Exhibit
10.1


 


EXECUTION COPY


 


 


 $2,000,000,000


 


364-DAY
CREDIT AGREEMENT
 
 dated as of
 
 May 1, 2020
 
 among
 
 CUMMINS INC.,
 
 The SUBSIDIARY
BORROWERS Referred to Herein,
 
 The LENDERS Party Hereto,
 
 JPMORGAN CHASE BANK, N.A.,
 as Administrative
Agent,
 
 BANK OF AMERICA, N.A.,
 as Syndication Agent 



 


and


 


CITIBANK,
N.A.


HSBC
BANK USA, N.A., and


ING
BANK N.V., DUBLIN BRANCH,


 as Documentation Agents


 


 






 


JPMORGAN CHASE BANK, N.A.,


BofA
SECURITIES, INC.,


CITIBANK, N.A.,


HSBC SECURITIES (USA) INC. and


ING BANK N.V.,
DUBLIN BRANCH,


as Joint Bookrunners and Joint Lead Arrangers


 


 






     


     


    




 


       TABLE
OF CONTENTS       




 


	 	Page



 




	Article 1

                                               Definitions

	 
	Section 1.01.   Defined Terms	1
	 	 
	Section 1.02.   Classification of Loans and Borrowings	24
	 	 
	Section 1.03.   Terms Generally	24
	 	 
	Section 1.04.   Accounting Terms; GAAP	24
	 	 
	Section 1.05.   [Reserved]	25
	 	 
	Section 1.06.   Interest Rates; LIBOR Notification	25
	 	 
	Section 1.07.   Certain Calculations	26
	 	 
	Section 1.08.   Divisions	26
	 	 
	Article 2

                                               The Credits

	 
	Section 2.01.   Commitments	26
	 	 
	Section 2.02.   Loans and Borrowings	26
	 	 
	Section 2.03.   Requests for Revolving Borrowings	27
	 	 
	Section 2.04.   [Reserved]	28
	 	 
	Section 2.05.   [Reserved]	28
	 	 
	Section 2.06.   Funding of Borrowings	28
	 	 
	Section 2.07.   Interest Elections	29
	 	 
	Section 2.08.   Termination and Reduction of Commitments	30
	 	 
	Section 2.09.   Repayment of Loans; Evidence of Debt	31
	 	 
	Section 2.10.   Prepayment of Loans	32
	 	 
	Section 2.11.   Fees	33
	 	 
	Section 2.12.   Interest	34
	 	 
	Section 2.13.   Alternate Rate of Interest	34
	 	 
	Section 2.14.   Increased Costs	36
	 	 
	Section 2.15.   Break Funding Payments	37
	 	 
	Section 2.16.   Taxes	38



 






    i


     


    

 


	Section 2.17.   Foreign Subsidiary Costs	40
	 	 
	Section 2.18.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	41
	 	 
	Section 2.19.   Mitigation Obligations; Replacement of Lenders	42
	 	 
	Section 2.20.   Currency Equivalents	44
	 	 
	Section 2.21.   Margin Determinations	44
	 	 
	Section 2.22.   Illegality	46
	 	 
	Section 2.23.   Defaulting Lenders	47
	 	 
	Article 3

                                               Representations and Warranties

	 
	Section 3.01.   Organization; Powers	47
	 	 
	Section 3.02.   Authorization	48
	 	 
	Section 3.03.   Enforceability	48
	 	 
	Section 3.04.   Governmental Approvals	48
	 	 
	Section 3.05.   Financial Statements	48
	 	 
	Section 3.06.   Litigation; Compliance with Laws	49
	 	 
	Section 3.07.   Federal Reserve Regulations	49
	 	 
	Section 3.08.   No Regulatory Restrictions on Borrowing	49
	 	 
	Section 3.09.   [Reserved]	49
	 	 
	Section 3.10.   [Reserved]	49
	 	 
	Section 3.11.   [Reserved]	49
	 	 
	Section 3.12.   Beneficial Ownership Certification	49
	 	 
	Section 3.13.   Anti-Corruption Laws and Sanctions	49
	 	 
	Article 4

                                               Conditions

	 
	Section 4.01.   Effective Date	50
	 	 
	Section 4.02.   Each Credit Event	51
	 	 
	Section 4.03.   First Borrowing by Each Eligible Subsidiary	51
	 	 
	Article 5

                                               Affirmative Covenants

	 
	Section 5.01.   Existence; Businesses and Properties	52
	 	 
	Section 5.02.   Insurance	52
	 	 
	Section 5.03.   Taxes	53
	 	 
	Section 5.04.   Financial Statements, Reports, Etc.	53



 






    ii


     


    

 


	Section 5.05.   Litigation and Other Notices	55
	 	 
	Section 5.06.   Maintaining Records;
Access to Properties and Inspections
	55
	 	 
	Section 5.07.   Use of Proceeds	56
	 	 
	Section 5.08.   Compliance with Laws	56
	 	 
	Article 6

                                               Negative Covenants

	 
	Section 6.01.   Negative Pledge	56
	 	 
	Section 6.02.   Mergers, Consolidations, and Sales of Assets	58
	 	 
	Section 6.03.   Priority Indebtedness	59
	 	 
	Article 7

                                               Financial Covenant

	 
	Section 7.01.   Net Debt to Total Capital	59
	 	 
	Article 8

                                               Events of Default

	 
	Article 9

                                               The Agents

	 
	Section 9.01.   Appointment and Authorization of Administrative Agent	62
	 	 
	Section 9.02.   Rights and Powers of Administrative Agent as a Lender	62
	 	 
	Section 9.03.   Limited Duties and Responsibilities of Administrative Agent	62
	 	 
	Section 9.04.   Authority of Administrative Agent to Rely on Certain Writings, Statements and Advice	63
	 	 
	Section 9.05.   Sub-Agents and Related Parties	63
	 	 
	Section 9.06.   Resignation; Successor Administrative Agent	63
	 	 
	Section 9.07.   Credit Decisions by Lenders	64
	 	 
	Section 9.08.   Administrative Agent’s Fee	64
	 	 
	Section 9.09.   Other Agents	64
	 	 
	Section 9.10.   Certain ERISA Matters	64
	 	 
	Section 9.11.   Posting of Communications	65
	 	 
	Article 10

                                               Representations and Warranties of Eligible Subsidiaries

	 
	Section 10.01.   Organization; Powers	67
	 	 
	Section 10.02.   Authorization	67



 






    iii


     


    

 


	Section 10.03.   Enforceability	67
	 	 
	Section 10.04.   Taxes	67
	 	 
	Article 11

                                               Guaranty

	 
	Section 11.01.   The Guaranty	68
	 	 
	Section 11.02.   Guaranty Unconditional	68
	 	 
	Section 11.03.   Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances	69
	 	 
	Section 11.04.   Waiver by the Company	69
	 	 
	Section 11.05.   Subrogation	69
	 	 
	Section 11.06.   Stay of Acceleration	69
	 	 
	Section 11.07.   Continuing Guaranty	69
	 	 
	Article 12

                                               Miscellaneous

	 
	Section 12.01.   Notices	69
	 	 
	Section 12.02.   Waivers; Amendments	70
	 	 
	Section 12.03.   Expenses; Indemnity; Damage Waiver	72
	 	 
	Section 12.04.   Successors and Assigns	73
	 	 
	Section 12.05.   Survival	80
	 	 
	Section 12.06.   Counterparts; Integration; Effectiveness	80
	 	 
	Section 12.07.   Severability	81
	 	 
	Section 12.08.   Right of Set-off	81
	 	 
	Section 12.09.   Governing Law; Jurisdiction; Consent to Service of Process	81
	 	 
	Section 12.10.   WAIVER OF JURY TRIAL	82
	 	 
	Section 12.11.   Judgment Currency	82
	 	 
	Section 12.12.   Headings	83
	 	 
	Section 12.13.   Confidentiality	83
	 	 
	Section 12.14.   USA Patriot Act and Beneficial Ownership Regulation Notification	83
	 	 
	Section 12.15.   No Fiduciary Duty	84
	 	 
	Section 12.16.   Acknowledgement and Consent to Bail-in of Affected Financial Institutions	85
	 	 
	Section 12.17.   Acknowledgement Regarding Any Supported QFCs	85



 






    iv


     


    

 


SCHEDULES


 


	Schedule 2.01	_	Commitments




 





	EXHIBITS	 	 
	 	 	 
	Exhibit A	–	Form of Assignment and Assumption
	 	 	 
	Exhibit B-1	–	Form of Opinion of Company’s External Counsel
	 	 	 
	Exhibit B-2 	–	Form of Opinion of Company’s Internal Counsel
	 	 	 
	Exhibit B-3A	–	[Reserved]
	 	 	 
	Exhibit B-3B	–	[Reserved]
	 	 	 
	Exhibit C	–	Form of Opinion of Eligible Subsidiary’s Counsel
	 	 	 
	Exhibit D	–	Form of Election to Participate
	 	 	 
	Exhibit E	–	Form of Election to Terminate
	 	 	 
	Exhibit F	–	Form of Compliance Certificate
	 	 	 
	Exhibit G	–	[Reserved]
	 	 	 
	Exhibit H	–	[Reserved]
	 	 	 
	Exhibit I	–	Form of Borrowing Request



  






    v


     


    

 





364-DAY CREDIT AGREEMENT dated as
of May 1, 2020 among CUMMINS INC., the SUBSIDIARY BORROWERS referred to herein, the LENDERS party hereto and JPMORGAN CHASE BANK,
N.A., as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
this “Agreement”).


 


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


 


Article
1

Definitions


 


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


 


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


 


“ABR Margin” has the
meaning assigned to such term in Section 2.21.


 


“Acquisition Indebtedness”
means any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or
in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing
or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets
to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent
upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive
agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated
prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date
specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and
discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains
a “special mandatory redemption” provision (or other similar provision) or otherwise permits or requires such Indebtedness
to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation
relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive
offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material
Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating
to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as
the case may be).


 


“Adjusted LIBO Rate”
means (a) with respect to any Euro-Currency Borrowing denominated in Dollars for any Interest Period, an interest rate per annum
equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate and (b) with respect to
any Euro-Currency Borrowing denominated in an Alternative Currency for any Interest Period, an interest rate per annum equal to
the LIBO Rate for such Interest Period.


 


“Administrative Agent”
means JPMCB and its Affiliates, as applicable, in each case in its capacity as administrative agent for the Lenders hereunder,
provided that the rights of the Administrative Agent under Article 8, Section 12.02 and Section 12.04 shall be exercised
solely by JPMCB (or its successors) in its capacity as Administrative Agent.


 






     


     


    

 


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


 


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


 


“Affiliate” 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.


 


“Agents” means the Administrative
Agent, each Syndication Agent and each Documentation Agent.


 


“Agreement” has the meaning
specified in the introductory paragraph.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB
Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day
(or if such day is not a Euro-Dollar Business Day, on the immediately preceding Euro-Dollar Business Day) plus 1%, provided
that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO
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. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate
shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO
Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13 hereof,
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 as so determined would be less than 1.50%, such rate shall be
deemed to be 1.50% for purposes of this Agreement.


 


“Alternative Currency”
means, from and after the time of such approval pursuant to clause (b), any currency requested by the Company; provided
that (a) such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars
and (b) each of the Lenders and the Administrative Agent have provided prior written approval of such currency. There are no Alternative
Currencies as of the Effective Date.


 


“Alternative Currency Loan”
means a Loan that is made in an Alternative Currency pursuant to the applicable Borrowing Request.


 






    2


     


    

 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to Credit Parties or their respective subsidiaries from time
to time concerning or relating to bribery or corruption.


 


“Applicable Lending Office”
means, with respect to any Lender, (a) in the case of its ABR Loans, its Domestic Lending Office and (b) in the case of its Euro-Currency
Loans, its Euro-Currency Lending Office.


 


“Applicable Parties”
has the meaning assigned to such term in Section 9.11(c).


 


“Applicable Percentage”
means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided
that in the case of Section 2.23 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage
of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment.
If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently
in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.


 


“Applicable Rate” means,
for any day, with respect to any ABR Loan or Euro-Currency Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable ABR Margin or Euro-Currency Margin or the Commitment Fee Rate, respectively, in each case as determined
for such day in accordance with Section 2.21.


 


“Approved Electronic Platform”
has the meaning assigned to such term in Section 9.11(a).


 


“Approved Fund” has the
meaning assigned to such term in Section 12.04.


 


“Approved Jurisdiction”
means (i) the United States, (ii) England and Wales in the United Kingdom, (iii) the Netherlands and (iv) any other jurisdiction
approved for this purpose by each of the Lenders.


 


“Arranger” means each
of JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., HSBC Securities (USA) Inc. and ING Bank N.V., Dublin Branch,
each in its capacity as a joint bookrunner and joint lead arranger under this Agreement.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of each party whose consent is required
by Section 12.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent and the Company.


 


“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 in whole.


 


“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.


 






    3


     


    

 


“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).


 


“Bail-In Lender” has
the meaning assigned to such term in Section 2.19(b).


 


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


 


“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, for avoidance
of doubt, a Bankruptcy Event shall not result solely by virtue of (i) any ownership interest, or the acquisition of any ownership
interest, in such Person by a Governmental Authority or instrumentality thereof or (ii) in the case of a solvent person, the
precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under
or based on the law of the country where such Person is subject to home jurisdiction supervision if applicable law requires that
such appointment not be publicly disclosed, in any such case, where such action 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 obligations of such Person hereunder.


 


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


 


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


 


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


  



    4


     


    




 


 


 


 


 



  


“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, as the context may require, and their respective successors, and “Borrowers”
means all of the foregoing. When used in relation to any Loan, references to “the Borrower” are to the particular Borrower
to which such Loan is or is to be made.


 


“Borrowing” means Revolving
Loans of the same Type, made, converted or continued on the same date and, in the case of Euro-Currency Loans, denominated in the
same currency and as to which a single Interest Period is in effect.


 


“Borrowing Request” means
a request by the Borrower for a Borrowing in accordance with Section 2.03 and in substantially the form set forth as Exhibit I
hereto or such other form as the Administrative Agent and the Company may approve from time to time.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP as in effect on December 14, 2018 (without giving effect to
the phase-in of the effectiveness of any amendments to GAAP that have been adopted as of such date), and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP as in effect on December 14, 2018 (without giving effect
to the phase-in of the effectiveness of any amendments to GAAP that have been adopted as of such date).


 


“Change in Control” means
that (a) any Person or group of persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 becomes the
beneficial owner, directly or indirectly, of 30% or more of the outstanding common stock of the Company or (b) individuals who
constitute the Continuing Directors cease for any reason to constitute at least a majority of the board of directors of the Company
(which, for the purpose of this definition, shall be deemed not to mean any committee of the board of directors of the Company).


 


“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 or application thereof by any Governmental Authority,
or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law)
by 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, rules, 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.


 






    5


     


    

 


“Class”, when used in
reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, as being Revolving Loans.


 


“CLO” has the meaning
assigned to such term in Section 12.04.


 


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


 


“Combination” has the
meaning assigned to such term in Section 2.08(c).


 


“Combined Lender” has
the meaning assigned to such term in Section 2.08(c).


 


“Commitment” means, with
respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder, expressed as an amount representing the
maximum aggregate Dollar Amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08, (b) [reserved] and (c) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 12.04. The initial amount of each Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption or other 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 12.04(b)(ii)(C) or other documentation contemplated hereby pursuant
to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments
is $2,000,000,000.


 


“Commitment Fee Rate”
has the meaning assigned to such term in Section 2.21.


 


“Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or
any Lender by means of electronic communications pursuant to Section 9.11(c), including through an Approved Electronic Platform.


 


“Company” means Cummins
Inc., an Indiana corporation.


 


“Consolidated” means,
as applied to any financial or accounting term with respect to any Person, such term determined on a consolidated basis in accordance
with GAAP for such Person and all consolidated subsidiaries thereof.


 


“Consolidated Net Debt”
means Total Debt, minus (i) domestic cash and cash equivalents that are unrestricted and unencumbered (except for the Liens
contemplated in clause (x) below) and (ii) foreign cash and cash equivalents that are unrestricted, unencumbered (except for the
Liens contemplated in clause (x) below) and freely transferable to the United States (it being understood and agreed that the transfer
of cash and cash equivalents being subject to (a) any procedures or limitations which are solely within the control of the Company
or applicable Subsidiary, (b) any approval, filing, consent or the like of any third party or Governmental Authority (1) that is
merely of a routine or administrative nature, (2) that is routinely and ordinarily provided or accepted by such third party or
Governmental Authority in the ordinary course and (3) the most recent of which, at the time of determination, has not been denied
or rejected by such third party or Governmental Authority and/or (c) the imposition of any nominal governmental stamp, documentary
or similar nominal tax, charge or similar levy, in each case, shall not cause such cash and cash equivalents not to be “unrestricted,
unencumbered and freely transferable” within the meaning of the foregoing), in each case, to the extent such cash and cash
equivalents (x) are not subject to a Lien in favor of any creditor (other than any Lien of the type contemplated by Sections 6.01(a)
and 6.01(r)) and (y) exceed, in the aggregate after giving effect to clause (i), $250,000,000.


 






    6


     


    

 


“Consolidated Subsidiary”
means, at any date, any Subsidiary or other entity the accounts of which would be Consolidated with those of the Company in its
Consolidated financial statements if such statements were prepared as of such date.


 


“Consolidated Total Capital”
means, with respect to the Company on any date, the sum of (x) Consolidated Net Debt plus (y) consolidated shareholders’
equity of the Company and its Subsidiaries (including, for the avoidance of doubt, noncontrolling interests), Consolidated in accordance
with GAAP (excluding for this purpose the impact of accumulated other comprehensive income or loss), in each case determined as
of such date.


 


“Continuing Director”
means any member of the board of directors of the Company who is (i) a director of the Company on the date of this Agreement, (ii)
nominated by the board of directors of the Company or (iii) appointed or otherwise approved by directors referred to in clauses
(i) and (ii).


 


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


 


“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 12.17.


 


“Credit Party” means
the Company and each other Borrower.


 


“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.


 






    7


     


    

 


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


 


“Disqualified Institution”
has the meaning assigned to such term in Section 12.04.


 


“Documentation Agents”
means each of Citibank, N.A., HSBC Bank USA, N.A. and ING Bank N.V., Dublin Branch in its capacity as documentation agent in respect
of this Agreement.


 


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


 


“Dollar Amount” of any
amount of any currency means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b)
if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of
exchange for the purchase of Dollars with such Alternative Currency last provided (either by publication or otherwise provided
to the Administrative Agent) by the applicable 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 such Alternative Currency, as provided by such other publicly available information service which provides that rate
of exchange at such time in place of Reuters chosen by the Administrative Agent in its reasonable 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 reasonably determined
by the Administrative Agent, in consultation with the Company, using any reasonable method of determination it deems reasonably
appropriate) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as reasonably
determined by the Administrative Agent, in consultation with the Company, using any reasonable method of determination it deems
reasonably appropriate.


 


“Dollar-Denominated Loan”
means a Loan that is made in Dollars.


 






    8


     


    

 


“Dollar-Denominated Revolving Borrowing”
means a Revolving Borrowing denominated in Dollars.


 


“Domestic Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.


 


“Domestic Lending Office”
means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its
Domestic Lending Office by notice to the Company and the Administrative Agent.


 


“DQ List” has the meaning
assigned to such term in Section 12.04(g)(iv).


 


“EEA Financial Institution”
means (a) any institution or 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 12.02).


 


“Election to Participate”
means an Election to Participate substantially in the form of Exhibit D.


 


“Election to Terminate”
means an Election to Terminate substantially in the form of Exhibit E.


 


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


 


“Eligible Subsidiary”
means any Wholly-Owned Consolidated Subsidiary organized under the laws of an Approved Jurisdiction (i) as to which an Election
to Participate shall have been delivered to the Administrative Agent and approved and countersigned by the Administrative Agent
and each Lender pursuant to Section 4.03(e) and (ii) as to which an Election to Terminate with respect to such Election to Participate
shall not have been delivered to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be
duly executed on behalf of such Wholly-Owned Consolidated Subsidiary and the Company in such number of copies as the Administrative
Agent may request. If at any time a Subsidiary theretofore designated as an Eligible Subsidiary no longer qualifies as a Wholly-Owned
Consolidated Subsidiary, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating
the status of such Subsidiary as an Eligible Subsidiary. The delivery of an Election to Terminate shall not affect any obligation
of an Eligible Subsidiary theretofore incurred or the Company’s guarantee thereof. The Administrative Agent shall promptly
give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate.


 






    9


     


    

 


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


 


“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.


 


“Equity Interests” means
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.


 


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


 


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


 


“ERISA Event” means (a) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived), (b) the filing pursuant to Section 412(c) of
the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan,
(c) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan, (d) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator
of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (e) the incurrence
by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan, (f) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, “insolvent” within the meaning of Title IV of ERISA or in
“endangered” or in “critical” status within the meaning of Section 432 of the Code or Section 305
of ERISA; (g) a determination that any Plan is or is reasonably expected to be in “at risk” status (within the meaning
of Section 430 of the Code or Section 303 of ERISA); (h) the conditions contained in Section 303(k)(1)(A) of ERISA for imposition
of a lien shall have been met with respect to any Plan; (i) the cessation of operations at a facility of the Company or any ERISA
Affiliate in the circumstances described in Section 4062(e) of ERISA; or (j) a Foreign Plan Event.


 






    10


     


    

 


“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-Currency”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate (except pursuant to clause (c) of the definition of “Alternate
Base Rate”).


 


“Euro-Currency Business Day”
means a Euro-Dollar Business Day; provided that, when used in connection with an Alternative Currency Loan denominated in
an Alternative Currency, the term “Euro-Currency Business Day” shall exclude any day on which banks are not open for
dealings in deposits in the applicable currency in the London interbank market.


 


“Euro-Currency Lending Office”
means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Currency Lending Office) or such other office, branch or affiliate
of such Lender as it may hereafter designate as its Euro-Currency Lending Office by notice to the Company and the Administrative
Agent; provided that any Lender may from time to time by notice to the Borrower and the Administrative Agent designate separate
Euro-Currency Lending Offices for its Loans in different currencies and/or to different Borrowers, in which case all references
herein to the Euro-Currency Lending Office of such Lender shall be deemed to refer to any or all of such offices, as the context
may require.


 


“Euro-Currency Loan”
means a Euro-Dollar Loan or an Alternative Currency Loan.


 


“Euro-Currency Margin”
means the applicable rate determined in accordance with Section 2.21.


 


“Euro-Dollar”, when used
in reference to any Loan or Borrowing made in Dollars, refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate (except pursuant to clause (c) of the definition of
“Alternate Base Rate”).


 


“Euro-Dollar Business Day”
means any Domestic Business Day on which commercial banks are open for international business (including dealings in Dollar deposits)
in London.


 


“Event of Default” has
the meaning assigned to such term in Article 8.


 






    11


     


    

 


“Excluded Taxes” means,
with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of any Borrower under any Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or,
in the case of any Lender, in which its Applicable Lending Office is located, (b) any branch profits taxes imposed by the United
States of America, or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under Section 2.19(b)), any withholding tax that (i) is imposed
on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new
Applicable Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Applicable Lending Office (or assignment), to receive additional amounts from any Borrower with respect to
such withholding tax pursuant to Section 2.16(a) or (ii) is attributable to such Foreign Lender’s failure to comply with
Section 2.16(e), (f) and (g), and (d) Taxes resulting from FATCA.


 


“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 NYFRB based on such day’s federal funds transactions by depositary 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 Euro-Dollar Business Day by the NYFRB as the effective federal funds rate; provided that
if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 


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


 


“Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or assistant treasurer.


 


“Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction outside the United States.


 


“Foreign Plan” shall
mean any benefit plan maintained or contributed to by the Company or any Subsidiary that, under applicable law other than the laws
of the United States or any political subdivision thereof, is required to be funded through a trust or other funding vehicle other
than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 






    12


     


    

 


“Foreign Plan Event”
shall mean, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under
any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority; (b) the failure
to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments;
(c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint
a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan; (d) the
incurrence of any liability by the Company or any Subsidiary under applicable law on account of the complete or partial termination
of such Foreign Plan or the complete or partial withdrawal of any participating employer therein; or (e) the occurrence of any
transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any
liability by the Company or any Subsidiary, or the imposition on the Company or any Subsidiary of any fine, excise tax or penalty
resulting from any noncompliance with any applicable law.


 


“GAAP” means generally
accepted accounting principles in the United States as described in Section 1.04.


 


“Governmental Authority”
means the government of the United States of America, any other nation, any supranational body 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 applicable supranational bodies (such as the European Union or the European Central Bank).


 


“Guarantee” of or by
any Person means, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security
for the payment of such Indebtedness, (b) to purchase property, securities or services for the purpose of assuring the owner of
such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided, however,
that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
It is understood and agreed that the amount of any Guarantee of or by any Person shall be deemed to be the lower of (a) the amount
of Indebtedness in respect of which such Guarantee exists and (b) the maximum amount for which such Person may be liable pursuant
to the terms of the instrument embodying such Guarantee.


 


“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.


 


“IBA” has the meaning
assigned to such term in Section 1.06.


 






    13


     


    

 


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


 


“Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention
agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all
Capital Lease Obligations of such Person, (h) all obligations of such Person as an account party in respect of letters of credit
and bankers’ acceptances and (i) net obligations under Swap Agreements. The Indebtedness of any Person shall also include
the Indebtedness of any partnership in which such Person is a general partner, except to the extent that recourse against such
general partner (as a general partner) has been contractually waived or limited. Notwithstanding the foregoing, the term “Indebtedness”,
in respect of the Company and its Subsidiaries, shall not include (i) deferred compensation and employee benefit obligations for
officers and employees of the Company or any of its Subsidiaries, (ii) trade and similar payables and accrued expenses or liabilities
incurred in the ordinary course of business, (iii) any customary earnout or holdback in connection with an acquisition not prohibited
by this Agreement, (iv) any obligations in respect of customer advances held in the ordinary course of business, (v) performance
bonds, performance guarantees or similar obligations (or contingent reimbursement obligations in respect of bank guarantees or
letters of credit in lieu thereof) entered into in the ordinary course of business, (vi) any Indebtedness that has been discharged
and/or defeased, provided that funds in an amount equal to all such Indebtedness (including interest and any other amounts
required to be paid to the holders thereof in order to give effect to such discharge and/or defeasance) have been irrevocably deposited
with a trustee for the benefit of the relevant holders of such Indebtedness or (vii) interest, fees, make-whole amounts, premiums,
charges or expenses, if any, relating to the principal amount of Indebtedness. If any Indebtedness is limited to recourse against
a particular asset or assets of a Person, the amount of the corresponding Indebtedness shall be equal to the lesser of the amount
of such Indebtedness and the fair market value of such asset or assets, as determined by the Company in good faith, at the date
for determination of the amount of such Indebtedness. For all purposes of this Agreement, the amount of Indebtedness of the Company
and its Subsidiaries shall be calculated without duplication of guaranty obligations of the Company or any Subsidiary in respect
thereof.


 


“Indemnified Taxes” means
Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower
under this Agreement.


 


“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 or (e) a Disqualified Institution.


  



    14


     


    




 


 


 


 



 


“Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any
Euro-Currency 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 Euro-Currency 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.


 


“Interest Period” means,
with respect to any Euro-Currency Borrowing, the period commencing on the date of such Borrowing and ending on the same day of
the next week (herein, a “weekly period”) or on the numerically corresponding day in the calendar month that
is one, two, three, or six months, or (subject to the availability to each Lender of matching deposits for such periods in the
London interbank market) twelve months thereafter, as the Borrower may elect; provided that: (a) if any Interest Period
would end on a day other than a Euro-Currency Business Day, such Interest Period shall be extended to the next succeeding Euro-Currency
Business Day unless (except in the case of a weekly period) such next succeeding Euro-Currency Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Euro-Currency Business Day; and (b) any Interest
Period (other than a weekly period) pertaining to a Euro-Currency Borrowing that commences on the last Euro-Currency 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 Euro-Currency 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, other than for purposes of
Section 4.02, shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“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 demonstrable error) to be equal to the rate that results from interpolating on a linear basis
between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable currency)
that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO 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 shall be less than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement.


 


“JPMCB” means JPMorgan
Chase Bank, N.A., a national banking association.


 


“Lender Party” means
the Administrative Agent or any other Lender.


 


“Lenders” means the Persons
listed on Schedule 2.01 and any other Person that shall have become a party hereto 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.


 






    15


     


    

 


“LIBO Rate” means, with
respect to any Euro-Currency Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time,
two Euro-Currency Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars or the relevant
Alternative Currency with a maturity comparable to such Interest Period; provided that if the LIBO Screen Rate shall not
be available for such Interest Period for such currency at such time (an “Impacted Interest Period”) but rates
are then available on the Screen for other periods for such currency, then the LIBO Rate shall be the Interpolated Rate; provided
that if any LIBO Rate determined in accordance with the foregoing shall be less than 0.50%, the LIBO Rate shall be deemed to be
0.50% for all purposes of this Agreement.


 


“LIBO Screen Rate” means,
for any day and time, with respect to any Euro-Currency Borrowing for any 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 the applicable
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 a Reuters page or Screen, on any successor
or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion), provided that if the
LIBO Screen Rate as so determined would be less than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement.


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in or on such
asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, but excluding,
for the avoidance of doubt, any operating lease.


 


“Loan Documents” means
this Agreement, any amendment thereto, each Election to Participate and any promissory notes issued to any Lender hereunder.


 


“Loans” means the loans
made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Material Acquisition”
means any acquisition if the aggregate consideration paid or to be paid (including liabilities to be assumed as part of the purchase
consideration) by the Company or a Subsidiary in respect of such acquisition is equal to or greater than $350,000,000.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and the Subsidiaries
taken as a whole, (b) the ability of the Company to perform any of its material obligations under the Loan Documents or (c) the
validity or enforceability of, or the rights of or remedies available to the Lenders under, the Loan Documents; provided,
however, that events, circumstances, changes, effects or conditions with respect to the Company and its Subsidiaries disclosed
in any Form 10-K, Form 10-Q or Form 8-K filed by the Company with the Securities and Exchange Commission prior to the Effective
Date shall not constitute a “Material Adverse Effect” to the extent so disclosed.


 






    16


     


    

 


“Maturity Date” means
April 30, 2021.


 


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


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate contributes
or with respect to which the Company or any ERISA Affiliate has any liability.


 


“Net Cash Proceeds” means,
with respect to any Specified Equity or Specified Indebtedness, as applicable, (a) the cash proceeds received in respect of such
Specified Equity or Specified Indebtedness, as applicable, (other than from the Company or any of its Subsidiaries) including any
cash received in respect of any non-cash proceeds, but only as and when received, net of (b) the sum of (i) all fees, commissions,
costs and other expenses incurred in connection with such Specified Equity or Specified Indebtedness, as applicable, (excluding
amounts paid to Affiliates), including any legal, accounting and investment banking fees, underwriting discounts and fees, commissions,
costs and other expenses incurred by the Company and/or its Subsidiaries in connection with the incurrence, issuance, offering
or placement of such Specified Equity or Specified Indebtedness, as applicable, (ii) the amount of all taxes paid (or reasonably
estimated by the Company to be payable) during the year that such Specified Equity or Specified Indebtedness was issued or the
next succeeding year and that are directly attributable to such issuance (after taking into account any available tax credit or
deductions), (iii) any repatriation costs associated with the receipt by the applicable taxpayer of such proceeds, and (iv) any
costs associated with unwinding any related Swap Agreement in connection with the repayment of indebtedness at the time of the
issuance of such Specified Indebtedness; provided, however, that the amount determined pursuant to the foregoing
shall be reduced, in the case of any Net Cash Proceeds received by a joint venture Subsidiary, by the amount attributable to (and
not available for distribution to, or for the account of, the Company or a Wholly-Owned Consolidated Subsidiary) noncontrolling
interests in such joint venture Subsidiary owned by any Person other than the Company or any of its Subsidiaries.


 


“Net Debt to Total Capital Ratio”
has the meaning assigned to such term in Section 7.01.


 


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


 


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


 






    17


     


    

 


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


 


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


 


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


 


“Participant” has the
meaning set forth in Section 12.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 12.04(c).


 


“Participating Member States”
means those members of the European Union from time to time which adopt a single, shared currency.


 


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


 


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


 


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


 


“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.


 


“Pound 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 reasonably and in good faith by the Administrative Agent) or any similar release by the Board
(as determined reasonably and in good faith 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.


 






    18


     


    

 


“Priority Indebtedness”
shall mean, at any time, without duplication, (i) the aggregate principal amount of all Indebtedness of the Company then outstanding
which Indebtedness is secured by Liens on property and assets of the Company or any Subsidiary (other than Indebtedness secured
by Liens described in (a) through (l) of Section 6.01), and (ii) the aggregate principal amount of all outstanding Indebtedness
of all Subsidiaries (other than (x) Indebtedness hereunder, (y) Indebtedness of Subsidiaries payable to the Company or any Wholly-Owned
Consolidated Subsidiary and (z) any unsecured Guarantee of Indebtedness issued by the Company; provided that such Subsidiary
shall also have guaranteed the obligations hereunder on or prior to the date on which such Guarantee is given).


 


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


 


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


 


“QFC Credit Support”
has the meaning assigned to it in Section 12.17.


 


“Register” has the meaning
set forth in Section 12.04(b)(iv).


 


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


 


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


 


“Regulation X” shall
mean Regulation X of the Board, as from time to time in effect, 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 directors, officers, employees, agents
and advisors of such Person and such Person’s Affiliates.


 


“Replacement Lender”
has the meaning assigned to such term in Section 2.08(c).


 


“Required Lenders” means,
subject to Section 2.23, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Article 8
or the Commitments terminating or expiring, Lenders having Revolving Credit Exposures and Unfunded Commitments representing more
than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments at such time, provided that, solely
for purposes of declaring the Loans to be due and payable pursuant to Article 8, the Unfunded Commitment of each Lender
shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Article 8 or the
Commitments expire or terminate, Lenders having Revolving Credit Exposures representing more than 50% of the Total Revolving Credit
Exposure; provided that, in the case of clauses (a) and (b) above, for the purpose of determining the Required Lenders needed
for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is the
Company or an Affiliate of the Borrower shall be disregarded.


 






    19


     


    

 


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


 


“Retired Commitments”
has the meaning assigned to such term in Section 2.08(c).


 


“Reuters” means Thomson
Reuters Corp., Refinitiv or any successor thereto.


 


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


 


“Revolving Loan” means
a Loan made pursuant to Section 2.03.


 


“S&P” means Standard
& Poor’s Financial Services LLC, a subsidiary of S&P Global Inc.


 


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


 


“Sanctioned Person” means,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European
Union, Her Majesty’s Treasury of the United Kingdom or Canada, (b) any Person organized or resident in a Sanctioned Country
in violation of Sanctions and (c) any Person 50% or greater owned or controlled by any such Person or Persons described in the
foregoing clauses (a) or (b).


 


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


 


“Screen” means (a) with
respect to Dollar-Denominated Loans, the Reuters “LIBOR01” screen displaying the London interbank offered rate as administered
by ICE Benchmark Administration and (b) with respect to Alternative Currency Loans, the Reuters screen selected by the Administrative
Agent that displays rates for interbank deposits in the appropriate Alternative Currency or, in the case of either (a) or (b),
any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such screen, as determined by the Administrative Agent from time to time in its reasonable
discretion (and consistent with any such determination by the Administrative Agent generally under substantially similar credit
facilities for which it acts as administrative agent) for purposes of providing quotations of interest rates applicable to deposits
in the London interbank market.


 


“Significant Subsidiary”
means any Subsidiary (which term, as used in this definition, includes such Subsidiary’s subsidiaries) which meets any of
the following conditions:


 






    20


     


    

 


(i)       the
Company’s and the other Subsidiaries’ outstanding investments in and advances to such Subsidiary exceed 10% of the
Consolidated total assets of the Company, in each case as of the end of the most recently completed fiscal year of the Company
for which financial statements have been delivered pursuant to Section 5.04(a);


 


(ii)       the
total assets (after intercompany eliminations) of such Subsidiary exceed 10% of the Consolidated total assets of the Company as
of the end of the most recently completed fiscal year of the Company for which financial statements have been delivered pursuant
to Section 5.04(a);


 


(iii)       the
net sales of such Subsidiary (after intercompany eliminations) exceed 10% of the Consolidated net sales of the Company for the
most recently completed fiscal year of the Company for which financial statements have been delivered pursuant to Section 5.04(a);
or


 


(iv)       any
Subsidiary with or into which a Significant Subsidiary is merged or which has acquired all or substantially all the assets of a
Significant Subsidiary in either case pursuant to a transaction permitted by Section 6.02; provided, however, that
such Subsidiary shall cease to be a Significant Subsidiary at the time of delivery pursuant to Section 5.04(a) of financial statements
covering the fiscal year in which such transaction occurred unless one of the conditions set forth in clauses (i), (ii) or
(iii) above is satisfied with respect to such Subsidiary.


 


“Specified Equity” means
any equity interests in any underwritten offering or private placement (other than (i) pursuant to any employee equity compensation
plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit
arrangement or any nonemployee director equity compensation plan or agreement or other non-employee director equity compensation
arrangement or pursuant to the exercise or vesting of any employee or director stock options, restricted stock or restricted stock
units, warrants or other equity awards, pursuant to dividend reinvestment programs, or in respect of contributions to pension funds
or plans, (ii) any such issuance by a Subsidiary of the Company to the Company or any other Subsidiary of the Company, (iii) securities
or interests issued or transferred (and not constituting cash proceeds of any issuance of such securities or interests) as consideration
for, or in connection with, any acquisition, divestiture or joint venture arrangement, (iv) equity issued upon conversion or exercise
of outstanding securities or options, and (v) any issuance of such equity interests the Net Cash Proceeds of which do not exceed
an aggregate amount of $50,000,000 (and then only the portion in excess of $50,000,000 shall be subject to any prepayment and/or
mandatory commitment reduction requirement pursuant to Section 2.10(c))).


 


“Specified Indebtedness”
means any indebtedness in the form of publicly issued or privately placed debt securities issued in the capital markets (including
hybrid securities and debt securities convertible into equity securities) pursuant to a public registered offering or Rule 144A
or other private placement, but excluding, for the avoidance of doubt, (i) syndicated credit or loan facilities (for the avoidance
of doubt excluding term loan B facilities), (ii) bilateral credit or loan facilities, (iii) commercial paper, (iv) sale-leaseback
transactions, (v) purchase money indebtedness, capital leases and/or inventory financing, (vi) indebtedness incurred to refinance,
extend, renew and/or refund any existing indebtedness due within twelve (12) months of the closing date (other than under this
Agreement) to the extent that the outstanding principal amount of such existing indebtedness is not increased (except as grossed-up
for customary fees and expenses incurred in connection with such refinancing, extension, renewal or refunding), and (vii) any incurrence
of such indebtedness the Net Cash Proceeds of which do not exceed an aggregate amount of $50,000,000 (and then only the portion
in excess of $50,000,000 shall be subject to any prepayment and/or mandatory commitment reduction requirement pursuant to Section
2.10(c)).


 






    21


     


    

 


“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 percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently
referred to as “Eurocurrency Liabilities” in Regulation D). Such reserve percentages shall include those imposed
pursuant to Regulation D. Euro-Currency Loans shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time
to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“subsidiary” means, with
respect to any Person (herein referred to as the “parent”), any corporation, association or other business entity
of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination
is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent.


 


“Subsidiary” means any
subsidiary of the Company.


 


“Subsidiary Borrower”
means each Eligible Subsidiary, and “Subsidiary Borrowers” means all or any combination of the foregoing as the context
may require. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no Subsidiary may be or
become a Subsidiary Borrower without the prior written consent of the Administrative Agent and each Lender.


 


“Supported QFC” has the
meaning assigned to it in Section 12.17.


 


“Surviving Commitment”
has the meaning assigned to such term in Section 2.08(c).


 


“Surviving Lender” has
the meaning assigned to such term in Section 2.08(c).


 


“Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.


 






    22


     


    

 


“Syndication Agent” means
Bank of America, N.A. in its capacity as syndication agent in respect of this Agreement.


 


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


 


“Total Debt” means, with
respect to the Company on any date, all indebtedness for borrowed money of the Company and its Subsidiaries, Consolidated in accordance
with GAAP, excluding, for the avoidance of doubt, intercompany indebtedness.


 


“Total Revolving Credit Exposure”
means, at any time, the outstanding principal amount of the Revolving Loans at such time.


 


“Trade Date” has the
meaning assigned to such term in Section 12.04(g)(i).


 


“Transactions” means
the execution, delivery and performance by the Credit Parties of the Loan Documents and the borrowing of Loans 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 from time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,
and certain affiliates of such credit institutions or investment firms.


 


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


 


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


 


“United States” or “U.S.”
means the United States of America, including the States thereof and the District of Columbia, but excluding its territories and
possessions.


 


“U.S. Special Resolution Regime”
has the meaning assigned to it in Section 12.17.


 


“Wholly-Owned Consolidated Subsidiary”
means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’
qualifying shares) are at the time owned by the Company or one or more Wholly-Owned Consolidated Subsidiaries.


 






    23


     


    

 


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


 


“Withholding Agent” has
the meaning assigned to such term in Section 2.16(a).


 


“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., an “ABR Loan”) or by Class and Type (e.g., an
“ABR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., an “ABR Revolving
Borrowing”).


 


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” and the word
“permit” shall be construed to have the same meaning and effect as the word “suffer”. 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, amended and restated, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) 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), (c) 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, (d) 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 (e) 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.


 






    24


     


    

 



  


Section 1.04.     
Accounting Terms; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance
with GAAP as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company
wishes to amend any provision hereof to eliminate the effect of any change in GAAP or in the application thereof (or if the Administrative
Agent notifies the Company that the Required Lenders wish to amend any provision hereof for such purpose), then such provision
shall be applied on the basis of GAAP in effect immediately before the relevant change became effective, until either such notice
is withdrawn or such provision is amended in a manner satisfactory to the Company and the Required Lenders. Notwithstanding any
other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein (including computations in respect of compliance with Section 7.01) shall be made (i)
without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company
or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness
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 (iii) without giving effect
to any change to, or modification of, GAAP (including any future phase-in of changes to GAAP that have been approved as of December
14, 2018) which would require the capitalization of leases characterized as “operating leases” as of December 14, 2018
(it being understood and agreed, for the avoidance of doubt, financial statements delivered pursuant to Sections 5.04(a) and 5.04(b)
shall be prepared without giving effect to this sentence).


 


Section 1.05.     
[Reserved].


 


Section 1.06.     
Interest Rates; LIBOR Notification. The interest rate on Euro-Currency Loans 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 Euro-Currency 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. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth
in Section 2.13(b) of this Agreement, such Section 2.13(b) provides a mechanism for determining an alternative rate of interest.
The Administrative Agent will notify the Company, pursuant to Section 2.13, in advance of any change to the reference rate upon
which the interest rate on Euro-Currency Loans 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 availability of 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, whether the composition or characteristics of any such alternative,
successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.13(b), 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 (other than, for the avoidance of doubt, with respect to its obligation to apply
the definition of such rate in accordance with its terms and comply with its obligations in Article 2 (including Section 2.13)
of this Agreement).


 


 



    25


     


    




Section 1.07.     
Certain Calculations. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in
Dollars in ‎Articles 6 and 8 under this Agreement being exceeded solely as a result of changes in currency exchange
rates from those rates applicable on the last day of the fiscal quarter of the Company immediately preceding the fiscal quarter
of the Company in which the applicable transaction or occurrence requiring a determination occurs.


 


Section 1.08.     
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of
any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.


 


Article
2

The Credits


 


Section 2.01.     
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans denominated
in Dollars or in an Alternative Currency as the applicable Borrower elects pursuant to Section 2.03 to such Borrower from time
to time during the Availability Period; provided that, immediately after each such Loan is made, the amount of each Lender’s
Revolving Credit Exposure shall not exceed such Lender’s Commitment. Within the foregoing limits and subject to the terms
and conditions set forth herein, any Borrower may borrow, prepay and reborrow Revolving Loans.


 


Section 2.02.     
Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans 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. Each Lender may,
at its option, make any Loan available to any foreign Subsidiary Borrower by causing any foreign or domestic branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such foreign
Subsidiary Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(b)        
Subject to Section 2.13, each Revolving Borrowing shall be comprised entirely of ABR Loans or Euro-Currency Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make any Euro-Currency Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 






    26


     


    

 


(c)        
At the time that any Revolving Borrowing is made, such Borrowing shall be (i) in the case of a Dollar-Denominated Revolving
Borrowing, in an aggregate Dollar Amount that is not less than $10,000,000 and an integral multiple of $1,000,000 and (ii) in the
case of a Borrowing denominated in an Alternative Currency, in an aggregate amount in such Alternative Currency that is not less
than 10,000,000 units of such Alternative Currency and an integral multiple of 1,000,000 units of such Alternative Currency; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments.
Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time
be more than a total of ten Euro-Currency Borrowings outstanding.


 


(d)        
Notwithstanding any other provision of this Agreement, the Borrower shall not 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.


 


Section 2.03.     
Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent
of such request (a) in the case of a Euro-Dollar Borrowing, by irrevocable written notice (via a written Borrowing Request) not
later than 11:00 a.m., New York City time, three Euro-Dollar Business Days before the date of the proposed Borrowing, (b) in
the case of an Alternative Currency Borrowing, by irrevocable written notice (via a written Borrowing Request) not later than 11:00
a.m., New York City time, four Euro-Currency Business Days before the date of the proposed Borrowing or (c) in the case
of an ABR Borrowing, by irrevocable written notice (via a written Borrowing Request) 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 currency and the aggregate amount (in such currency) of the requested Borrowing;


 


(ii)           
the date of such Borrowing, which shall be a Domestic Business Day in the case of an ABR Revolving Borrowing and a Euro-Currency
Business Day in the case of a Euro-Currency Borrowing;


 


(iii)           
in the case of a Revolving Borrowing in Dollars, whether such Borrowing is to be an ABR Borrowing or a Euro-Dollar Borrowing;


 


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


 


(v)            
the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.06.


 






    27


     


    

 


If no election as to the Type of Revolving Borrowing denominated
in Dollars is specified, then the requested Revolving Borrowing shall be a Euro-Dollar Borrowing with an Interest Period of one
month’s duration. If no Interest Period is specified with respect to any requested Euro-Currency Borrowing, then the 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.


 


Section 2.04.     
[Reserved].


 


Section 2.05.     
[Reserved].


 


Section 2.06.     
Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely
by wire transfer:


 


(i)           
if such Borrowing is to be made in Dollars, not later than 12:00 noon (New York City time), in funds immediately available
in New York City, to the account of the Administrative Agent most recently designated for such purpose by notice to the Lenders;
or


 


(ii)           
if such Borrowing is to be made in an Alternative Currency, not later than 12:00 noon (New York City time), in such Alternative
Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative Currency)
to the account of the Administrative Agent as shall have most recently been designated by the Administrative Agent for such purpose
by notice to the Lenders.


 


The Administrative Agent will make such
Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated
by the Borrower in the applicable Borrowing Request.


 


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


 


(b)        
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any 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 Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at the NYFRB Rate (if such amount was distributed in Dollars) or the rate per annum at which one-day
deposits in the relevant currency are offered by the principal London office of the Administrative Agent in the London interbank
market (if such amount was distributed in an Alternative Currency).


 






    28


     


    

 


Section 2.07.     
Interest Elections. (a) Each Dollar-Denominated Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Euro-Dollar Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the applicable Borrower may elect to convert any Revolving Borrowing to a different Type or to continue any
such Borrowing and, in the case of a Euro-Dollar Borrowing, may elect Interest Periods therefor, all as provided in this Section.
The applicable Borrower may elect different options with respect to different portions of any affected Revolving 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.


 


(b)        
To make an election pursuant to Section 2.07(a) in respect of a Revolving Borrowing, the applicable Borrower shall notify
the Administrative Agent of such election by irrevocable written notice (via a written Interest Request) by the time that a Revolving
Borrowing Request for a Revolving Borrowing would be required under Section 2.03 if such Borrower were requesting a Dollar-Denominated
Loan of the Type resulting from such election to be made on the effective date of such election.


 


(c)        
Each Interest Election Request shall specify the following information:


 


(i)           
the Revolving 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 paragraphs (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 Domestic Business Day
in the case of an ABR Borrowing and a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing;


 


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


 


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


 


If any such Interest Election Request requests a Euro-Dollar
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.


 






    29


     


    

 


(e)        
If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Euro-Dollar Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Revolving Borrowing is repaid as provided herein, at the
end of such Interest Period such Revolving Borrowing shall be continued as a Euro-Dollar Borrowing with an Interest Period of one
month’s duration. 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 applicable Borrower, then, so long as an Event
of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Euro-Dollar Borrowing and
(ii) unless repaid, each Euro-Dollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.


 


(f)         
Each Revolving Loan that is an Alternative Currency Loan shall have an initial Interest Period as specified in the applicable
Borrowing Request. Thereafter, the applicable Borrower may elect to continue such Revolving Borrowing and may elect Interest Periods
therefor, by notifying the Administrative Agent of such election by telephone by the time and at the office that a Revolving Borrowing
Request would be required under Section 2.03 if such Borrower were requesting an Alternative Currency Loan to be made on the effective
date of such election. The applicable Borrower may elect different options with respect to different portions of the affected Revolving
Borrowing (each in a minimum Dollar Amount of $10,000,000), in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising any such Borrowing, and the Loans comprising each such portion shall be considered a separate
Borrowing. Promptly following receipt of such Interest Election Request the Administrative Agent shall advise each Lender of the
details thereof and of such Lender’s portion of each resulting Borrowing. If the applicable Borrower fails to deliver a timely
Interest Election Request with respect to an Alternative Currency Borrowing prior to the end of the Interest Period applicable
thereto, or any Interest Election Request fails to specify an Interest Period, then unless such Borrowing is repaid as provided
herein, such Borrower shall be deemed to have elected a subsequent Interest Period of one month’s duration.


 


Section 2.08.     
Termination and Reduction of Commitments. (a) Unless previously terminated, the 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 2.10, the Total Revolving Credit Exposure of all Lenders would exceed the total Commitments.


 






    30


     


    

 


(c)        
Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other
combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter
as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined
Lender”), the Company may notify the Administrative Agent that it desires to reduce the Commitment of the Lender surviving
such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which
had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving
Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired
Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction
in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments
effective upon the effective date of the Combination (or such later date as the Company may specify in its request), provided
that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder of each of the Combined Lenders other than the Combined Lender whose
Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have
no obligation with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether it wants
such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the
Company shall be responsible for finding one or more financial institutions (which for the avoidance of doubt may be an existing
Lender) (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably
withheld, conditioned or delayed), willing to assume the obligations of a Lender hereunder with aggregate Commitments up to the
amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments
or agreements as the Administrative Agent reasonably deems necessary or desirable to evidence such Replacement Lenders’ agreement
to become parties hereunder. For purposes of this Section 2.08(c), Required Lenders shall be determined as if the reduction in
the aggregate amount of the Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have
a single Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments shall be deemed to have been
reduced by the Retired Commitments).


 


(d)        
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) Domestic 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 or reduction of the Commitments delivered by the Company may state that such notice is conditioned
upon the effectiveness of other credit facilities or other matters 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 under this Section 2.08 shall
be made ratably among the Lenders in accordance with their respective Commitments.


 


(e)        
In addition, the Commitments shall be permanently and irrevocably reduced as and when provided in Section 2.10(c).


 


Section 2.09.     
Repayment of Loans; Evidence of Debt.


 


(a)           The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan
on the Maturity Date.


 






    31


     


    

 


(b)        
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the
Borrowers 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 currency and amount of each Loan
made hereunder, the Class 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 the applicable 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.


 


(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 obligation of the
Borrowers to repay the Loans in accordance with the terms of this Agreement.


 


(e)        
Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, such Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a
form approved by the Administrative Agent and the Borrower. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more promissory notes
in such form payable to the payee named therein and its registered assigns.


 


Section 2.10.     
Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing
in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.


 


(b)        
The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder
(i) in the case of prepayment of a Euro-Dollar Borrowing, not later than 11:00 a.m., New York City time, three Euro-Dollar Business
Days before the date of prepayment, (ii) in the case of prepayment of an Alternative Currency Borrowing, not later than 11:00 a.m.,
New York City time, three Euro-Currency Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR
Revolving Borrowing, not later than 11:00 a.m., New York City time, one Domestic Business Day before 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 (A) if a notice of prepayment is given in connection with a conditional notice of termination
of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.08 and (B) a notice of prepayment by any Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities or other matters specified therein, in which case such notice may be revoked
by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall
advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment under
this Section 2.10 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 2.12 and (ii) break funding payments required by Section 2.15.


 






    32


     


    

 


(c)        
In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Company or any of its Subsidiaries
from either (i) the incurrence of any Specified Indebtedness or (ii) the issuance of any Specified Equity, the Company shall in
each case, with respect to any Loans then outstanding, within five (5) Business Days after such Net Cash Proceeds are received
by the Company or any of its Subsidiaries, prepay the principal amount of such Loans then outstanding (if any) in an amount equal
to the lesser of (x) the principal amount of Loans then outstanding and (y) 100% of the amount of such Net Cash Proceeds, which
proceeds shall be applied in each case to minimize, to the extent reasonably practicable, any additional amounts required under
Section 2.15 (it being understood and agreed that nothing in such Section 2.15 or with respect to the amounts required thereunder
in respect of such application of proceeds shall delay the application of such proceeds as contemplated by this Section 2.10(c)),
and, regardless of whether any Loans were outstanding and required to be so prepaid pursuant to this Section 2.10(c), there shall
be an immediate, permanent and irrevocable ratable reduction of the Commitments then outstanding (1) effective as of the date such
Net Cash Proceeds are received by the Company or any of its Subsidiaries, in an amount equal to the amount by which 100% of the
amount of such Net Cash Proceeds exceeds the principal amount of Loans then outstanding, and (2) upon the earlier of such prepayment
of outstanding Loans described above and such fifth (5th) Business Day after the receipt of such Net Cash Proceeds in
an amount equal to the principal amount of Loans then outstanding. The Company shall provide prior written notice to the Administrative
Agent regarding each prepayment and commitment reduction pursuant to this Section 2.10(c).


 


Section 2.11.     
Fees. (a) Subject to Section 2.23, the Company agrees to pay to the Administrative Agent for the account of each Lender
a commitment fee in Dollars, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender
(other than a Defaulting Lender) during the period from and including the Effective Date to but excluding the date on which such
Commitment terminates. Accrued commitment fees shall be payable in arrears on the twentieth (20th) day following 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. If the date on which accrued commitment fees are payable is not a Domestic Business Day, the
date for payment of such fees shall be extended to the next succeeding Domestic Business Day. All commitment 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)        
On September 30, 2020, the Company agrees to pay to the Administrative Agent for the account of each Lender a duration fee
in Dollars of 0.10% of the Commitment then outstanding held by such Lender on September 30, 2020.


 






    33


     


    

 


(c)        
All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of commitment fees and duration fees, to the Lenders entitled thereto. Fees paid in accordance with this
Section 2.11 shall not be refundable under any circumstances.


 


Section 2.12.     
Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.


 


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


 


(c)        
[Reserved].


 


(d)        
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 or interest on 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.


 


(e)        
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, on the Maturity Date
for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued
pursuant to paragraph (d) 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 Euro-Dollar 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.


 


(f)         
All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest 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) interest computed with respect to Loans denominated in Pound Sterling (if
any) 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 or Adjusted LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent demonstrable error.


 


Section 2.13.     
Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Euro-Currency Borrowing:


 


(i)       the
Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate for deposits in the relevant currency for
such Interest Period; or


  



    34


     


    




 


 


 


 



 


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


 


then the Administrative Agent shall give notice (in reasonable
detail) thereof to the Company and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative
Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative
Agent shall do promptly after becoming aware thereof), (A) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Euro-Currency Borrowing of the affected currency shall be ineffective,
(B) if any Borrowing Request requests a Euro-Dollar Borrowing, such Borrowing shall be made as an ABR Borrowing and (C) if any
Borrowing Request requests a Euro-Currency Borrowing denominated in any affected Alternative Currency, such Borrowing Request shall
be deemed ineffective.


 


(b)       Notwithstanding
the foregoing, if at any time the Administrative Agent determines (which determination shall be conclusive absent demonstrable
error), or the Company notifies the Administrative Agent that the Company has determined, that (i) the circumstances set forth
in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause
(a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement
that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication
of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date
after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator
that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made
a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published
or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining
interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest
to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated
loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of
interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of
interest as so determined would be less than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement. Notwithstanding
anything to the contrary in Section 12.02, such amendment shall become effective without any further action or consent of any other
party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice
of such alternate rate of interest (along with the amendment to this Agreement giving effect to the changes hereto in respect of
such alternate rate of interest) is provided to the Lenders, a written notice from the Required Lenders stating that such Required
Lenders object to such amendment and the basis for such objection. Until an alternate rate of interest shall be determined in accordance
with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the
first sentence of this Section 2.13(b), only to the extent the LIBO Screen Rate for the relevant currency and such Interest Period
is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion
of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Euro-Currency Borrowing of the affected currency
shall be ineffective, (y) if any Borrowing Request requests a Euro-Dollar Borrowing, such Borrowing shall be made as an ABR Borrowing
and (z) if any Borrowing Request requests a Euro-Currency Borrowing denominated in any affected Alternative Currency, such Borrowing
Request shall be deemed ineffective.


 






    35


     


    

 


Section 2.14.     
Increased Costs. (a) If any Change in Law shall


 


(i)           
impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender or its Applicable Lending Office (except any such reserve requirement
reflected in the Adjusted LIBO Rate); or


 


(ii)           
impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this
Agreement or Euro-Currency Loans made by such Lender or participation therein;


 


and the result of any of the foregoing shall be to increase
the cost to such Lender (or its Applicable Lending Office) of making, continuing, converting or maintaining any Loan (or of maintaining
its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (or its Applicable
Lending Office) (whether of principal, interest or otherwise), then the Company will pay (or will cause the relevant Borrower to
pay) to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


(b)        
If any Lender 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 capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Company
will pay (or will cause the relevant Borrower to pay) to such Lender such additional amount or amounts as will compensate such
Lender or such Lender’s holding company for any such reduction suffered.


 


(c)        
If a Change in Law shall subject any Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans,
loan principal, letters of credit, commitments, or other obligations hereunder, or its deposits, reserves, other liabilities or
capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Loan (or
of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or otherwise), then the Company will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.


 






    36


     


    

 


(d)        
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company,
as the case may be, as specified in paragraph (a), (b) or (c) of this Section and the calculation of such amount or amounts
in reasonable detail shall be delivered to the Company and shall be conclusive absent clearly demonstrable error; provided
that such Lender shall not be required to disclose any information to the extent prohibited by law or regulation. The Company or
the relevant Borrower, as the case may be, shall pay such Lender the amount shown as due on any such certificate free of clearly
demonstrable error within 15 days after receipt thereof. In requesting any compensation pursuant to this Section, each Lender
will use good faith efforts to treat the applicable Borrower in substantially the same manner as such Lender treats other similarly
situated borrowers under similar circumstances.


 


(e)        
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section 2.14 for any increased costs or reductions incurred more than 90 days prior to the date that
such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
claim to receive compensation therefor; provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect
thereof.


 


Section 2.15.     
Break Funding Payments. In the event of (a) the payment of any principal of any Euro-Currency Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Euro-Dollar
Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay
any Euro-Currency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(b) and is revoked in accordance therewith) or (d) the assignment of any Euro-Currency Loan other
than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19,
then, in any such event, the relevant Borrower shall compensate each Lender for the loss (excluding loss of margin), cost and expense
attributable to such event. 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 Dollars or other applicable currency of a comparable amount and period from other banks in the London interbank
market; provided, however, that such Borrower shall not be required to compensate any Lender for any costs of terminating
or liquidating any hedge or trading position (including any rate swap, basis swap, forward rate transaction, interest rate option,
cap, collar or floor transaction, or any similar transaction). A certificate of any Lender setting forth any amount or amounts
that such Lender is entitled to receive pursuant to this Section and the calculation of such amount or amounts in reasonable detail
shall be delivered to the Borrower and shall be conclusive absent clearly demonstrable error. The Borrower shall pay such Lender
the amount shown as due on any such certificate free of clearly demonstrable error within 10 days after receipt thereof.


 






    37


     


    

 


Section 2.16.     
Taxes. (a) Any and all payments by or on account of any obligation of any Credit Party under the Loan Documents shall be
made free and clear of and without deduction for any Taxes, except as required by applicable law. If any Credit Party or the Administrative
Agent (the “Withholding Agent”) shall be required to deduct any Indemnified Taxes or Other Taxes from or in
respect of any sum payable under the Loan Documents to any Lender or the Administrative Agent, then (i) the sum payable by such
Credit Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or such Lender (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Withholding Agent shall make such deductions and (iii) the Withholding
Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


 


(b)        
In addition, each Credit Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


 


(c)        
The relevant Credit Party shall indemnify the Administrative Agent and each Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case
may be, on or with respect to any payment by or on account of any obligation of such Credit Party under the Loan Documents (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the relevant Credit
Party shall not be obligated to indemnify the Administrative Agent or such Lender, as the case may be, pursuant to this Section
in respect of penalties, interest or similar liabilities arising therefrom or with respect thereto to the extent such penalties,
interest or similar liabilities are attributable to the gross negligence or willful misconduct by the Administrative Agent or such
Lender, as the case may be. A certificate as to the amount of such payment or liability delivered to the relevant Credit Party
by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent clearly demonstrable
error.


 


(d)        
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Credit Party to a Governmental Authority,
such Credit 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.


 






    38


     


    

 


(e)        
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement
shall deliver to the Company (with a copy to the Administrative Agent), at the time or times reasonably requested by the Company
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested
by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. In
addition, any Lender, if requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative
Agent to determine whether or not such Lender is subject to any withholding (including 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 2.16(f), (g), (h) and (i) below) shall not be required
if in the Lender’s 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.


 


(f)         
Without limiting the foregoing, at the times indicated herein, each Foreign Lender shall, to the extent it is legally entitled
to do so, provide the Company and the Administrative Agent with duly and accurately executed originals of Internal Revenue Service
form W-8BEN, W-8BEN-E, W-8IMY (accompanied by a form W-8ECI, W-8BEN, W-8BEN-E or W-9 and other certification documents from each
beneficial owner, as applicable) or W-8ECI (in each case accompanied by any statements which may be required under applicable Treasury
regulations), as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to receive payments under this Agreement (i) without deduction or withholding of any United States federal income Taxes
or (ii) subject to a reduced rate of United States federal withholding Tax. Such forms shall be provided (x) on or prior to the
date of the Lender’s execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof,
and on or prior to the date on which it becomes a Lender in the case of each other Lender, and (y) on or before the date that such
form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by
the Lender.


 


(g)        
Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver
to the Company 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 request of the Company or the Administrative Agent), duly and accurately executed originals
of Internal Revenue Service form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is not
subject to U.S. federal backup withholding Tax. For the avoidance of doubt, such Tax is an “Excluded Tax”.


 


(h)        
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 requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Company or the Administrative Agent as may be necessary for the Company or the Administrative Agent
to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this Section 2.16(h),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement, whether or not included in the
definition of FATCA.


 






    39


     


    

 


(i)          
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.


 


(j)          
If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional
amounts pursuant to this Section 2.16, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by such Borrower under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses with respect to such refund of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund);
provided that such Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid
over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.


 


(k)        
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes or Other Taxes attributable to such Lender (but only to the extent that the applicable Borrower has not already indemnified
the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the such Borrower to
do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(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 this Agreement, 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 this Agreement 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 (k).


 


(l)          
Each party’s obligations under this Section 2.16 shall survive any assignment of rights by, or the replacement of,
a Lender, the resignation or replacement of the Administrative Agent, the termination of the Commitments and the repayment, satisfaction
or discharge of all other obligations under this Agreement.


 






    40


     


    

 


Section 2.17.     
Foreign Subsidiary Costs. If the cost to any Lender of making or maintaining any Loan to a Subsidiary Borrower is increased,
or (except as permitted by Section 2.16) the amount of any sum received or receivable by any Lender (or its Applicable Lending
Office) is reduced in each case by an amount deemed by such Lender to be material, by reason of the fact that such Subsidiary Borrower
is incorporated in, or conducts business in, a jurisdiction outside the United States, the Company shall indemnify such Lender
for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate
of such Lender claiming compensation under this Section 2.17 and setting forth the additional amount or amounts to be paid to it
hereunder (and a calculation thereof in reasonable detail) shall be delivered to the Company contemporaneously with any such demand
and shall be conclusive in the absence of clearly demonstrable error. In requesting any compensation pursuant to this Section,
each Lender will use good faith efforts to treat the Company in substantially the same manner as such Lender treats other similarly
situated borrowers under similar circumstances.


 


Section 2.18.     
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment of principal of, and
interest on, the Dollar-Denominated Loans, and of fees hereunder, not later than 12:00 noon (New York City time) on the date when
due, in Dollars in funds immediately available in New York City. The Borrower shall make each payment of principal of, and interest
on, the Alternative Currency Loans denominated in an Alternative Currency in the relevant Alternative Currency in such funds as
may then be customary for the settlement of international transactions in such Alternative Currency. Each such payment shall be
made without reduction by reason of any 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 Domestic Business Day (in
the case of amounts denominated in Dollars) or Euro-Currency Business Day (in the case of amounts denominated in an Alternative
Currency) for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices
at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.14, 2.15, 2.16, 2.17 and 12.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments 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 Domestic Business Day (in the case of ABR Loans denominated in Dollars) or a Euro-Currency Business Day (in the
case of Euro-Currency Loans denominated in an Alternative Currency), the date for payment shall be extended to the next succeeding
Domestic Business Day (in the case of ABR Loans denominated in Dollars) or Euro-Currency Business Day (in the case of Euro-Currency
Loans denominated in an Alternative Currency), and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension.


 


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


 






    41


     


    

 


(c)        
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 Revolving Loans resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Revolving 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 Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving 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 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.


 


(d)        
Unless the Administrative Agent shall have received notice from the Company or the applicable Borrower prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders that a 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, the amount due. In such event, if such Borrower has not in fact made such payment,
then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to
such Lender 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 (i) the NYFRB Rate (if such distribution was made in Dollars) or (ii) the rate
per annum at which one-day deposits in the relevant currency are offered by the principal London office of the Administrative Agent
in the London interbank market (if such distribution was made in an Alternative Currency).


 


(e)        
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(b), 2.18(d) or 12.03(c),
then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter
received by the Administrative Agent for the account of such Lender under this Agreement for the benefit of the Administrative
Agent 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 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.


 









    42


     


    

 





Section 2.19.     
Mitigation Obligations; Replacement of Lenders.



 


(a)        
If any Lender requests compensation under Section 2.14 or 2.17, or if any Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use
reasonable efforts to designate a different Applicable 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 2.14, 2.16 or 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.


 


(b)        
If any Lender or Participant of any Lender requests compensation under Section 2.14 or 2.17, or if any Borrower is required
to pay any additional amount to any Lender, any Participant of any Lender or any Governmental Authority for the account of any
Lender (or a Participant) pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender or invokes Section 2.22, or if
any Lender shall refuse to consent to any waiver, amendment or other modification that would otherwise require such Lender’s
consent but to which the Required Lenders have consented, or if the credit (or similar) rating of any Lender (or any Parent thereof)
by one or more of S&P or Moody’s or any other nationally recognized statistical rating organization shall at any time
be lower than BBB/Baa2 (or the equivalent), or if, as to any Lender, such Lender (or Parent thereof) shall at any time have no
credit (or similar) rating in effect by at least one such organization, or if any Lender or its Parent has become the subject of
a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), or if any Lender is a Disqualified Institution
at the time it becomes a Lender or any Lender assigns or participates all or any portion of its Loans and/or Commitments to a Disqualified
Institution in violation of Section 12.04, without the written consent of the Borrower, 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 12.04), all its interests, rights and obligations under
this Agreement to an assignee 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, which
consent shall not unreasonably be withheld, conditioned or delayed and (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its 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 or the relevant Borrower
(in the case of all other amounts). Each party hereto agrees that (1) 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 (2) 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 and 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. Notwithstanding any other provision of
this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any case or other proceeding in which
a Bail-In Action may occur) (each, a “Bail-In Lender”), then the Company may terminate such Bail-In Lender’s
Commitment hereunder, provided that (A) no Default or Event of Default shall have occurred and be continuing at the time
of such Commitment termination, (B) in the case of a Bail-In Lender, the Company shall concurrently terminate the Commitment of
each other Lender that is a Bail-In Lender at such time, (C) the Administrative Agent and the Required Lenders shall have consented
to each such Commitment termination (such consents not to be unreasonably withheld, conditioned or delayed, but may include consideration
of the adequacy of the liquidity of the Company and its Subsidiaries) and (D) such Bail-In Lender shall have been paid all amounts
then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may
pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that
has a Commitment that concurrently is being terminated under this Section 2.19(b))).


 






    43


     


    

 


Section 2.20.     
Currency Equivalents. (a) The Administrative Agent shall determine the Dollar Amount of: (i) each Alternative Currency Loan
on each of the following: (x) the date of the Borrowing of such Loan and (y) each date of a conversion or continuation of such
Loan pursuant to the terms of this Agreement; and (ii) any Borrowing, on any additional date as the Administrative Agent may
determine at any time when an Event of Default exists. Each day upon or as of which the Administrative Agent determines Dollar
Amounts as described in the preceding clauses (i) and (ii) is herein described as a “Computation Date” with respect
to each Loan and/or Borrowing for which a Dollar Amount is determined on or as of such day, and the Administrative Agent shall
notify the Company and the Lenders of all such determinations and related computations on such Computation Date.


 


(b)        
If, other than as a result of fluctuations in currency exchange rates, after giving effect to any such determination of
a Dollar Amount, the Total Revolving Credit Exposure of all Lenders exceed the aggregate amount of the Commitments or if at any
time, solely as a result of fluctuations in currency exchange rates, the aggregate Dollar Amount of Loans exceeds 105% of the aggregate
amount of the Commitment, the Borrowers shall within five Euro-Currency Business Days prepay outstanding Loans (as selected by
the Company and notified to the Lenders through the Administrative Agent not less than three Euro-Currency Business Days prior
to the date of prepayment) or take other action to the extent necessary to eliminate any such excess.


 


Section 2.21.     
Margin Determinations. The Administrative Agent shall determine the Applicable Rate from time to time in accordance with
the provisions set forth below:


 


The “Euro-Currency Margin”
at any date is a rate per annum equal to the then applicable rate set forth in the “Pricing Grid” below under the column
headed “Euro-Currency Margin.”


 


The “ABR Margin” at any
date is a rate per annum equal to the then applicable rate set forth in the “Pricing Grid” below under the column headed
“ABR Margin.”


 






    44


     


    

 



 


The “Commitment Fee Rate”
at any date is a rate per annum equal to the then applicable rate set forth in the “Pricing Grid” below under the column
headed “Commitment Fee.”


 


	Pricing Grid
	Pricing

Level	Commitment

 Fee	Euro-Currency

Margin	ABR

Margin
	I	0.20%	1.25%	0.25%
	II	0.30%	1.50%	0.50%
	III	0.35%	1.75%	0.75%
	IV	0.40%	1.875%	0.875%
	V	0.50%	2.00%	1.00%


 


For purposes of the foregoing table, the
following terms have the following meanings, subject to the further provisions of this Section:


 


“Level I Pricing” applies
at any date if, at such date, the Company’s senior unsecured long-term debt is rated A+ or higher by S&P and A1 or higher
by Moody’s.


 


“Level II Pricing” applies
at any date if, at such date (i) no better Pricing Level applies and (ii) the Company’s senior unsecured long-term debt is
rated A by S&P and A2 by Moody’s.


 


“Level III Pricing” applies
at any date if, at such date (i) no better Pricing Level applies and (ii) the Company’s senior unsecured long-term debt is
rated A- by S&P and A3 by Moody’s.


 


“Level IV Pricing” applies
at any date if, at such date, (i) no better Pricing Level applies and (ii) the Company’s senior unsecured long-term debt
is rated BBB+ by S&P and Baa1 by Moody’s.


 


“Level V Pricing” applies
at any date if, at such date, no other Pricing Level applies.


 


“Pricing Level” refers
to the determination of which of Level I, Level II, Level III, Level IV or Level V Pricing applies at any date. A “better”
Pricing Level is one with a lower roman numeral.


 


“Rating Agency” means
S&P or Moody’s (and their successors).


 


In determining the applicable Pricing Level:
(a) if ratings are available from the two Rating Agencies but are not equivalent, then (i) if the ratings differential is one ratings
level, the Pricing Level shall be that applicable to the higher of the two ratings and (ii) if the ratings differential is
two rating levels or more, the Pricing Level shall be that which would be applicable to a rating which is one rating level below
the higher of the two ratings, (b) if a rating from only one Rating Agency is available, then the Pricing Level shall be that
applicable to such rating and (c) if ratings are not available from either of the two Rating Agencies, then Level V Pricing
shall apply.


  



    45


     


    




 


The credit ratings to be utilized for purposes
of this Section are those assigned by S&P or Moody’s to the senior unsecured long-term debt securities of the Company
without third-party credit enhancement, and any rating assigned to any other debt security of the Company shall be disregarded;
provided that if no such rating is available from any one or more of the two Rating Agencies, the ratings used for purposes
of determining the Pricing Level with respect to each such Rating Agency shall be the corporate family rating assigned by such
Rating Agency to the Company. The rating in effect at any date is that in effect at the close of business on such date. If the
rating system of any Rating Agency shall change, or if any Rating Agency shall cease to be in the business of rating corporate
debt obligations, the Company and the Administrative Agent shall negotiate in good faith to amend this Section to reflect such
changed rating system or the nonavailability of ratings from such Rating Agency and, pending the effectiveness of any such amendment,
the Pricing Level shall be determined by reference to the rating most recently in effect prior to such change or cessation.


 


Section 2.22.     
Illegality. (a) If, after the Effective Date, the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its
Euro-Currency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central
bank or comparable agency shall make it unlawful or impossible for any Lender (or its Euro-Currency Lending Office) to make, maintain
or fund its Euro-Currency Loans to any Borrower and such Lender shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Lenders and the Company, whereupon until such Lender notifies the Company and
the Administrative Agent that the circumstances giving rise to such suspension no longer exist (which such Lender shall do promptly
after becoming aware thereof), the obligation of such Lender to make Euro-Currency Loans to such Borrower, or to convert outstanding
Loans to such Borrower into Euro-Dollar Loans, shall be suspended. If such notice is given with respect to Euro-Dollar Loans, each
Euro-Dollar Loan of such Lender then outstanding shall be converted to an ABR Loan either (i) on the last day of the then current
Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Euro-Dollar
Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such
Euro-Dollar Loan to such day. If such notice is given with respect to Alternative Currency Loans, the relevant Borrower shall prepay
such Alternative Currency Loans either (i) on the last day of the then current Interest Period applicable to such Alternative Currency
Loan if such Lender may lawfully continue to maintain and fund such Alternative Currency Loan to such day or (ii) immediately if
such Lender shall determine that it may not lawfully continue to maintain and fund such Alternative Currency Loan to such day.


 


(b)        
If it is unlawful for any Lender (or its Applicable Lending Office) to make or maintain Loans to any Subsidiary Borrower
and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other
Lenders and the Company, whereupon until such Lender notifies the Company and the Administrative Agent that the circumstances giving
rise to such suspension no longer exist (which such Lender shall do promptly after becoming aware thereof), the obligation of such
Lender to make or maintain Loans to such Subsidiary Borrower shall be suspended. If such notice is given, each Loan of such Lender
then outstanding to such Subsidiary Borrower shall be prepaid either (i) in the case of a Euro-Currency Loan, on the last day of
the then current Interest Period applicable thereto if such Lender may lawfully continue to maintain such Loan to such day or (ii)
immediately if clause (i) does not apply.


 






    46


     


    

 


(c)        
If so requested by the Administrative Agent and the Company, and provided that it may lawfully do so, any Lender whose Alternative
Currency Loans have been prepaid pursuant to clause (a) of this Section or whose Loans to a Subsidiary Borrower have been prepaid
pursuant to clause (b) of this Section shall purchase participations in the related Loans of the other Lenders, and such other
adjustments shall be made, including without limitation Loans to the Company in an equivalent Dollar Amount in the event that participations
in such related Loans may not lawfully be purchased by such Lenders, as may be required so that the credit exposure of the Lenders
with respect to the Loans is shared on a basis proportionate to the Commitments of the Lenders.


 


(d)        
Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Applicable
Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.


 


Section 2.23.     
Defaulting Lenders. If any Lender becomes a Defaulting Lender, then the following provision shall apply for so long as such
Lender is a Defaulting Lender:


 


(a)        
fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to Section 2.11(a).


 


In the event that the Administrative Agent
and the Borrower reasonably determine that a Defaulting Lender has adequately remedied all matters that caused such Lender to be
a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative
Agent shall determine is necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 


Article
3

Representations and Warranties


 


The Company represents and warrants as of
the Effective Date (and as of each subsequent date required under Section 4.02) to the Administrative Agent and the Lenders that:


 


Section 3.01.     
Organization; Powers. It and each Significant Subsidiary (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and
assets and to carry on its business as now conducted and as proposed to be conducted, except where the failure to have such power
and authority could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in
every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected
to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations
under each Loan Document to which it is a party and under each other agreement or instrument contemplated thereby to which it is
or will be a party and, in the case of any Borrower, to borrow hereunder.


 






    47


     


    

 


Section 3.02.     
Authorization. The Transactions (a) have been duly authorized by all requisite corporate, partnership, limited liability
company or analogous and, if required, stockholder, partner, member or analogous action and (b) will not (i) materially violate
any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents
or by-laws of any Credit Party or any Significant Subsidiary, (ii) materially violate any order of any Governmental Authority or
(iii) materially violate any provision of any material indenture, agreement or other instrument to which any Credit Party or any
Significant Subsidiary is a party or by which any of them or any of their property is or may be bound, (iv) be in material conflict
with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default under any
such indenture, agreement or other instrument or (v) result in the creation or imposition of any Lien upon any property or assets
of any Credit Party or any Significant Subsidiary (other than under any Loan Document).


 


Section 3.03.     
Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes, and each other Loan
Document to which any Credit Party is party, when executed and delivered by such Credit Party, will constitute, a legal, valid
and binding obligation of each such Credit Party enforceable against each such Credit Party in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Loans and
all other obligations or liabilities of the Company and each other Borrower hereunder shall not be subordinated in right of payment
to any other Indebtedness of the Company or such Borrower, respectively (it being understood that secured obligations of the Company
or any other Borrower have, by virtue of such security, a prior claim on the related collateral).


 


Section 3.04.     
Governmental Approvals. No action, consent or approval of, registration or filing with or other action by any Governmental
Authority to be made or obtained by any Credit Party is or will be required in connection with the Transactions, except such as
will have been made or obtained on or before the Effective Date and thereafter will be in full force and effect and any informational
filing with the Securities and Exchange Commission.


 


Section 3.05.     
Financial Statements. (a) The Company has heretofore furnished to the Lenders (i) its Consolidated balance sheet and related
Consolidated statements of earnings, cash flows and shareholders’ equity as of and for the fiscal year ended December 31,
2019, audited by and accompanied by the opinion of Pricewaterhouse Coopers LLP, independent public accountants and (ii) its Consolidated
balance sheet and related Consolidated statements of earnings and cash flows as of and for the fiscal quarter ended March 29, 2020,
certified by its chief financial officer. Such financial statements present fairly in all material respects the financial position
of the Company and its Consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods.
Such statements of financial position and the notes thereto disclose all material liabilities, direct or contingent, of the Company
and its Consolidated Subsidiaries as of the dates thereof required to be disclosed under GAAP. Such financial statements were prepared
in accordance with GAAP applied on a consistent basis.


 






    48


     


    

 


(b)        
Since December 31, 2019, there has been no material adverse change in the business, assets, property or financial condition
of the Company and its Subsidiaries taken as a whole (excluding, for the avoidance of doubt, changes or effects directly arising
out of or otherwise directly related to the impact of the COVID-19 pandemic on the Company’s operations, as described in
any Form 10-K, Form 10-Q or Form 8-K filed by the Company with the Securities and Exchange Commission prior to the Effective Date).


 


Section 3.06.     
Litigation; Compliance with Laws. (a) There are not any actions, suits, proceedings or governmental investigations at law
or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Company, threatened in writing
against the Company or any Subsidiary or any business, property or rights of any such Person (i) which involve the Loan Documents
or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination which could, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(b)        
Neither the Company nor any of the Subsidiaries is in violation of any law, rule or regulation (including, without limitation,
any Environmental Law, the Trading with the Enemy Act of the United States of America (as amended), any of the foreign assets control
regulations of the United States Treasury Department (as amended) and the Patriot Act), or in default with respect to any judgment,
writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result
in a Material Adverse Effect.


 


Section 3.07.     
Federal Reserve Regulations. The making of the Loans hereunder and the use of the proceeds thereof as contemplated hereby
will not violate or be inconsistent with Regulation U or Regulation X. After application of the proceeds of any Loan, not more
than 25% of the assets of the Company and its Subsidiaries taken as a whole will be represented by margin stock (within the meaning
of Regulation U).


 


Section 3.08.     
No Regulatory Restrictions on Borrowing. Neither the Company nor any other Borrower is (a) an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) subject to any other applicable
regulatory scheme which restricts its ability to incur the indebtedness to be incurred hereunder.


 


Section 3.09.     
[Reserved].


 


Section 3.10.     
[Reserved].


 


Section 3.11.     
[Reserved].


 


Section 3.12.     
Beneficial Ownership Certification. As of the Effective Date, to the best knowledge of the Borrower, the information included
in the 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.


 






    49


     


    

 


Section 3.13.     
Anti-Corruption Laws and Sanctions. Each of the Credit Parties has implemented and maintains in effect policies and procedures
designed to promote and achieve compliance by the Credit Parties and their respective subsidiaries, directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and each of the Credit Parties, their respective subsidiaries and
their respective officers and employees and, to the knowledge of the executive officers of each Credit Party, its directors and
agents are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. None of (a)
the Credit Parties or any of their respective subsidiaries or, to the knowledge of the applicable Credit Party, any of their respective
directors, officers or employees, or (b) to the knowledge of the Credit Parties, any agent of the Credit Parties or any of their
respective subsidiaries that will act in any capacity in connection with or directly benefit from the credit facility established
hereby, is a Sanctioned Person. No Borrowing or use of proceeds thereof by any Credit Party will violate Anti-Corruption Laws or
applicable Sanctions.


 


Article
4

Conditions


 


Section 4.01.     
Effective Date. The obligations of the Lenders to make Loans shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section 12.02):


 


(a)        
The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission
or e-mail of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.


 


(b)        
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of Foley & Lardner LLP, special New York counsel for the Company, substantially in the
form of Exhibit B-1 and Sharon Barner, internal counsel to the Company, substantially in the form of Exhibit B-2,
, in each case covering such other matters relating to the Company, the Loan Documents or the Transactions as the Administrative
Agent shall reasonably request. The Company hereby requests such counsel 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 Company, the authorization of the Transactions
and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.


 


(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, confirming compliance with the conditions set forth in paragraphs (a) and
(b) of Section 4.02.


 


(e)        
The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced reasonably in advance of the Effective Date, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Company under the Loan Documents.


 


(f)         
[Reserved.]


 






    50


     


    

 


(g)        
(i) The Lenders shall have received all documentation and other information reasonably requested by such Lender in writing
at least five (5) days prior to the Effective Date in order to allow it to comply with applicable “know your customer”
and anti-money laundering rules and regulations with respect to the Company and (ii) to the extent the Company qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender
that has reasonably requested a Beneficial Ownership Certification at least ten (10) days prior to the Effective Date 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 conditions set forth in this clause (g) 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 is subject to the satisfaction
of the following conditions:


 


(a)        
The representations and warranties of each Credit Party set forth in each Loan Document to which it is party (other than
those set forth in Section 3.05(b) and Section 3.06(a)(ii)) shall be true and correct in all material respects (except to the extent
such representation or warranty is already qualified by materiality or Material Adverse Effect, in which case, in all respects)
on and as of the date of such Borrowing, except to the extent any such representation and warranty expressly relates to an earlier
date in which case such representation and warranty shall be true and correct in all material respects as of such earlier date
(except to the extent such representation or warranty is already qualified by materiality or Material Adverse Effect, in which
case, in all respects).


 


(b)        
At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.


 


(c)        
Receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03.


 


Each Loan shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


Section 4.03.     
First Borrowing by Each Eligible Subsidiary. The obligation of each Lender to make a Loan on the occasion of the first Borrowing
by each Eligible Subsidiary is subject to the satisfaction of the following further conditions:


 


(a)        
Receipt by the Administrative Agent of an opinion of counsel for such Eligible Subsidiary reasonably acceptable to the Administrative
Agent, substantially to the effect of Exhibit C hereto and covering such other matters relating to the transactions
contemplated hereby as the Required Lenders may reasonably require.


 


(b)        
Receipt by the Administrative Agent of all documents which it may reasonably request relating to the existence of such Eligible
Subsidiary, the corporate authority for and the validity of the Election to Participate of such Eligible Subsidiary and this Agreement
of such Eligible Subsidiary, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative
Agent.


 






    51


     


    

 


(c)        
Receipt by each Lender not less than five Euro-Currency Business Days prior to the date of such Borrowing or issuance of
all documentation and other information reasonably requested in writing by such Lender in order to allow it to comply with applicable
“know your customer” and anti-money laundering rules and regulations with respect to such Eligible Subsidiary (including
in connection with the Patriot Act and the Beneficial Ownership Regulation).


 


(d)        
Receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03.


 


(e)        
Receipt by the Administrative Agent of the Election to Participate for such Eligible Subsidiary, duly executed by such Eligible
Subsidiary, the Company, the Administrative Agent and each Lender.


 


Article
5

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, the Company
covenants and agrees with the Lenders that it will, and will cause each of its Subsidiaries or Significant Subsidiaries, as appropriate,
to:


 


Section 5.01.     
Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence, except (i) in the case of each Subsidiary that is not a Borrower to the extent that the failure
to take any such action could not reasonably be expected to have a Material Adverse Effect or (ii) as otherwise expressly permitted
under Section 6.02.


 


(b)        
Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend and keep in full force and effect the
rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names (as applicable) material
to the conduct of its business, (ii) comply in all material respects with all applicable laws, rules, regulations and orders of
any Governmental Authority, whether now in effect or hereafter enacted, and (iii) at all times maintain and preserve all property
material to the conduct of such business and keep such property in good repair, working order and condition (ordinary wear and
tear excepted) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements
and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all
times, except in the case of clauses (i), (ii) and (iii) above, to the extent that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.


 






    52


     


    

 


Section 5.02.     
Insurance. In the case of the Company and each Significant Subsidiary, keep its insurable properties insured at all times
in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or similar locations (including without limitation by the
maintenance of self-insurance to the extent consistent with industry practice), and maintain such other insurance, to such extent
and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in
the same or similar businesses, including public liability insurance against claims for personal injury or death or property damage
occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it, except in each case
to the extent that the failure to do so could not in the aggregate reasonably be expected to result in a Material Adverse Effect.


 


Section 5.03.     
Taxes. In the case of the Company and each Significant Subsidiary, pay and discharge all income and other material taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before
the same shall become delinquent or in default; provided that such payment and discharge shall not be required with respect
to any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate
action and the Company or such Significant Subsidiary shall, to the extent required by GAAP, set aside on its books adequate reserves
with respect thereto, except in each case, to the extent that the failure to do so could not in the aggregate reasonably be expected
to result in a Material Adverse Effect.


 


Section 5.04.     
Financial Statements, Reports, Etc. In the case of the Company, furnish to the Administrative Agent (which will promptly
furnish same to each Lender):


 


(a)        
within 90 days after the end of each fiscal year, its Consolidated balance sheet and related Consolidated statements of
earnings, cash flows and shareholders’ equity, showing the financial position of the Company and its Consolidated Subsidiaries
as of the close of such fiscal year and their results of operations and cash flows for such year, all audited by PricewaterhouseCoopers
LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which
shall not be qualified in any material respect except with the consent of the Required Lenders) to the effect that such Consolidated
financial statements fairly present in all material respects the financial position, results of operations and cash flows of the
Company on a Consolidated basis in accordance with GAAP consistently applied (except with respect to consistency as otherwise indicated
therein), provided that if the independent auditor’s report with respect to such consolidated financial statements
is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on
internal controls over financial reporting), then such report may include a qualification or limitation relating to the Company’s
system of internal controls over financial reporting due to the exclusion of any acquired business from the management report on
internal controls over financial reporting made pursuant to Item 308 of Regulation S-K of the Securities and Exchange Commission,
to the extent such exclusion is permitted under provisions published by the Securities and Exchange Commission; provided further,
if applicable, the independent auditor’s report may contain references to independent audits performed by other independent
public accountants of recognized national standing as contemplated by AU Section 543, Part of Audit Performed by Other Independent
Auditors, or any successor standard under GAAP.


 






    53


     


    

 


(b)        
within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its Consolidated balance sheet
and related Consolidated statements of earnings and cash flows showing the financial position of the Company and its Consolidated
Subsidiaries as of the close of such fiscal quarter and their results of operations for such fiscal quarter and the then elapsed
portion of the fiscal year and their cash flows for the then elapsed portion of the fiscal year, all certified by one of its Financial
Officers as fairly presenting in all material respects the financial position, results of operations and cash flows of the Company
on a Consolidated basis in accordance with GAAP consistently applied (except with respect to consistency as otherwise indicated
therein), subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)        
concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate, substantially in
the form of Exhibit F hereto, of a Financial Officer (i) certifying that no Default has occurred or, if a Default has occurred,
specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii)
setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with
the covenants contained in Section 7.01;


 


(d)        
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other
materials filed by it with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the
functions of such Commission, or with any national securities exchange, or distributed to its shareholders generally, as the case
may be; and


 


(e)        
promptly, from time to time, (x) such other information regarding the operations, business affairs and financial condition
of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, at the request
of any Lender, may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or
any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act and the Beneficial Ownership Regulation (it being understood and agreed that neither the Company nor
any of its Subsidiaries shall be required to disclose or discuss, or permit the inspection, examination or making of extracts of,
any records, books, information or account or other matter (1) in respect of which disclosure to the Administrative Agent, any
Lender or their representatives is then prohibited by applicable law or any agreement binding on the Company or its Subsidiaries,
(2) that is protected from disclosure by the attorney-client privilege or the attorney work product privilege or (3) constitutes
non-financial trade secrets or non-financial proprietary information).


 


Information required to be delivered pursuant
to paragraphs 5.04(a), 5.04(b) or 5.04(d) above shall be deemed to have been delivered on the date on which (x) such information
has been posted on the Internet by the Securities and Exchange Commission at https://www.sec.gov/edgar/searchedgar/webusers.htm
(or any successor website) or (y) the Company provides notice to the Administrative Agent that such information has been posted
on the Company’s website on the Internet at www.cummins.com or at another website identified in such notice and accessible
by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to paragraph
5.04(c) and (ii) the Borrower shall deliver paper copies of the information referred to in paragraphs 5.04(a) or 5.04(b) to any
Lender which requests such delivery. Notwithstanding the above, if any report, certificate or other information required under
this Section 5.04 is due on a day that is not a Domestic Business Day, then such report, certificate or other information
shall be required to be delivered on the first day after such day that is a Domestic Business Day.


  



    54


     


    




 


 


 



 


Section 5.05.     
Litigation and Other Notices. In the case of the Company, furnish to the Administrative Agent (which will promptly notify
each Lender) prompt written notice of the following:


 


(a)        
any Default of which an executive officer of the Company has knowledge, specifying the nature and extent thereof and the
corrective action (if any) proposed to be taken with respect thereto;


 


(b)        
the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action,
suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Affiliate
thereof as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably
be expected to result in a Material Adverse Effect;


 


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


 


(d)        
any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;


 


(e)        
any change, following the effectiveness thereof, in the Company’s senior unsecured debt rating from S&P or Moody’s
or in its corporate credit rating from S&P; and


 


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


 


Section 5.06.     
Maintaining Records; Access to Properties and Inspections. In the case of the Company and each Significant Subsidiary, maintain
all financial records in a manner sufficient to be able to prepare financial statements in accordance with GAAP and permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect the financial
records and the properties of the Company or any Significant Subsidiary at reasonable times and as often as reasonably requested
and to make extracts from and copies of such financial records, and permit any representatives designated by any Administrative
Agent or any Lender to discuss the affairs, finances and condition of the Company or any Significant Subsidiary with the officers
thereof and independent accountants therefor; provided that (i) the Company or such Significant Subsidiary may require that
a representative appointed by it be present at such inspections or discussions, (ii) the obligations of the Company and its Significant
Subsidiaries under this Section are subject to, and the Administrative Agent and any such Lender shall comply with, all applicable
confidentiality restrictions, (iii) unless an Event of Default has occurred and is continuing, the Company and its Significant
Subsidiaries, taken as a whole, shall only be required to reimburse the Administrative Agent and each Lender in the aggregate for
the expenses incurred by the Administrative Agent and each Lender for one such visit and inspection by the Administrative Agent
and each Lender in any calendar year and (iv) it is understood and agreed that neither the Company nor any of its Subsidiaries
shall be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information
or account or other matter (1) in respect of which disclosure to the Administrative Agent, any Lender or their representatives
is then prohibited by applicable law or any agreement binding on the Company or its Subsidiaries, (2) that is protected from disclosure
by the attorney-client privilege or the attorney work product privilege or (3) constitutes non-financial trade secrets or non-financial
proprietary information.


 






    55


     


    

 


Section 5.07.     
Use of Proceeds. Use the proceeds of the Loans only for the general corporate purposes of the Company and its Subsidiaries.
The Company and its Subsidiaries are not engaged in the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U). No part of the proceeds of any Loan will be used, whether directly or indirectly,
(a) for any purpose that entails a violation of any of the Regulations of the Board, including Regulation T, Regulation U
and Regulation X, or (b) in any hostile acquisition of another Person. None of the Credit Parties will request any Borrowing,
and none of the Credit Parties shall use, and each of the Credit Parties shall procure that none of its subsidiaries nor its or
their respective directors, officers, employees and agents shall use, the proceeds of any Borrowing (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 or financing any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, in each case to the extent such activities, business or transaction would violate
Sanctions if conducted by a company organized in the United States or by a company organized in a European Union member state or
the United Kingdom, or (C) in any other manner that would result in liability to any Lender or the Administrative Agent under any
applicable Sanctions or the violation of any Sanctions by any Lender or the Administrative Agent.


 


Section 5.08.     
Compliance with Laws. Comply with all applicable laws, statutes, rules and regulations, including Environmental Laws, and
obtain, maintain and comply with any and all licenses, approvals, notifications, registrations or permits required by such applicable
laws, statutes, rules and regulations except to the extent that, in any such case, failure to do so could not be reasonably expected
to have a Material Adverse Effect. Each of the Credit Parties will maintain in effect and enforce policies and procedures designed
to promote and achieve compliance by the Credit Parties and each of their respective subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects.


 


Article
6





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, the Company covenants and
agrees with the Lenders that it will not, and will not cause or permit any of its Subsidiaries to:


 


Section 6.01.     
Negative Pledge. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities
of Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except:


 






    56


     


    

 


(a)        
Liens imposed by law for taxes, assessments, governmental charges or levies that are not yet due or are being contested
by proper action and for which adequate reserves in accordance with GAAP are established;


 


(b)        
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed
by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.03;


 


(c)        
pledges and deposits and other Liens made in the ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or regulations;


 


(d)        
Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of like nature, in each case in the ordinary course of business;


 


(e)        
easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the
ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected
property or interfere materially with the ordinary conduct of business of the Company or any Subsidiary;


 


(f)         
any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary; provided
that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply
to any other property or assets of the Company or any Subsidiary;


 


(g)        
Liens (including deposits) in connection with self-insurance;


 


(h)        
judgment or other similar Liens in connection with legal proceedings in an aggregate principal amount (net of amounts for
which relevant insurance providers have delivered written acknowledgements of coverage) not to exceed $300,000,000; provided
that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested
in good faith by appropriate proceedings;


 


(i)          
Liens arising in connection with advances or progress payments under government contracts;


 


(j)          
Liens on assets of Subsidiaries securing Indebtedness payable to the Company or any Wholly-Owned Consolidated Subsidiary;


 


(k)         
Liens on cash and cash equivalents deposited to discharge and/or defease Indebtedness in accordance with the terms thereof;


 


(l)          
 [Reserved]


 






    57


     


    

 


(m)      
Liens securing Indebtedness other than Indebtedness described in paragraphs (a) through (l) above, to the extent and only
to the extent that the aggregate amount of Priority Indebtedness shall not exceed the greater of (x) $2,500,000,000 and (y) 12.5%
of the Consolidated assets of the Company and its Consolidated Subsidiaries as reflected in the annual or quarterly report then
most recently filed by the Company with the Securities and Exchange Commission, determined at the time such Liens are granted and
at the time of any subsequent incurrence of Indebtedness secured thereby;


 


(n)        
Liens arising from leases, subleases or licenses granted to others which do not interfere in any material respect with the
business of the Company or any of the Subsidiaries;


 


(o)        
Liens in respect of an agreement to dispose of any asset, to the extent such disposal is permitted by this Agreement;


 


(p)        
Liens arising under any retention of title arrangements entered into in the ordinary course of business or over goods or
documents of title to goods arising in the ordinary course of documentary credit transactions;


 


(q)        
Liens arising due to any cash pooling, netting or composite accounting arrangements between any one or more of the Company
and any of the Subsidiaries or between any one or more of such entities and one or more banks or other financial institutions where
any such entity maintains deposits;


 


(r)         
customary rights of set off, revocation, refund or chargeback or similar rights under deposit disbursement, concentration
account agreements or under the Uniform Commercial Code (or comparable foreign law) or arising by operation of law of banks or
other financial institutions where the Company or any of the Subsidiaries maintains deposit, disbursement or concentration accounts
in the ordinary course of business;


 


(s)         
the replacement, extension or renewal of any Lien permitted by clause (f) above upon or in the same assets subject thereto
or the replacement, extension or renewal (to the extent the amount thereof is not increased) of the Indebtedness or other obligation
secured thereby; and


 


(t)          
Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.01.


 


Section 6.02.     
Mergers, Consolidations, and Sales of Assets. In the case of the Company and any other Borrower, merge with or into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of related transactions) all or substantially all of its assets, or liquidate or dissolve
or reorganize in a jurisdiction that is not an Approved Jurisdiction, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary or other Person may merge into or consolidate
with the Company in a transaction in which the Company is the surviving corporation, (ii) any Subsidiary that is a Borrower may
merge into or consolidate with any other Person in a transaction in which the surviving entity is a Wholly-Owned Consolidated Subsidiary;
provided that the surviving corporation shall be a Borrower organized under the laws of an Approved Jurisdiction, and (iii)
any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any other Person.


 






    58


     


    

 


Section 6.03.     
Priority Indebtedness. In the case of Subsidiaries, incur, create, assume or permit to exist any Priority Indebtedness if,
immediately after giving effect to the incurrence thereof, the aggregate amount of Priority Indebtedness would exceed the greater
of (x) $2,500,000,000 and (y) 12.5% of the Consolidated assets of the Company and its Consolidated Subsidiaries as reflected in
the annual or quarterly report then most recently filed by the Company with the Securities and Exchange Commission.


 


Article
7





Financial Covenant


 


Section 7.01.     
Net Debt to Total Capital. The Company will not permit the ratio (the “Net Debt to Total Capital Ratio”)
of (a) Consolidated Net Debt to (b) Consolidated Total Capital, each determined as of the last day of each fiscal quarter, to be
greater than 0.65:1; provided that, at any time after the definitive agreement for any Material Acquisition shall have been
executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall
have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation
in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Indebtedness as set forth in the definition
of “Acquisition Indebtedness”)), any Acquisition Indebtedness (and the proceeds of such Indebtedness) shall be excluded
from the determination of the Net Debt to Total Capital Ratio.






 


Article
8





Events of Default


 


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


 


(a)        
any representation or warranty made, or deemed made, in or pursuant to the Loan Documents, or any representation, warranty,
statement or information contained in any written report, certificate, financial statement or other instrument furnished by or
on behalf of any Credit Party in connection with or pursuant to the Loan Documents, shall prove to have been false or misleading
in any material respect when so made, deemed made or furnished;


 


(b)        
default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment thereof or pursuant to any provision of the Loan Documents or otherwise;


 


(c)        
default shall be made in the payment of any interest on any Loan or any fee or any other amount (other than an amount referred
to in (b) above) due under the Loan Documents, when and as the same shall become due and payable, and such default shall continue
unremedied for a period of five Domestic Business Days;


 


(d)        
default shall be made in the due observance or performance by the Company or any Subsidiary of any covenant, condition or
agreement contained in Section 5.05(a), Section 5.07, Article 6 or Article 7 and such default shall continue unremedied for a period
of five Domestic Business Days after the earlier of (i) a Financial Officer of the Company becoming aware thereof and (ii) notice
thereof from the Administrative Agent or any Lender to the Company;


 






    59


     


    

 


(e)        
default shall be made in the due observance or performance by the Company or any Subsidiary of any covenant, condition or
agreement contained in the Loan Documents (other than those specified in (b), (c) or (d) above) and such default shall continue
unremedied for a period of ten Domestic Business Days after notice thereof from the Administrative Agent or any Lender to the Company;


 


(f)         
the Company or any Subsidiary shall (i) fail to pay any of its Indebtedness (excluding Indebtedness owing to the Company
or any of its Subsidiaries) in excess of $125,000,000 in the aggregate when due and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such Indebtedness or (ii) fail to observe or perform
any term, covenant or condition on its part to be observed or performed under any agreement or instrument relating to any such
Indebtedness, when required to be observed or performed, and such failure shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such failure is to accelerate, or permit the acceleration of,
the maturity of such Indebtedness or such Indebtedness has been accelerated and such acceleration has not been rescinded; or any
amount of Indebtedness in excess of $125,000,000 shall be required to be prepaid, defeased, purchased or otherwise acquired by
the Company or any Subsidiary (other than by a regularly scheduled required prepayment and other than secured Indebtedness that
becomes due as a result of the voluntary transfer of assets securing such Indebtedness), prior to the stated maturity thereof;
provided that none of the following shall give rise to an Event of Default: (i) secured Indebtedness that becomes due as
a result of the voluntary sale or transfer of assets securing such Indebtedness or a casualty or similar event, (ii) mandatory
prepayments or offers to purchase of Indebtedness in accordance with the documentation governing such Indebtedness by reason of
the receipt of net cash proceeds of (A) other Indebtedness, (B) dispositions (including, without limitation, as the result of casualty
events and governmental takings) or (C) equity issuances, or by reason of the generation of excess cash flow in an amount equal
to a percentage thereof, (iii) change of control offers made within 60 days after an acquisition with respect to, and effectuated
pursuant to, Indebtedness of an acquired Person or Indebtedness assumed by the Company or a Subsidiary pursuant to a mandatory
successor obligor clause under such Indebtedness in connection with the acquisition of all or substantially all of the assets of
a Person, (iv) any default under Indebtedness of an acquired business if such default is cured, or such Indebtedness is repaid,
within 60 days after the acquisition of such business so long as no other creditor accelerates or commences any kind of enforcement
action in respect of such Indebtedness, (v) prepayments required by the terms of Indebtedness as a result of customary provisions
in respect of illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other
similar customary requirements and (vi) any voluntary prepayment, redemption or other satisfaction of Indebtedness that becomes
mandatory in accordance with the terms of such Indebtedness solely as the result of the Company or any Subsidiary delivering a
prepayment, redemption or similar notice with respect to such prepayment, redemption or other satisfaction;


 






    60


     


    

 


(g)        
an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction
seeking (i) relief in respect of the Company or any Significant Subsidiary, or of a substantial part of the property or assets
of the Company or any Significant Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended,
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Company or any Significant Subsidiary, or for a substantial
part of the property or assets of the Company or any Significant Subsidiary, or (iii) the winding-up or liquidation of the Company
or any Significant Subsidiary; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving
or ordering any of the foregoing shall be entered;


 


(h)        
the Company or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief
under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Company or any Significant Subsidiary, or for a substantial
part of the property or assets of the Company or any Significant Subsidiary, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) admit in
writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of authorizing
any of the foregoing;


 


(i)          
one or more judgments for the payment of money in an aggregate amount in excess of $125,000,000 shall be rendered against
the Company, any Significant Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive
days during which execution shall not be effectively stayed; provided, however, that any such judgment shall not
be included in the calculation of the aggregate amount of judgments under this clause (i) if and for so long as (A) the amount
of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof
and (B) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed
the claim made for payment of, the amount of such judgment;


 


(j)          
a Change in Control shall occur;


 


(k)        
the provisions of Article 11 shall cease to constitute valid, binding and enforceable obligations of the Company for any
reason, or any Credit Party shall have so asserted in writing; or


 


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


 






    61


     


    

 


then, and in every such event (other than an event with respect
to any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event,
the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice
to the Company, take any or all of the following actions at the same or different times: (i) terminate forthwith the Commitments
and (ii) declare the Loans then outstanding to be forthwith due and payable, whereupon the principal of the Loans, together with
accrued interest thereon and any unpaid accrued fees and all other liabilities of any Borrower accrued hereunder, shall become
forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly
waived by each Borrower, anything contained herein to the contrary notwithstanding; and upon the occurrence of any event described
in paragraph (g) or (h) above with respect to any Borrower, the Commitments shall automatically terminate and the principal
of all Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of
the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by each Borrower, anything contained herein to the contrary notwithstanding.


 


Article
9





The Agents


 


Section 9.01.     
Appointment and Authorization of Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to it by the
terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.


 


Section 9.02.     
Rights and Powers of Administrative Agent as a Lender. The bank serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind
of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.


 


Section 9.03.     
Limited Duties and Responsibilities of Administrative Agent. The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 12.02) and (c) except as expressly set forth in any Loan Document, the Administrative Agent shall not have
any duty to disclose, and shall not be liable to any Lender for the failure to disclose, any information relating to the Company
or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates
in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 12.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by
the Company or a Lender, and 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 under any Loan Document 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, (iv) the 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 4 or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 






    62


     


    

 


Section 9.04.     
Authority of Administrative Agent to Rely on Certain Writings, Statements and Advice. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel
for the Company), independent accountants and other experts selected by it in good faith, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section 9.05.     
Sub-Agents and Related Parties. The Administrative Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.


 


Section 9.06.     
Resignation; Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent
as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any
such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, 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.
Upon the acceptance of its appointment as a successor Administrative Agent hereunder, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After
the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 12.03 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 it was acting as Administrative Agent.


 






    63


     


    

 


Section 9.07.     
Credit Decisions by Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon the Loan Documents, any related agreement
or any document furnished hereunder or thereunder.


 


Section 9.08.     
Administrative Agent’s Fee. 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.


 


Section 9.09.     
Other Agents. Nothing in the Loan Documents shall impose on any Agent or Arranger other than the Administrative Agent, in
its capacity as an Agent or Arranger, any obligation or liability whatsoever.


 


Section 9.10.     
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 each Arranger and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Company or any other Credit 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 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 Commitments and this Agreement, and the conditions for exemptive
relief thereunder are and will continue to be satisfied in connection therewith,


 


(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 Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, 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 Commitments and this Agreement, or


 



    64


     


    

 



  


(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 the Arrangers, the Syndication Agents, the Documentation Agents or any of their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Company or any other Credit Party, that none of the Administrative
Agent, or the Arrangers, the Syndication Agents, the Documentation Agents or any of their respective Affiliates is a fiduciary
with respect to the assets of such Lender involved in the Loans, the Commitments and this Agreement (including in connection with
the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related hereto or thereto).


 


(c)        
Each of the Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to
provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated
hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate
thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize
a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or
the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby,
the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting
fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of
credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


Section 9.11.     
Posting of Communications.


 


(a)        
The Company agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to
the Lenders by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other similar electronic
platform chosen by the Administrative Agent reasonably and in good faith to be its electronic transmission system and used by it
for such purpose with respect to its credit facilities generally (the “Approved Electronic Platform”).


 






    65


     


    

 


(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 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 and the
Company hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes
the risks of such distribution, other than risks arising from the gross negligence, bad faith or willful misconduct of any of the
foregoing parties (as determined by a court of competent jurisdiction by a final and nonappealable judgment).


 


(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 ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE
PARTIES”) HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER 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 CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE
APPROVED ELECTRONIC PLATFORM, OTHER THAN DIRECT ACTUAL DAMAGES ARISING FROM THE gross negligence,
bad faith or willful misconduct of any applicable party (as determined by a court of competent jurisdiction by a final and nonappealable
judgment).


 


(d)        
Each Lender 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 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 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.


 






    66


     


    

 


(e)        
Each of the Lenders 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 to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Article
10

Representations and Warranties of Eligible Subsidiaries


 


Each Eligible Subsidiary shall be deemed
by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that:


 


Section 10.01. 
Organization; Powers. Such Eligible Subsidiary (a) is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the power and authority to execute, deliver and perform its obligations hereunder
and under each other agreement or instrument contemplated thereby to which it is or will be a party and to borrow hereunder and
(c) is a Wholly-Owned Consolidated Subsidiary.


 


Section 10.02. 
Authorization. The Transactions and the execution and delivery by such Eligible Subsidiary of its Election to Participate
and the performance by such Eligible Subsidiary of this Agreement, (a) have been duly authorized by all requisite corporate, partnership,
limited liability company or analogous and, if required, stockholder, partner, member or analogous action and (b) will not (i) materially
violate any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive
documents or by-laws of such Eligible Subsidiary, (ii)materially violate any order of any Governmental Authority or (iii) materially
violate any provision of any material indenture, agreement or other instrument to which such Eligible Subsidiary is a party or
by which any of them or any of their property is or may be bound, (iv) be in material conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a material default under any such indenture, agreement or other instrument or (v)
result in the creation or imposition of any Lien upon any property or assets of such Eligible Subsidiary (other than under any
Loan Document).


 


Section 10.03. 
Enforceability. Its Election to Participate has been duly executed and delivered by such Eligible Subsidiary, and this Agreement
constitutes a legal, valid and binding obligation of such Eligible Subsidiary enforceable against such Eligible Subsidiary in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law.


 


Section 10.04. 
Taxes. Except as disclosed in such Election to Participate, there is no income, stamp or other tax of any country, or any
taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to
be made by such Eligible Subsidiary pursuant hereto, or is imposed on or by virtue of the execution, delivery or enforcement of
its Election to Participate.


 






    67


     


    

 


Article
11

Guaranty


 


Section 11.01. 
The Guaranty. The Company hereby unconditionally and absolutely guarantees the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the principal of and interest on each Loan made to each other Borrower pursuant to
this Agreement, and the full and punctual payment of all other amounts payable by each other Borrower under this Agreement. Upon
failure by any other Borrower to pay punctually any such amount, the Company agrees that it shall forthwith on demand pay the amount
not so paid at the place and in the manner specified in this Agreement.


 


Section 11.02. 
Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional, irrevocable and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:


 


(a)        
any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower or any other
Person under any Loan Document or by operation of law or otherwise (except to the extent the foregoing expressly releases the Company’s
obligations under this Article 11);


 


(b)        
any modification or amendment of or supplement to any Loan Document (other than any modification, amendment or supplement
of this Article 11 effected in accordance with Section 12.02);


 


(c)        
any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower
or any other Person under any Loan Document;


 


(d)        
any change in the corporate existence, structure or ownership of any Borrower or any other Person or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Borrower or any other Person or its assets or any resulting release or
discharge of any obligation of any Borrower or any other Person contained in any Loan Document;


 


(e)        
the existence of any claim, set-off or other rights which the Company may have at any time against any other Borrower, the
Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(f)         
any invalidity or unenforceability relating to or against any Borrower or any other Person for any reason of any Loan Document,
or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the principal of or interest
on any Loan or any other amount payable by it under any Loan Document; or


 


(g)        
any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Lender or any other
Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable
discharge of or defense to the Company’s obligations hereunder (in each case other than payment in full of the obligations
guaranteed hereunder).


 






    68


     


    

 


Section 11.03. 
Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. Each of the Company’s obligations hereunder
shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Loans
and all other amounts payable hereunder by the Company and each other Borrower under this Agreement shall have been paid in full
in cash (or backed by a standby letter of credit or cash collateralized, in each case in amounts and on terms satisfactory to the
Administrative Agent). If at any time any payment of the principal of or interest on any Loan or any other amount payable by any
other Borrower under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of such Borrower or otherwise, the Company’s obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.


 


Section 11.04. 
Waiver by the Company. The Company irrevocably waives acceptance of its guaranty under this Article 11, presentment, demand
(except as provided in Section 11.01), protest and any notice not provided for herein, as well as, solely for purposes of Article
11 any requirement that at any time any action be taken by any Person against any Borrower or any other Person. The Company’s
guaranty hereunder is a guaranty of payment and not merely of collection.


 


Section 11.05. 
Subrogation. Upon making any payment with respect to any Borrower hereunder, the Company shall be subrogated to the rights
of the payee against such Borrower with respect to such payment; provided that the Company shall not enforce any payment
by way of subrogation unless all amounts of principal of and interest on the Loans to such Borrower and all other amounts payable
by such Borrower under this Agreement have been paid in full in cash.


 


Section 11.06. 
Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Borrower under this Agreement
is stayed upon insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject to acceleration under
the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Administrative Agent
made at the request of the Required Lenders.


 


Section 11.07. 
Continuing Guaranty. The Company’s guaranty hereunder is a continuing guaranty, shall be binding on the Company and
its successors and assigns, and shall be enforceable by the Lenders. If all or part of any Lender’s interest in any obligation
guaranteed by the Company is assigned or otherwise transferred, the transferor’s rights under the Company’s guaranty,
to the extent applicable to the obligation so transferred, shall automatically be transferred with such obligation.


 


Article
12

Miscellaneous


 


Section 12.01. 
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 facsimile, as follows:


 






    69


     


    

 


(i)           
if to the Company, to it at Cummins Inc., 500 Jackson Street, Box 3005, Columbus, Indiana 47202-3005, Attention of
Vice President/Treasurer (Email: donald.jackson@cummins.com);


 


(ii)           
if to any Subsidiary Borrower, to it care of the Company;


 


(iii)           
if to the Administrative Agent, (A) to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5/1st Floor,
Newark, DE 19713, Attention of Loan & Agency Services Group – Joe Aftanis (Phone: 303-552-0847; Facsimile: 302-634-3301;
Email: joe.aftanis@jpmorgan.com) and (B) in the case of a notification of the DQ List, to JPMDQ_Contact@jpmorgan.com; and


 


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


 


(b)        
Notices and other communications to the Lenders 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 2 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.


 


(c)        
Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt if received during the recipient’s normal business hours.


 


Section 12.02. 
Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power
under any 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 and the Lenders under the Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of any Loan Document 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 shall not be construed
as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.


 


(b)        
Except as provided in Section 2.13(b), no Loan Document nor any provision thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided that no
such agreement shall:


 






    70


     


    

 


(i)           
(A) increase the Commitment of any Lender without the written consent of such Lender (provided that an amendment,
modification, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment pursuant to Section 2.20(b),
Event of Default or Default shall not constitute an increase in the Commitment of any Lender), (B) reduce the principal amount
of any Loan or reduce the rate of interest thereon (other than with respect to the incremental 2% included in the determination
of the applicable interest rate under Section 2.12(d)), or reduce any fees payable hereunder, without the written consent of each
Lender directly and adversely affected thereby, (C) postpone the scheduled date of payment of the principal amount of any Loan,
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 and adversely affected
thereby (other than any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required
under Section 2.20(b), in each case which shall only require the approval of the Required Lenders), (D) change Section 2.08(d)
or Section 2.18(b) or Section 2.18(c) in a manner that would alter the ratable reduction of Commitments or pro rata sharing of
payments required thereby, or change any provision requiring that funding of amounts by the Lenders be on a ratable basis, without
the written consent of each Lender directly and adversely affected thereby, (E) change any of the provisions of this Section or
the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage
of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender directly affected thereby, (F) release the Company from its guaranty under Article 11
hereof, or limit its liability in respect of such guaranty, without the written consent of each Lender, (G) change any of the provisions
of Section 2.23 without the consent of the Administrative Agent or (H) amend the definition of “Applicable Percentage”
without the written consent of each Lender; provided that no consent of any Defaulting Lender shall be required pursuant
to clause (D), (E) or (H) above as to any modification that does not adversely affect such Defaulting Lender in a non-ratable manner;


 


(ii)           
amend, modify or otherwise affect the rights or duties of the Administrative Agent under any Loan Document without the prior
written consent of the Administrative Agent; or


 


(iii)           
(A) subject any Subsidiary Borrower to any additional obligation without the written consent of such Borrower, (B) increase
the principal of or rate of interest on any outstanding Loan of any Subsidiary Borrower without the written consent of such Borrower,
(C) accelerate the stated maturity of any outstanding Loan of any Subsidiary Borrower without the written consent of such Borrower
or (D) change this proviso (iii) without the prior written consent of each Subsidiary Borrower.


 






    71


     


    

 


(c)        
Notwithstanding any provision herein to the contrary, as to any amendment, amendment and restatement or other modifications
otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent or approval of any Lender that,
upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding
Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other
amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the
time such amendment, amendment and restatement or other modification becomes effective.


 


(d)        
Notwithstanding any provisions herein to the contrary, if the Administrative Agent and the Company acting together identify
any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document,
then the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity,
omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or
consent of any other party to this Agreement, so long as, in each case, the Lenders shall have received at least ten Domestic Business
Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten Domestic Business Days
of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object
to such amendment.


 


Section 12.03. 
Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable, documented and invoiced out-of-pocket
expenses incurred by the Administrative Agent, and its Affiliates, including the reasonable, documented and invoiced fees, charges
and disbursements of one counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable, documented
and invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements
of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 


(b)        
The Company shall indemnify the Administrative Agent, each Arranger, 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 reasonable and documented costs and 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 any actual or prospective claim, litigation, investigation, arbitration or proceeding, whether
based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the
execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
thereby, (ii) any Loan or the use of the proceeds therefrom or (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; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or
any of its Affiliates or representatives, (ii) from the material breach in bad faith by such Indemnitee of its express obligations
under the Loan Documents or (iii) a dispute solely among Indemnitees (other than a dispute involving a claim against an Indemnitee
in its capacity as an arranger or agent in respect of the Agreement, and in any such event described in this clause (iii) solely
to the extent that the underlying dispute does not arise as a result of any action, inaction, representation or misrepresentation
of, or information provided, or that was failed to be provided, by or on behalf of, the Company or any of its Subsidiaries).


 






    72


     


    

 


(c)        
To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent in its capacity as such.


 


(d)        
To the extent permitted by applicable law, each Credit Party shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, the Loan Documents or any agreement or instrument contemplated
thereby, the Transactions, any Loan or the use of the proceeds thereof.


 


(e)        
All amounts due under this Section shall be payable promptly after written demand therefor.


 


Section 12.04. 
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, except that (i) no Credit Party 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 Credit Party 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, 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 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 Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed) of:


 






    73


     


    

 


(A)           
the Company; provided that (x) no consent of the Company shall be required for (1) an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund (it being understood that the Company shall nevertheless receive prompt notice, either
prior to or promptly after such assignment, of any such assignment to a Lender, an Affiliate of a Lender or an Approved Fund) (provided
further, notwithstanding the preceding clause (1), so long as no Event of Default under paragraph (b), (c), (g) or (h) of Article
8 has occurred and is continuing, the consent of the Company shall be required if, after giving effect to such assignment, the
assignee, collectively with its affiliated Lenders and affiliated Approved Funds, would, as a result of such assignment, hold more
than fifteen percent (15%) of the aggregate amounts of Loans and unused Commitments) or, (2) if an Event of Default under paragraph
(b), (c), (g) or (h) of Article 8 has occurred and is continuing, any other assignee and (y) 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 ten
Euro-Currency Business Days after receipt of written notice thereof; and


 


(B)           
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment
to an assignee that is a Lender or an Affiliate of a Lender immediately prior to giving effect to such assignment.


 


(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 assignment of the entire remaining amount
of the assigning Lender’s Commitment, the amount of the Commitment 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 paragraph (b), (c), (g) or (h) of Article 8 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;


 


(D)           
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;


  



    74


     


    




 


 


 



   


(E)           
in the case of an assignment to a CLO (as defined below), the assigning Lender shall retain the sole right to approve any
amendment, modification or waiver of any provision of this Agreement, provided that the Assignment and Assumption between
such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification
or waiver described in paragraph (i) of the first proviso to Section 12.02(b) that affects such CLO; and


 


(F)           
no assignment, whether in whole or in part (including participations), may be made to (i) the Company or any of its Affiliates
or subsidiaries, (ii) any Defaulting Lender or any Person who, upon becoming a Lender, would constitute a Defaulting Lender, (iii)
a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
Person) or (iv) Disqualified Institution without the prior written consent of the Company.


 


For the purposes of this Section
12.04, the terms “Approved Fund”, “CLO” and “Disqualified Institution”
have the following meanings:


 


“Approved Fund”
means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit,
any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


 


“CLO” means
any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed
by a Lender or an Affiliate of such Lender.


 


“Disqualified Institution”
means (i) those Persons identified by the Company to the Administrative Agent and the Lenders in writing prior to the Effective
Date, (ii) those Persons that are reasonably determined by the Company to be competitors of the Company or any of its Subsidiaries
and that have been specifically identified by the Company to the Administrative Agent and the Lenders in writing prior to the Effective
Date and (iii) in the case of each of clauses (i) and (ii) (and any supplements thereto as contemplated below), any of their respective
Affiliates, to the extent any such Affiliate (x) is clearly identifiable as an Affiliate of the applicable Person solely by similarity
of such Affiliate’s name and (y) is not a bona fide debt investment fund that is an Affiliate of such Person; provided
that, the Company, by notice to the Administrative Agent and the Lenders after the Effective Date, shall be permitted to supplement
from time to time in writing by name the list of Persons that are Disqualified Institutions to the extent that the Persons added
by such supplements are competitors of the Company or any of its Subsidiaries (or Affiliates of competitors that are not bona fide
debt investment funds). Each such supplement shall become effective three (3) Domestic Business Days after delivery thereof to
the Administrative Agent and the Lenders (including through an Approved Electronic Platform) in accordance with Section 12.01,
but shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest
in the Loans (but solely with respect to such Loans). It is understood and agreed that (A) the Administrative Agent shall have
no responsibility, liability or duty, to ascertain, inquire, monitor or enforce whether any Lender or potential Lender is a Disqualified
Institution, (B) the Company’s failure to deliver such list (or supplement thereto) in accordance with Section 12.01 shall
render such list (or supplement) not received and not effective and (C) “Disqualified Institution” shall exclude any
Person that the Company has designated as no longer being a “Disqualified Institution” by written notice delivered
to the Administrative Agent (which notice may be distributed to the Lenders) from time to time in accordance with Section 12.01.


  



    75


     


    




 


(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 Sections 2.14, 2.15, 2.16, 2.17 and 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 12.04 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 the Borrowers, 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 owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and each Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Company 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.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 






    76


     


    

 


(c)        
(i) Any Lender may, without the consent of any Borrower or the Administrative Agent, 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/or obligations under this Agreement (including all or a portion of its Commitment and/or 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, (C) each Borrower,
the Administrative Agent 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 and (D) in the case of any sale of a participation to a Disqualified
Institution, the Borrower shall have provided its prior written consent thereto. 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 paragraph (i) of the first proviso to Section 12.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15, 2.16 and Section 2.17 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of each Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register to any Person (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 this Agreement) 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) or Proposed Section 1.163-5(b) of the United States
Treasury Regulations (or, in each case, any amended or successor version) or, if different, under Sections 871(h) or 881(c) of
the Code. The entries in the Participant Register shall be conclusive absent clearly demonstrable 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.


 


(ii)           
A Participant shall not be entitled to receive any greater payment under Section 2.14, 2.16 or 2.17 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits
of Section 2.16 unless the Participant complies with the obligations of (e), (f), (g), (h) and (i) of Section 2.16, as applicable,
as if it were a Lender (it being understood that the documentation required shall be delivered to the participating Lender and,
if required by law for reduced withholding, copies shall be delivered to the Company and the Administrative Agent).


 






    77


     


    

 


(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or any
central bank having jurisdiction over such Lender, 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.


 


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


 


(f)         
Notwithstanding anything to the contrary in this Section 12.04, or elsewhere in this Agreement, the consent of the
Company shall be required (such consent not to be unreasonably withheld or delayed) for an assignment to an assignee that is an
Affected Financial Institution unless an Event of Default under paragraph (b), (c), (g) or (h) of Article 8 has occurred and is
continuing at the time of such assignment.


 


(g)        
Disqualified Institutions.


 


(i)           
No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade
Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in
all or a portion of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment
or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified
Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant
that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant
to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (x) such
assignee or Participant shall not retroactively be disqualified from being a Lender or Participant and (y) the execution by the
Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being
considered a Disqualified Institution. Any assignment or participation in violation of this clause (g)(i) shall not be void, but
the other provisions of this clause (g) shall apply.


 






    78


     


    

 


(ii)           
If any assignment or participation is made to any Disqualified Institution without the Company’s prior written consent
in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Company
may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require
such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this
Section 12.04), all of its interest, rights and obligations under this Agreement to one or more Persons (other than an Ineligible
Institution) at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire
such interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal
amounts) payable to it hereunder.


 


(iii)           
Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or
participation is made in violation of clause (i) above (A) will not have the right to (x) receive information, reports or other
materials provided to Lenders by the Company, the Administrative Agent or any other Lender, (y) attend or participate in meetings
attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site established for the Lenders
or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for
purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction
to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any
other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that
are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization, each
Disqualified Lender party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Lender
does vote on such plan of reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed
not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar
provision in any other applicable laws), and such vote shall not be counted in determining whether the applicable class has accepted
or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in
any other applicable laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other
applicable court of competent jurisdiction) effectuating the foregoing clause (2).


 


(iv)           
The Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent, to
(A) post the list of Disqualified Institutions provided by the Company and any updates thereto from time to time (collectively,
the “DQ List”) on an Approved Electronic Platform, including that portion of such Approved Electronic Platform
that is designated for “public side” Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting
the same.


 


(v)           
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 ‎(x) be obligated to ascertain, monitor or inquire as to
whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution or (y)
have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information,
by any other Person to any ‎Disqualified Institution.


 






    79


     


    

 


Section 12.05. 
Survival. All covenants, agreements, representations and warranties made by the Company and any other Borrower herein and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent 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 is outstanding and unpaid (other than those backed by a standby letter
of credit or cash collateralized, in each case in amounts and on terms satisfactory to the Administrative Agent) and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 2.17 and 12.03 and Article 9 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 Commitments or the termination of this Agreement or any provision hereof.


 


Section 12.06. 
Counterparts; Integration; Effectiveness. 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 fees payable to
the Administrative Agent 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. 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. Without
limiting the generality of the foregoing, the Borrowers hereby (i) agree 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 Borrowers, 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) waive 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.


 






    80


     


    

 


Section 12.07. 
Severability. Any provision of this Agreement 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; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


Section 12.08. 
Right of Set-off. If an Event of Default shall have occurred and be continuing and the maturity of the Loans has been accelerated
under Article 8, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final, but
excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any
time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Credit
Party against any of and all the obligations of such Credit Party now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of
set-off) which such Lender may have. Each Lender 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 12.09. 
Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and
governed by the internal 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 Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such
court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan),
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other
Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment arising out of
or relating to any Loan Document or the transactions relating hereto or thereto, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal
(to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise
have to bring any action or proceeding relating to any Loan Document against any Credit Party or its properties in the courts of
any jurisdiction.


 






    81


     


    

 


(d)        
Each Credit Party 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 any 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 12.01;
provided that each Subsidiary Borrower irrevocably appoints the Company as agent of process and consents to service of process
to the Company in the manner provided for notices in Section 12.01. Nothing in any Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.


 


Section 12.10. 
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 ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED 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.


 


Section 12.11. 
Judgment Currency. If, under any applicable law and whether pursuant to a judgment being made or registered against any
Borrower or for any other reason, any payment under or in connection with any Loan Document is made or satisfied in a currency
(the “Other Currency”) other than that in which the relevant payment is due (the “Required Currency”)
then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment
or, if it is not practicable for the party entitled thereto (the “Payee”) to purchase the Required Currency
with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so)
actually received by the Payee falls short of the amount due under the terms of any Loan Document, such Borrower shall, to the
extent permitted by law, as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of
such short-fall. For the purpose of this Section, “rate of exchange” means the rate at which the Payee is able
on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any premium and other
costs of exchange.


 






    82


     


    

 


Section 12.12. 
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 12.13. 
Confidentiality. Each of the Administrative Agent 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 on a need-to-know basis (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and will agree to keep such Information
confidential to the same extent as if they were parties hereto and the disclosing Administrative Agent or Lender shall be responsible
for any breaches of the provisions of this Section 12.13), (b) to the extent requested by any central bank or the Federal
Reserve or by any regulatory authority having jurisdiction over it or in connection with any pledge or assignment permitted under
Section 12.04(d), (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 hereunder or any suit, action or
proceeding relating to any Loan Document or the enforcement of rights hereunder, (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 (it being understood that the DQ List may be disclosed to any assignee
or Participant, or prospective assignee or Participant, in reliance on and subject to the terms of this clause (f)(i)) or (ii)
any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations
under this Agreement, (g) with the prior written consent of the Company, (h) to the extent requested by ratings agencies 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 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 or on behalf of the Company or any of its
Affiliates relating to the Company or its business or any of its Affiliates or their respective businesses, other than any such
information that is available to the Administrative Agent 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, after the Company has publicly disclosed this Agreement in a filing with the
Securities and Exchange Commission (it being understood and agreed that the Company shall so disclose this Agreement in such a
filing as and when required by applicable law). 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.


 






    83


     


    

 


Section 12.14. 
USA Patriot Act and Beneficial Ownership Regulation Notification. Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the
requirements of the Beneficial Ownership Regulation hereby notifies each Credit Party that pursuant to the requirements of the
Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies such
Credit Party, which information includes the name, address and tax identification number of such Credit Party and other information
that will allow such Lender to identify such Credit Party in accordance with the Patriot Act and the Beneficial Ownership Regulation.
Each Credit Party agrees to cooperate with each Lender and provide true, accurate and complete information to such Lender in response
to any such request.


 


Section 12.15. 
No Fiduciary Duty. (a) Each Agent, each Lender and their Affiliates (collectively, for purposes of this Section 12.15, the
“Lender Parties”), may have economic interests that conflict with those of the Borrowers. Each Borrower agrees
that, except as expressly provided otherwise in Section 12.04(b)(iv), nothing in the Loan Documents will be deemed to create an
advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lender Parties and the Borrowers, its
stockholders or its affiliates in connection with the transactions contemplated hereby. The Borrowers acknowledge and agree that
(i) the transactions contemplated by the Loan Documents are arm’s-length commercial transactions between the Lender Parties,
on the one hand, and the Borrowers, on the other, (ii) in connection therewith and with the process leading to such transactions
contemplated by the Loan Documents each of the Lender Parties is acting solely as a principal and not the fiduciary of each of
the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender Party has assumed an advisory or fiduciary
responsibility in favor of any Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective
of whether any Lender Party or any of its affiliates has advised or is currently advising any Borrower on other matters) and (iv)
each Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate. Each Borrower further acknowledges
and agrees that it is responsible for making its own independent judgment with respect to the transactions contemplated hereby
and the process leading thereto. Each Borrower agrees that it will not claim that any Lender Party has rendered advisory services
of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection with the transactions contemplated
hereby or the process leading thereto.


 


(b)        
The Credit Parties further acknowledge and agree, and acknowledges its subsidiaries’ understanding, that each Lender
Party and each Agent and Arranger 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 Lender Party, Agent
or Arranger 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, any Credit Party and other companies with which any Credit Party may have commercial or other relationships. With respect to
any securities and/or financial instruments so held by any Lender Party or any such Agent or Arranger 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.


  



    84


     


    




 


 



 


(c)        
In addition, the Credit Parties acknowledge and agree, and acknowledge their subsidiaries’ understanding, that each
Lender 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 any Credit Party may have conflicting interests regarding the transactions described
herein and otherwise. No Lender Party nor its Affiliates will use confidential information obtained from any Credit Party, its
Affiliates and/or its representatives by virtue of the Transactions contemplated by the Loan Documents or their other relationships
with any Credit Party in connection with the performance by such Lender Party or its Affiliates of services for other companies,
and no Lender Party nor its Affiliates will furnish any such information to other companies. The Credit Parties also acknowledge
that no Lender Party has any obligation to use in connection with the Transactions contemplated by the Loan Documents, or to furnish
to any Credit Party, confidential information obtained from other companies.


 


Section 12.16. 
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 may be subject to the Write-Down and Conversion
Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)        
the application of any Write-Down and Conversion Powers by 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 entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares
or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(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.


 


To the extent not prohibited by applicable
law, rule or regulation, each Lender shall notify the Company and the Administrative Agent if it has become the subject of a Bail-In
Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against such
Lender).


 


Section 12.17. 
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements 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):


 






    84


     


    

 


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]


 






    85


     


    

 


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


 


	 	CUMMINS INC.
	 	 
	 	By:	/s/ Donald G. Jackson
	 	 	Name:Donald
    G. Jackson
	 	 	Title: Vice President – Treasurer




 


[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]




 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent and a Lender
	 	 	 
	 	 	By:	      /s/
    Peter S. Predun
	 	 	 	Name: Peter S. Predun
	 	 	 	Title: Executive Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	BANK OF AMERICA, N.A., 

as a Lender
	 	 	 
	 	 	By:	       /s/ Stephen J. D’Elia
	 	 	 	Name: Stephen J. D’Elia
	 	 	 	Title: Vice President






 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	CITIBANK, N.A., 

as a Lender
	 	 	 
	 	 	By:	        /s/ Susan M. Olsen
	 	 	 	Name: Susan M. Olsen
	 	 	 	Title: Vice President





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	HSBC Bank USA, N.A., 

as a Lender
	 	 	 
	 	 	By:	       /s/ Matthew McLaurin
	 	 	 	Name: Matthew McLaurin
	 	 	 	Title: Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	ING BANK N.V., DUBLIN BRANCH, 

as a Lender
	 	 	 
	 	 	By:	         /s/ Barry Fehily
	 	 	 	Name: Barry Fehily
	 	 	 	Title: Managing Director
	 	 	 
	 	 	By:	         /s/ Sean Hassett
	 	 	 	Name: Sean Hassett
	 	 	 	Title: Director




 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, 

as a Lender
	 	 	 
	 	 	By:	         /s/ Jill Wong
	 	 	 	Name: Jill Wong
	 	 	 	Title: Director
	 	 	 
	 	 	By:	        /s/ Gordon Yip
	 	 	 	Name: Gordon Yip
	 	 	 	Title: Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 



 


	 	MIZUHO BANK, LTD., 

as a Lender
	 	 	 
	 	 	By:	        /s/ Donna DeMagistris
	 	 	 	Name: Donna DeMagistris
	 	 	 	Title: Authorized Signatory





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	MUFG UNION BANK, N.A. 

    as a Lender
	 	 	 
	 	 	By:	       /s/
    John Margetanski
	 	 	 	Name: John Margetanski
	 	 	 	Title: Director




 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	 	STANDARD
    CHARTERED BANK, 

as a Lender
	 	 	 
	 	 	By:	         /s/ James Beck
	 	 	 	Name: James Beck
	 	 	 	Title: Associate Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, 

as a Lender
	 	 	 
	 	 	By:	          /s/ Terrence Ward
	 	 	 	Name: Terrence Ward
	 	 	 	Title: Senior Vice President





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as a Lender
	 	 	 
	 	 	      /s/ Bradley Magnus
	 	 	Name: Bradley Magnus
	 	 	Title: Vice President





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, 

as a Lender
	 	 	 
	 	 	By:	       /s/ Robert Grillo
	 	 	 	Name: Robert Grillo
	 	 	 	Title: Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	GOLDMAN SACHS BANK USA, 

as a Lender
	 	 	 
	 	 	By:	        /s/ Ryan Durkin
	 	 	 	Name: Ryan Durkin
	 	 	 	Title: Authorized Signatory




 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	THE NORTHERN TRUST COMPANY,

 as a Lender
	 	 	 
	 	 	By:	         /s/ Lisa DeCristofaro
	 	 	 	Name: Lisa DeCristofaro
	 	 	 	Title: SVP





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,

 as a Lender
	 	 	 
	 	 	By:	        /s/ James A. Woodward
	 	 	 	Name: James A. Woodward
	 	 	 	Title: Senior Vice President





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	SANTANDER BANK, N.A.,

 as a Lender
	 	 	 
	 	 	By:	         /s/ Pablo Urgoiti
	 	 	 	Name: Pablo Urgoiti
	 	 	 	Title: Managing Director
	 	 	  
	 	 	By:	         /s/ Andres Barbosa
	 	 	 	Name: Andres Barbosa
	 	 	 	Title: Executive Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]







 






     


     


    

 


	 	UNICREDIT BANK AG, NEW YORK BRANCH

as a Lender
	 	 	 
	 	 	By:	        /s/ Douglas Riahi
	 	 	 	Douglas Riahi
	 	 	 	Managing Director
	 	 	 
	 	 	By:	          /s/ Laura Shelmerdine
	 	 	 	Laura Shelmerdine
	 	 	 	Associate Director





 





[Signature Page to 364-Day Credit Agreement
(Cummins 2020)]