Exhibit 10.1


 




Execution Version


 










 






Published CUSIP Numbers:


Deal: 053809AL3


Revolver: 053809AM1


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of August 2, 2022,





among


 


AVNET, INC.,


AVNET HOLDING EUROPE BV


and


CERTAIN OTHER SUBSIDIARIES OF THE COMPANY


as Borrowers,


 


BANK
OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

an L/C Issuer,


 


BNP PARIBAS,


JPMORGAN CHASE BANK,
N.A.,


MUFG
BANK, LTD.,


THE BANK OF NOVA SCOTIA,


and


TRUIST BANK


as Co-Syndication Agents,


 


and


 


The Other Lenders Party Hereto


 


BofA
SECURITIES, INC.,


BNP
PARIBAS Securities CORP.,


The
Bank of Nova Scotia,


MUFG BANK, LTD.


TRUIST
SECURITIES, INC.


and


JPMORGAN CHASE BANK, N.A.


as Joint Lead Arrangers and Joint Bookrunners


 





 







     


     


    

 


	ARTICLE I.	 
	DEFINITIONS AND ACCOUNTING TERMS	 
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	35
	1.03	Accounting Terms	36
	1.04	Exchange Rates; Currency Equivalents	37
	1.05	Additional Alternative Currencies	37
	1.06	Change of Currency	38
	1.07	Times of Day	39
	1.08	Letter of Credit Amounts	39
	1.09	Rounding	39
	1.10	Interest Rates	39
	1.11	Amendment and Restatement; No Novation; Reallocations and Break Funding	40
	 	 	 
	ARTICLE II.	 
	THE COMMITMENTS AND CREDIT EXTENSIONS	 
	 	 
	2.01	Committed Loans	40
	2.02	Borrowings, Conversions and Continuations of Committed Loans	41
	2.03	Letters of Credit	43
	2.04	Swing Line Loans	53
	2.05	Prepayments	56
	2.06	Termination or Reduction of Commitments	57
	2.07	Repayment of Loans	58
	2.08	Interest	58
	2.09	Fees	59
	2.10	Computation of Interest and Fees	59
	2.11	Evidence of Debt	60
	2.12	Payments Generally; Administrative Agent’s Clawback	60
	2.13	Sharing of Payments by Lenders	62
	2.14	Designated Borrowers	63
	2.15	Optional Increase in Commitments	65
	2.16	Cash Collateral	67
	2.17	Defaulting Lenders	68
	 	 	 
	ARTICLE III.	 
	TAXES, YIELD PROTECTION AND ILLEGALITY	 
	 	 	 
	3.01	Taxes	70
	3.02	Illegality	76
	3.03	Inability to Determine Rates	76
	3.04	Increased Costs	80
	3.05	Compensation for Losses	82
	3.06	Mitigation Obligations; Replacement of Lenders	83
	3.07	Survival	83
	 	 	 







    i


     


    

 


	ARTICLE IV.	 
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	 
	 	 	 
	4.01	Conditions of Initial Credit Extension	83
	4.02	Conditions to all Credit Extensions	85
	 	 	 
	ARTICLE V.	 
	REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	5.01	Existence, Qualification and Power; Compliance with Laws	86
	5.02	Authorization; No Contravention	86
	5.03	Governmental Authorization; Other Consents	87
	5.04	Binding Effect	87
	5.05	Financial Statements; No Material Adverse Effect	87
	5.06	Litigation	87
	5.07	No Default	88
	5.08	Ownership of Property; Liens	88
	5.09	Environmental Compliance	88
	5.10	Taxes	88
	5.11	ERISA Compliance	88
	5.12	Subsidiaries; Equity Interests	89
	5.13	Margin Regulations; Investment Company Act	89
	5.14	Disclosure	90
	5.15	Compliance with Laws	90
	5.16	Intellectual Property; Licenses, Etc.	90
	5.17	Solvency	90
	5.18	Taxpayer Identification Number; Other Identifying Information	90
	5.19	Representations as to Foreign Obligors	91
	5.20	OFAC	91
	5.21	Anti-Corruption Laws	92
	5.22	Affected Financial Institutions	92
	5.23	Certificate of Beneficial Ownership	92
	5.24	Covered Entities	92
	 	 	 
	ARTICLE VI.	 
	AFFIRMATIVE COVENANTS	 
	 	 	 
	6.01	Financial Statements	92
	6.02	Certificates; Other Information	93
	6.03	Notices	95
	6.04	Payment of Obligations	95
	6.05	Preservation of Existence, Etc.	96
	6.06	Maintenance of Properties	96
	6.07	Maintenance of Insurance	96
	6.08	Compliance with Laws	96
	6.09	Books and Records	96
	6.10	Inspection Rights	97
	6.11	Approvals and Authorizations	97



 






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	6.12	Anti-Corruption and Anti-Terrorism Laws	97
	6.13	Certificate of Beneficial Ownership and Other Additional Information	97
	 	 	 
	ARTICLE VII.	 
	NEGATIVE COVENANTS	 
	 	 	 
	7.01	Liens	97
	7.02	[Reserved]	99
	7.03	Indebtedness	99
	7.04	Fundamental Changes	100
	7.05	Restricted Payments	100
	7.06	Change in Nature of Business	101
	7.07	Transactions with Affiliates	101
	7.08	Limitation on Restrictions Affecting the Company or any Subsidiary	101
	7.09	Use of Proceeds	102
	7.10	Financial Covenant	103
	7.11	Sanctions	103
	7.12	Anti-Corruption and Anti-Terrorism Laws	103
	 	 	 
	ARTICLE VIII.	 
	EVENTS OF DEFAULT AND REMEDIES	 
	 	 
	8.01	Events of Default	103
	8.02	Remedies Upon Event of Default	105
	8.03	Application of Funds	106
	 	 	 
	ARTICLE IX.	 
	ADMINISTRATIVE AGENT	 
	 	 
	9.01	Appointment and Authority	107
	9.02	Rights as a Lender	107
	9.03	Exculpatory Provisions	107
	9.04	Reliance by Administrative Agent	108
	9.05	Delegation of Duties	109
	9.06	Resignation of Administrative Agent	109
	9.07	Non-Reliance on Administrative Agent, the Arrangers and Other Lenders	110
	9.08	No Other Duties, Etc.	111
	9.09	Administrative Agent May File Proofs of Claim	111
	9.10	Certain ERISA Matters	112
	9.11	Recovery of Erroneous Payments	113
	 	 	 
	ARTICLE X.	 
	MISCELLANEOUS	 
	 	 
	10.01	Amendments, Etc.	114
	10.02	Notices; Effectiveness; Electronic Communication	115
	10.03	No Waiver; Cumulative Remedies; Enforcement	117
	10.04	Expenses; Indemnity; Damage Waiver	118



 






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	10.05	Payments Set Aside	120
	10.06	Successors and Assigns	120
	10.07	Treatment of Certain Information; Confidentiality	126
	10.08	Right of Setoff	127
	10.09	Interest Rate Limitation	127
	10.10	Counterparts; Integration; Effectiveness	128
	10.11	Survival of Representations and Warranties	128
	10.12	Severability	128
	10.13	Replacement of Lenders	128
	10.14	Governing Law; Jurisdiction; Etc.	129
	10.15	WAIVER OF JURY TRIAL	130
	10.16	No Advisory or Fiduciary Responsibility	131
	10.17	USA PATRIOT Act Notice	131
	10.18	Judgment Currency	131
	10.19	Electronic Execution; Electronic Records; Counterparts	132
	10.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	133
	10.21	Acknowledgement Regarding Any Supported QFCs	134



 






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	SCHEDULES	 
	 	 
	1.01(a)	Existing Letters of Credit
	1.01(b)	L/C Issuers and Letter of Credit Sublimits
	2.01	Commitments and Applicable Percentages
	5.06	Litigation
	5.12	Subsidiaries and Other Equity Investments
	7.01	Existing Liens
	7.03	Existing Indebtedness
	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	 
	EXHIBITS	 
		Form of
	 	 
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C	Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Guaranty
	G	Designated Borrower Request and Assumption Agreement
	H	Designated Borrower Notice
	I-1	Form of Opinion of Covington & Burling LLP
	I-2	Form of Opinion of Argo Law
	I-3	Form of Opinion of Vice President and Corporate Secretary of the Company
	J	Form of Letter of Credit Report
	K	Form of Foreign Obligor Opinion
	L	Forms of U.S. Tax Compliance Certificates



 



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SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (“Agreement”) is entered into as of August 2, 2022, among AVNET, INC., a New York corporation
(the “Company”), AVNET HOLDING EUROPE BV, a Belgian privately held limited liability company (“Avnet Europe”),
each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company and
Avnet Europe, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative
Agent, Swing Line Lender and an L/C Issuer.


 


The Borrowers, the lenders
party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain
Amended and Restated Credit Agreement dated as of June 28, 2018 (as amended, supplemented or otherwise modified prior to the date
hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers
a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities.


 


The Borrowers have requested
that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving
credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and
conditions set forth herein.


 


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


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquisition”
means the acquisition of (i) a controlling equity or other ownership interest in another Person (including upon the exercise of an
option, warrant or convertible or similar type security to acquire such a controlling interest), whether by purchase of such equity or
other ownership interest or upon exercise of an option or warrant for, or conversion of securities into, such equity or other ownership
interest, or (ii) assets of another Person (whether by purchase, merger or otherwise) which constitute all or substantially
all of the assets of such Person or of a line or lines of business conducted by such Person.


 


“Adjusted Receivables
Amount” means, as of any date of determination, the greater of (a) the aggregate net book value of all Excluded Receivables
minus $75,000,000, and (b) $0.


 


“Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.


 









    1


     


    

 


“Administrative Agent’s
Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account specified
in the Credit Agreement with respect to such currency, or such other address or account with respect to such currency as the Administrative
Agent may from time to time notify the Borrowers and the Lenders.


 


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


 


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


 


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


 


“Agent Parties”
has the meaning set forth in Section 10.02(c).


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


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


 


“Agreement Currency”
has the meaning specified in Section 10.18.


 


“Alternative
Currency” means each of Euro, Sterling, Australian Dollars, Hong Kong Dollars, Singapore Dollars, Japanese Yen, and each
other currency (other than Dollars) that is approved in accordance with Section 1.05; provided that for each Alternative
Currency, such requested currency is an Eligible Currency.


 


“Alternative Currency
Daily Rate” means, for any day, with respect to any Credit Extension:


 


(a)            denominated
in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment;


 


(b)            denominated
in Singapore Dollars, the rate per annum equal to the SORA Daily Rate determined pursuant to the definition thereof plus the SORA
Adjustment; and


 


(c)            denominated
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily
rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative
Agent and the relevant Lenders pursuant to Section 1.05 plus the adjustment (if any) determined by the Administrative Agent
and the relevant Lenders pursuant to Section 1.05;


 


provided,
that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.


 









    2


     


    

 


“Alternative Currency
Daily Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of “Alternative Currency
Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.


 


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


 


“Alternative Currency
Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.


 


“Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $300,000,000. The Alternative Currency Sublimit
is part of, and not in addition to, the Aggregate Commitments.


 


“Alternative Currency
Term Rate” means, for any Interest Period, with respect to any Credit Extension:


 


(a)            denominated
in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest
Period;


 


(b)            denominated
in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), as published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(c)            denominated
in Australian dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”), as published on
the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by
the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(d)            denominated
in Hong Kong Dollars, the rate per annum equal to the Hong Kong Interbank Offered Rate (“HIBOR”) or a comparable or
successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or
about 11:00 a.m. (Hong Kong time) on the Rate Determination Date with a term equivalent to such Interest Period; and


 









    3


     


    

 


(i)            denominated
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term
rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative
Agent and the relevant Lenders pursuant to Section 1.05 plus the adjustment (if any) determined by the Administrative Agent
and the relevant Lenders pursuant to Section 1.05;


 


provided,
that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Alternative Currency
Term Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of “Alternative Currency
Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.


 


“Applicable Authority”
means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative
Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect
to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority
having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate,
in each case acting in such capacity.


 


“Applicable Foreign
Obligor Documents” has the meaning specified in Section 5.19(a).


 


“Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented
by such Lender’s Commitment at such time, subject to adjustment as provided in this Agreement. If the commitment of each Lender
to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable
Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable.


 


“Applicable Rate”
means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


 


	Pricing 

Level	 	Debt Ratings S&P

 /Moody’s/Fitch	 	Facility

 Fee	 	Alternative Currency 

Term Rate + 

Alternative Currency

 Daily Rate + Term  

SOFR + SOFR Daily 

Floating Rate + Letter

 of 
 Credit Fee	 	Base


Rate 

	1	 	BBB+/Baa1/BBB+ or better	 	0.100%	 	0.900%	 	0.000%
	2	 	BBB/Baa2/BBB	 	0.125%	 	1.000%	 	0.000%
	3	 	BBB-/Baa3/BBB-	 	0.175%	 	1.075%	 	0.075%
	4	 	BB+/Ba1/BB+	 	0.225%	 	1.275%	 	0.275%
	5	 	BB/Ba2/BB or worse	 	0.275%	 	1.475%	 	0.475%



 






    4


     


    

 


“Debt Rating”
means, as of any date of determination, the rating as determined by any of S&P, Moody’s or Fitch (collectively, the “Rating
Agencies” and each a “Rating Agency”) (collectively, the “Debt Ratings”) of the Company’s
non-credit-enhanced, senior unsecured long-term debt; provided that if the Debt Ratings from the Rating Agencies fall within different
Pricing Levels, (a) if only two Rating Agencies provide a Debt Rating, then (i) if the ratings differ by one Pricing Level,
then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and
the Debt Rating for Pricing Level 5 being the lowest), and (ii) if there is a split in Debt Ratings of more than one level, then
the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply, (b) if all three Rating Agencies
provide a Debt Rating, then (i) if two of the Debt Ratings are at the same Pricing Level, then such Pricing Level shall apply and
(ii) if each of the Debt Ratings fall within different levels, then the Pricing Level of such Debt Rating between the highest Debt
Rating and the lowest Debt Rating shall apply, and (c) if the Company does not have any Debt Rating, Pricing Level 5 shall apply;
provided, further, that if only one Rating Agency provides a Debt Rating, such Debt Rating shall apply.


 


Initially, the Applicable Rate shall be determined
based upon the Debt Ratings in effect on the Closing Date, each of which shall be specified in the certificate delivered pursuant to Section 4.01(a)(vii).
Thereafter, each change in the Applicable Rate resulting from a publicly announced change in any Debt Rating shall be effective during
the period commencing on the opening of business on the date of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.


 


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


 


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


 


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


 


“Arrangers”
means, collectively, BofA Securities, Inc., BNP Paribas Securities Corp., JPMorgan Chase Bank, N.A., MUFG, The Bank of Nova Scotia,
and Truist Securities, Inc., in their capacities as joint lead arrangers and joint bookrunners.


 


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


 









    5


     


    

 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required
by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any
other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.


 


“Attributable Indebtedness”
means, on any date:


 


(a)            in
respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP;


 


(b)            in
respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital
lease; and


 


(c)            in
respect of any asset securitization transaction of any Person, (i) the actual amount of any unrecovered investment of purchasers
or transferees of assets so transferred, plus (ii) in the case of any other recourse, repurchase, or debt obligation described
in clause (a) of the definition of “Off-Balance Sheet Liabilities,” the capitalized amount of such obligation
that would appear on a balance sheet of such Person prepared on such date in accordance with GAAP if such sale or transfer or assets were
accounted for as a secured loan.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended July 3,
2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year
of the Company and its Subsidiaries, including the notes thereto.


 


“Australian Dollars”
mean the lawful currency of Australia.


 


“Authorized Signatory”
has the meaning specified in the definition of “Responsible Officer.”


 


“Auto-Extension Letter
of Credit” has the meaning specified in Section 2.03(b)(iii).


 


“Auto-Reinstatement
Letter of Credit” has the meaning specified in Section 2.03(a)(iii)(D).


 


“Availability Period”
means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender
to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.


 


“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.


 









    6


     


    

 


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


 


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


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%,
(b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
(c) Term SOFR plus 1.00% and (d) 1.00%. The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by
Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base
Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater
of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower Materials”
has the meaning specified in Section 6.02.


 


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


 









    7


     


    

 


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


  


(a)            if
such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day;


 


(b)            if
such day relates to any interest rate settings as to an Alternative Currency Loan denominated in (i) Sterling, means a day other
than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of
the United Kingdom; and (ii) Japanese Yen, means a day other than when banks are closed for general business in Japan;


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


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


 


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


 


“Closing Date”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“CME” means
CME Group Benchmark Administration Limited.


 


“Code”
means the Internal Revenue Code of 1986.


 


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


 









    9


     


    

 


“Commitment Letter”
means that certain commitment letter dated as of June 30, 2022, by and among the Administrative Agent, the Arrangers, BNP Paribas
and the Company.


 


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


 


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


 


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


 


“Communication”
has the meaning specified in Section 10.19.


 


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


 


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


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, SOFR Daily Floating Rate, SONIA,
EURIBOR, TIBOR or any proposed successor rate for any currency, any conforming changes to the definitions of “Base Rate”,
“SOFR”, “Term SOFR”, “SOFR Daily Floating Rate”, “SONIA”, “EURIBOR”, “TIBOR”,
“Interest Period”, timing and frequency of determining rates and making payments of interest and other technical or administrative
matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests or prepayment,
conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent,
to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice for such currency (or, if the Administrative Agent determines that adoption
of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate
for such currency exists, in such other manner of administration as the Administrative Agent determines in consultation with the Company
is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).


 


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


 


“Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to
Consolidated Net Income for such period plus (a) the following (to the extent deducted in calculating such Consolidated
Net Income, without duplication): (i) Consolidated Interest Charges for such period, (ii) the provision for Federal,
state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense, (iv) gains or losses related to the early extinguishment of notes, bonds or other fixed income
obligations, and (v) other non-cash or non-recurring expenses of the Company and its Subsidiaries (including non-cash expenses
consisting of compensation paid in the form of Equity Interests of the Company or its Subsidiaries and non-cash charges due to
impairments recorded in such period in accordance with Financial Accounting Standards Board’s Accounting Standards
Codification 350), reducing such Consolidated Net Income, and minus (b) all non-cash items increasing Consolidated Net Income
for such period.


 






    10


     


    

 



 


“Consolidated Funded
Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum
of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including such Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase
money Indebtedness, (c) all direct obligations arising under letters of credit (including standby letters of credit), bankers’
acceptances, bank guaranties, surety bonds and similar instruments (other than, and without expanding this clause (c), commercial
letters of credit and bankers’ acceptances incurred to support commercial or lease transactions, bid bonds, payment bonds and performance
bonds arising in the ordinary course of business), in each case net of the amount of cash collateral securing such direct obligations,
(d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business), (e) Attributable Indebtedness in respect of capital leases, Synthetic Lease Obligations and other Off-Balance
Sheet Liabilities, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses
(a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness of the types
referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer, if,
and to the extent that, the fair value of the assets of such partnership or joint venture is less than its probable liability in respect
of its obligations, net of any right to contribution from other reasonably creditworthy Persons which the Company or such Subsidiary has
in respect thereof, unless such Indebtedness is expressly made non-recourse to the Company or such Subsidiary.


 


“Consolidated
Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum, without duplication,
of (a) consolidated interest expense determined in accordance with GAAP and (b) all implicit interest in connection with
Synthetic Lease Obligations and other Off-Balance Sheet Liabilities minus (c) the amount of non-cash interest (including interest
paid by the issuance of additional securities) included in the foregoing clause (a).


 


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


 






    11 


     


    

 


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


 


“Consolidated Tangible
Net Worth” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, Shareholders’
Equity minus Intangible Assets on that date.


 


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


 


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


 


“Covered Entity”
has the meaning specified in Section 10.21.


 


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


 


“Daily Simple SOFR”
with respect to any applicable determination date means SOFR published on such date on the Federal Reserve Bank of New York’s website
(or any successor source); provided, however, that if such determination date is not a U.S. Government Securities Business
Day, then Daily Simple SOFR means SOFR that applied on the first U.S. Government Securities Business Day immediately prior thereto.


 


“Debt Rating”
has the meaning specified in the definition of Applicable Rate.


 


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


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate
plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Term SOFR Loan or an Alternative Currency Loan, the Default Rate shall be an interest rate equal
to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 






    12 


     


    

 


“Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any
portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender
notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the
Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its
participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the
Company, the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender in writing that it does not intend to comply
with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days
after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company
that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the
Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the
subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so
long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above,
and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to
be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a
written notice of such determination, which shall be delivered by the Administrative Agent to the Company, each L/C Issuer, the
Swing Line Lender and each other Lender promptly following such determination.


 


“Designated Borrower”
means Avnet Europe and any other Subsidiary of the Company party hereto pursuant to Section 2.14.


 


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


 


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


 






    13 


     


    

 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of
any notes or accounts receivable or any rights and claims associated therewith.


 


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


 


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


 


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


 


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


 


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


 


“Electronic Copy”
has the meaning specified in Section 10.19.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) subject
to such consents, if any, as may be required under Section 10.06(b)(iii).


 


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


 






    14 


     


    

 


“EMU” means
the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht
Treaty of 1992 and the Amsterdam Treaty of 1998.


 


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


 


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


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries 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, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on
any date of determination.


 


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


 


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


 






    15 


     


    

 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated
as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice
of intent to terminate a Pension Plan, or the treatment of a Pension Plan amendment as a termination, under Section 4041 or
4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical
status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
the Company or any ERISA Affiliate.


 


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


 


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


 


“Event of Default”
has the meaning specified in Section 8.01.


 


“Excluded Receivables”
means, as of any date of determination, all accounts receivable referred to in Item 1 of Schedule 7.01.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to
a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the
case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under
Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii),
(a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such
Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant
to FATCA.


 


“Existing Credit
Agreement” has the meaning specified in the second introductory paragraph.


 






    16 


     


    

 


“Existing Lenders”
has the meaning specified in the second introductory paragraph.


 


“Existing Letters
of Credit” means the letters of credit listed on Schedule 1.01(a).


 


“Existing
Securitization Facility” means the account receivable securitization pursuant to the fourth amended and restated
receivables purchase agreement dated as of August 16, 2018, as amended, among Avnet Receivables Corporation, the Company as
servicer, the financial institutions party thereto as purchasers, and Wells Fargo Bank, N.A., as agent for the purchasers, including
any extensions, renewals, replacements and refinancings thereof; provided, that each such agreement (as amended, restated,
supplemented or otherwise modified from time to time) or extension, renewal, replacement or refinancing, as the case may be,
satisfies the requirements set forth in clause (b) of the definition of Permitted Securitization Facility.


 


“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) and any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to Section 1471 (b) (1) of the Code and any agreements entered into by the United
States 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 entered into in connection with the implementation
of the foregoing.


 


“Federal Funds Rate”
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 


“Fee Letters”
mean, collectively, the Fee Letter (Bank of America) and the Fee Letter (Joint).


 


“Fee Letter (Bank
of America)” means the letter agreement, dated June 30, 2022, among the Company, the Administrative Agent and BofA Securities, Inc.


 


“Fee Letter (Joint)”
means the letter agreement, dated June 30, 2022, among the Company, the Administrative Agent, BofA Securities, Inc., BNP Paribas
Securities Corp., BNP Paribas, JPMorgan Chase Bank, N.A., MUFG, The Bank of Nova Scotia, Truist Bank and Truist Securities, Inc.


 


“Fitch”
means Fitch, Inc. and any successor thereto.


 


“Foreign Lender”
means, (a) with respect to any Borrower that is a U.S. Person, any Lender that is not a U.S. Person, and (b) with respect to
any Borrower that is not a U.S. Person, a lender that is a resident or organized under the Laws of a jurisdiction other than that in which
such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.


 






    17 


     


    

 


“Foreign Obligor”
means a Loan Party that is a Foreign Subsidiary.


 


“Foreign Obligor
Opinion” has the meaning specified in Section 2.14(a).


 


“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District
of Columbia.


 


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


 


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


 


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


 


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


 


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


 


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


 






    18 


     


    

 


“Guaranty”
means that certain Amended and Restated Guaranty Agreement, dated as of the date hereof, by the Company in favor of the Administrative
Agent and the Lenders, substantially in the form of Exhibit F.


 


“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.


 


“HMT” has
the meaning specified in the definition of Sanctions.


 


“Hong Kong Dollars”
mean the lawful currency of Hong Kong.


 


“Honor Date”
has the meaning specified in Section 2.03(c)(i).


 


“Increase Effective
Date” has the meaning specified in Section 2.15(d).


 


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


 


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


 


(b)            all
direct or contingent obligations of such Person arising under letters of credit (including standby letters of credit), bankers’
acceptances, bank guaranties, surety bonds and similar instruments (other than commercial letters of credit and bankers’ acceptances
incurred to support commercial transactions, bid bonds, payment bonds and performance bonds arising in the ordinary course of business);


 


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


 






    19 


     


    

 


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


 


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


 


(f)            capital
leases, Synthetic Lease Obligations and other Off-Balance Sheet Liabilities;


 


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


 


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


 


For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which such Person is a general partner or a joint venturer, if, and to the extent that,
the fair value of the assets of such partnership or joint venture is less than its probable liability in respect of its obligations, net
of any right to contribution from other reasonably creditworthy Persons which the Company or such Subsidiary has in respect thereof,
unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any
date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease, Synthetic Lease Obligation
or other Off-Balance Sheet Liability as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as
of such date.


 


Notwithstanding the foregoing,
for purposes of this Agreement, the term Indebtedness shall not include any liability of the Company or a Subsidiary under any deferred
compensation plan or similar arrangement covering employees or members of the board of directors of the Company.


 


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


 


“Indemnitees”
has the meaning specified in Section 10.04(b).


 


“Information”
has the meaning specified in Section 10.07.


 


“Intangible Assets”
means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights,
trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research
and development costs.


 






    20 


     


    

 


“Inter-Company Indebtedness”
has the meaning specified in Section 7.03(j).


 


“Interest Payment
Date” means, (a) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each month and the Maturity
Date, (b) as to any Alternative Currency Daily Rate Loan, the last Business Day of each month and the Maturity Date, (c) as
to any Term SOFR Loan or Alternative Currency Term Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date and (d) as to any SOFR Daily Floating Rate Loan, the last Business Day of each month and the Maturity Date; provided,
however, that if any Interest Period for a Term SOFR Loan or Alternative Currency Term Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period shall be Interest Payment Dates.


 


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


 


(a)            any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of a Term SOFR Loan or Alternative Currency Term Rate Loan, such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;


 


(b)            any
Interest Period pertaining to a Term SOFR Loan or Alternative Currency Term Rate Loan that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall
end on the last Business Day of the calendar month at the end of such Interest Period; and


 


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


 


“IP Rights”
has the meaning specified in Section 5.16.


 


“IRS” means
the United States Internal Revenue Service or any Governmental Authority succeeding to any of its principal functions.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the International
Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the time of issuance).


 


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


 






    21 


     


    

 


“Japanese Yen”
means the lawful currency of Japan.


 


“Judgment Currency”
has the meaning specified in Section 10.18.


 


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


 


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


 


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


 


“L/C Issuer”
means each Lender set forth on Schedule 1.01(b) and any successor Lender designated pursuant to this Agreement, for so long
as such Lender shall have a Letter of Credit Commitment for the issuance of Letters of Credit by such L/C Issuer under this Agreement,
and each L/C Issuer’s Letter of Credit Commitment shall initially be as set forth on Schedule 1.01(b), each in its respective
capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder, but excluding any Lender
that resigns or is removed as an L/C Issuer pursuant to the terms hereof (except to the extent such Person has continuing rights and/or
obligations with respect to Letters of Credit after such resignation or removal).  References to the L/C Issuer herein shall, as
the context may indicate (including with respect to any particular Letter of Credit, L/C Credit Extension, L/C Borrowing or L/C Obligations),
mean the applicable L/C Issuer, each L/C Issuer, any L/C Issuer, or all L/C Issuers.


 


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


 


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


 


“Lender”
has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes all L/C Issuers and
the Swing Line Lender.


 






    22 


     


    

 


“Lender Parties”
and “Lender Recipient Parties” mean, collectively, the Lenders, the Swing Line Lender and the L/C Issuers.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office may include
any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires
each reference to a Lender shall include its applicable Lending Office.


 


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


 


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


 


“Letter of Credit
Commitment” means, as to any L/C Issuer at any time, the amount set forth on Schedule 1.01(b) (as such schedule
may be updated from time to time pursuant to Section 2.03 or otherwise, which update shall be provided to the Administrative
Agent for incorporation into such updated Schedule 1.01(b)).


 


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


 


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


 


“Letter of Credit
Report” means a certificate substantially the form of Exhibit J or any other form approved by the Administrative
Agent.


 


“Letter of Credit
Sublimit” means (a) an aggregate amount equal to the lesser of (i) $200,000,000, and (ii) the Aggregate Commitments
and (b) as to any L/C Issuer at any time, the amount set forth on Schedule 1.01(b) (as such schedule may be updated from
time to time pursuant to Section 2.03 or otherwise, which update shall be provided to the Administrative Agent for incorporation
into such updated Schedule 1.01(b)). The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


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


 


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


 






    23 


     


    

 


“Loan Documents”
means this Agreement, each Designated Borrower Request and Assumption Agreement, each Note, each Issuer Document, any agreement creating
or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, the Fee Letters and
the Guaranty.


 


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


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties or financial condition of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the
ability of the Company to perform its obligations under the respective Loan Documents to which it is a party; (c) a material
adverse effect upon the rights or remedies of the Administrative Agent or any Lender under the Loan Documents; or (d) a
material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of the Loan Documents
to which it is a party, taken as a whole.


 


“Material Subsidiary”
means, at any time, any Subsidiary which had total revenues in the four fiscal quarter period most recently ended in excess of 5% of the
total revenues of the Company and its Subsidiaries on a consolidated basis.


 


“Maturity Date”
means August 2, 2027; provided, however, that, if such date is not a Business Day, the Maturity Date shall be the immediately
preceding Business Day.


 


“Maximum Aggregate
Commitment Increase” has the meaning specified in Section 2.15(a).


 


“Maximum Rate”
has the meaning specified in Section 10.09.


 


“MNPI”
has the meaning specified in Section 6.02.


 


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


 


“MUFG”
means MUFG Bank, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc. and/or any of their affiliates as MUFG shall determine
to be appropriate to provide the services contemplated herein.


 


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


 


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


 


“Non-Consenting Lender”
has the meaning specified in Section 10.13.


 






    24 


     


    

 


“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-Extension Notice
Date” has the meaning set forth in Section 2.03(b)(iii).


 


“Non-Material Subsidiary”
means any Subsidiary which is not a Material Subsidiary or a Designated Borrower.


 


“Non-Reinstatement
Deadline” has the meaning set forth in Section 2.03(b)(iv).


 


“Non-SOFR Successor
Rate” has the meaning specified in Section 3.03(c).


 


“Note”
means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender to such Borrower, substantially in
the form of Exhibit C.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement
by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


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


 


“Off-Balance Sheet
Liabilities” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent
not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP: (a) with
respect to any asset securitization transaction (including any accounts receivable purchase facility), the unrecovered investment of purchasers
or transferees of assets so transferred and the principal amount of any recourse, repurchase or debt obligations incurred in connection
therewith; and (b) the monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance
sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized
as indebtedness.


 


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


 






    25 


     


    

 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 3.06).


 


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


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, any L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with
banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency,
the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to
the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America
in the applicable offshore interbank market for such currency to major banks in such interbank market.


 


“Participant”
has the meaning specified in Section 10.06(d).


 


“Participant Register”
has the meaning specified in Section 10.06(e).


 


“Participating Member
State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation
of the European Union relating to EMU.


 


“PATRIOT Act”
has the meaning specified in Section 10.17.


 


“PBGC”
means the Pension Benefit Guaranty Corporation, and any successor entity performing similar functions with respect to ERISA.


 






    26 


     


    

 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and
436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


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


 


“Permitted Business”
means any type of business in which the Company and its Subsidiaries were engaged on the Closing Date and any business reasonably related
or incidental thereto.


 


“Permitted Securitization
Facilities” means, collectively, (a)  the Existing Securitization Facility and (b) any other account receivable securitization
facility so long as the Indebtedness thereunder and other payment obligations with respect thereto are nonrecourse to the Company and
its Subsidiaries (other than any Special Purpose Finance Subsidiary), other than limited recourse provisions that are customary for transactions
of such type and do not have the effect of Guaranteeing the repayment of any such Indebtedness or limiting the loss or credit risk of
lenders or purchasers with respect to payment or performance by the obligors of the accounts receivable so transferred; provided,
that (i) the aggregate outstanding Attributable Indebtedness under the Existing Securitization Facility and any other account receivable
securitization facilities described in clause (b) plus (ii) the Adjusted Receivables Amount, shall not at any time exceed
the greater of (x) $800,000,000, and (y) 35% of the aggregate net book value of all accounts receivable of the Company and its
Subsidiaries (including those accounts receivable subject to the Existing Securitization Facility or any other account receivable securitization
facilities described in clause (b)).


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for U.S.-based
employees of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 


“Public Lender”
has the meaning specified in Section 6.02.


 






    27 


     


    

 


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


 


“Rating Agency”
has the meaning specified in the definition of “Applicable Rate.”


 


“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.


 


“Register”
has the meaning specified in Section 10.06(c).


 


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


 


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


 


“Relevant Rate”
means with respect to any Credit Extension denominated in (a) Dollars, Term SOFR or SOFR Daily Floating Rate, as applicable, (b) Sterling,
SONIA, (c) Euros, EURIBOR, (d) Japanese Yen, TIBOR, (e) Australian Dollars, BBSY, (f) Singapore Dollars, the SORA
Daily Rate and (g) Hong Kong Dollars, HIBOR, as applicable.


 


“Removal Effective
Date” has the meaning specified in Section 9.06(b).


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been
waived under applicable Law.


 


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


 


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02,
Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition);
provided, that the Total Credit Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of Required
Lenders, and provided further, that if and to the extent that the Defaulting Lender fails to fund its participation in any Swing
Line Loan or Unreimbursed Amount and such amount has not been reallocated to and funded by another Lender, then such amount shall be deemed
to be held by the Lender that is the Swing Line Lender or the applicable L/C Issuer, as the case may be, for as long as such Swing Line
Lender or L/C Issuer is not itself a Defaulting Lender, in making such determination.


 






    28 


     


    

 


“Rescindable Amount”
has the meaning as specified in Section 2.12(b)(ii).


 


“Resignation Effective
Date” has the meaning specified in Section 9.06(a).


 


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


 


“Responsible
Officer” means (i) the chief executive officer, president, chief financial officer, treasurer or assistant treasurer
of a Loan Party, and with respect to any Designated Borrower, any other signatory authorized in writing by the board of directors,
the managing member or comparable governing body or Person of such Designated Borrower (each, an “Authorized
Signatory”), (ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01,
the secretary or any assistant secretary of a Loan Party and, with respect to any Designated Borrower, an Authorized Signatory and
(iii) solely for purposes of notices given pursuant to Article II, any officer or employee of the applicable Loan Party so
designated by any of the foregoing officers in a notice to the Administrative Agent and, with respect to any Designated Borrower, an
Authorized Signatory. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


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


 


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


 


“Revaluation Date”
means, with respect to any Loan, each of the following: (a) each date of a Committed Borrowing of an Alternative Currency Loan,
(b) with respect to an Alternative Currency Daily Rate Loan, each Interest Payment Date, (c) each date of a continuation of
an Alternative Currency Term Rate Loan pursuant to Section 2.02, and (d) such additional dates as the Administrative
Agent shall determine or the Required Lenders shall require.


 


“Revolving Credit
Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Committed Loans
and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


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


 






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


 


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


 


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


 


“Scheduled Unavailability
Date” has the meaning set forth in Section 3.03(c)(ii).


 


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


 


“Securities Exchange
Act” means the Securities Exchange Act of 1934.


 


“Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of
the foregoing may be amended and in effect on any applicable date hereunder.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of the Company and its Subsidiaries
as of that date determined in accordance with GAAP.


 


“Singapore Dollars”
mean the lawful currency of Singapore.


 


“SOFR”
means the Secured Overnight Financing Rate as administered by the SOFR Administrator.


 


“SOFR Adjustment”
0.10% (10.0 basis points).


 


“SOFR
Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator
of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time.


 


“SOFR Daily Floating
Rate” means, for any day, a fluctuating rate of interest, which can change on each Business Day, equal to the Term SOFR Screen
Rate two U.S. Government Securities Business Days prior to such day, with a term equivalent to one month beginning on that date; provided,
that, if the rate is not published prior to 11:00 a.m. on such determination date then the SOFR Daily Floating Rate means such Term
SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment;
provided, further, that, if the SOFR Daily Floating Rate shall be less than zero, such rate shall be deemed zero for purposes of
this Agreement.


 






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“SOFR Daily Floating
Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of SOFR Daily Floating Rate.


 


“Solvent”
means, with respect to any Person, that the value of the assets of such Person (both at fair value and present fair saleable value) is,
on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such
Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature
and does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities
will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.


 


“SONIA”
means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on
the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time); provided however that if such
determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior
thereto.


 


“SONIA Adjustment”
means, with respect to SONIA, 0.0326% per annum.


 


“SORA Daily Rate”
means, in relation to any Business Day:


 


(a) the SORA
Screen Rate published on the fifth Business Day preceding such date; or


 


(b) if the
SORA Screen Rate is not available for that Business Day, a reference rate, being a daily rate, designated, nominated or recommended as
the replacement for SORA Daily Rate by the Monetary Authority of Singapore (and/or a committee officially endorsed or convened by the
Monetary Authority of Singapore or any other person which takes over the administration of SORA Daily Rate); or


 


(c) if the
SORA Screen Rate or a replacement rate referred to in clause (b) above is not available for that Business Day, a replacement rate,
being a daily rate, selected by the Administrative Agent and agreed to by the Company, taking into account market conventions and regulatory
guidance.


 


“SORA Adjustment”
means, with respect to SORA Daily Rate, 0.08% (8.0 basis points).


 


“SORA Screen Rate”
means SORA Daily Rate as published by the Monetary Authority of Singapore (or any other person which takes over the publication of that
rate) and is titled “SORA” at https://eservices.mas.gov.sg/Statistics/dir/DomesticInterestRates.aspx (or any replacement page which
displays that rate) or on the appropriate page of such other information service which displays that rate from time to time in place
of the Monetary Authority of Singapore, and if such page or service ceases to be available, the Administrative Agent may specify
another page or service displaying the relevant rate.


 






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“Special
Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time and located in North America or Europe, and, for the avoidance of doubt,
both the Euro and Sterling shall be deemed not to be a Special Notice Currency.


 


“Special Purpose
Finance Subsidiary” means any Subsidiary of the Company created solely for the purposes of, and whose sole activity shall consist
of, acquiring and financing accounts receivable of the Company and its Subsidiaries pursuant to a Permitted Securitization Facility.


 


“Spot
Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in
such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign
exchange trading office at approximately 9:00 a.m. on the date two Business Days prior to the date as of which the
foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial
institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency.


 


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


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (a) of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person,
or (b) the accounts of which are consolidated with those of the Company in its consolidated financial statements. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
of the Company.


 


“Successor Rate”
has the meaning specified in Section 3.03(c).


 


“Summary of Terms”
means the Summary of Terms and Conditions attached as Exhibit A to the Commitment Letter.


 


“Swap Contract”
means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts,
or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $125,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of,
and not in addition to, the Aggregate Commitments.


 


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


 


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


 


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


 


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


 






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“Term SOFR”
means:


 


(a)            for
any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if
the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first
U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period;
and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day;


 


provided
that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise
be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.


 


“Term SOFR Loan”
means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.


 


“Term SOFR Scheduled
Unavailability Date” has the meaning specified in Section 3.03(b)(ii).


 


“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative
Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time).


 


“Term SOFR Successor
Rate” has the meaning specified in Section 3.03(b).


 


“Total Credit Exposure”
means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.


 


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


 


“Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan, a Term SOFR Loan, a SOFR Daily Floating Rate Loan, an Alternative
Currency Daily Rate Loan or an Alternative Currency Term Rate Loan.


 


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


 


“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 subject to 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.


 






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


 


“Unencumbered Cash
and Cash Equivalents” means cash or cash equivalents owned by Company and its Subsidiaries on a consolidated basis (excluding
assets of any retirement plan) which (a) are not the subject of any Lien, and (b) may be converted to cash within 30 days.


 


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


 


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


 


“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).


 


“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.


 


1.02            Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:


 


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


 






    35 


     


    

 


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


 


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


 


(d)            Any
reference herein to a merger, consolidation, amalgamation, conveyance, assignment, sale, disposition or transfer, or similar term, shall
be deemed to apply to a division of or by a limited liability company or a limited partnership, as applicable, or an allocation of assets
to a series of a limited liability company or a limited partnership, as applicable (or the unwinding of such a division or allocation),
as if it were a merger, consolidation, amalgamation, conveyance, assignment, sale, disposition or transfer, or similar term, as applicable,
to, of or with a separate Person. Any division of a limited liability company or a limited partnership, as applicable, shall constitute
a separate Person hereunder (and each division of any limited liability company or any limited partnership, as applicable, that is a Subsidiary,
joint venture or any other like term shall also constitute such a Person or entity).


 


1.03            Accounting
Terms.


 


(a)            Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.


 


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


 






    36 


     


    

 


(c)            Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries or to
the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case,
be deemed to include each variable interest entity that the Company is required to consolidate pursuant to Financial Accounting Standards
Board’s Accounting Standards Codification 810 as if such variable interest entity were a Subsidiary as defined herein.


 


(d)            Pro
Forma Basis. For purposes of computing the Consolidated Leverage Ratio, such ratio (and any financial calculations or components
required to be made or included therein) shall be determined, with respect to the relevant period, after giving pro forma effect to
each Acquisition consummated during such period (including any incurrence, assumption, refinancing or repayment of
Indebtedness), as if such Acquisition had been consummated on the first day of such period, based on historical results
accounted for in accordance with GAAP.


 


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


 


(b)          Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan, an
amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.


 


1.05            Additional
Alternative Currencies.


 


(a)            The
Company may from time to time request that Alternative Currency Loans be made in a currency other than those specifically listed in the
definition of Alternative Currency; provided that such requested currency is an Eligible Currency. Any such request shall be subject
to the approval of the Administrative Agent and the Lenders.


 






    37 


     


    

 


(b)            Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative Agent). In the case of any such request, the Administrative
Agent shall promptly notify each Lender thereof. Each Lender shall notify the Administrative Agent, not later than 11:00 a.m., 10 Business
Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans in such requested
currency.


 


(c)            Any
failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a
refusal by such Lender to permit Alternative Currency Loans to be made in such requested currency. If the Administrative Agent and
all the Lenders consent to making Alternative Currency Loans in such requested currency and the Administrative Agent and such
Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the
Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of
Alternative Currency Daily Rate or Alternative Currency Term Rate to the extent necessary to add the applicable rate for such
currency and any applicable adjustment for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate
or Alternative Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency
shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency
Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05,
the Administrative Agent shall promptly so notify the Company.


 


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


 


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


 


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


 






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


 


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


 


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


 


1.10            Interest
Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the
Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference
rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related
spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without
limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any
Conforming Changes, in each case in the absence of the Administrative Agent’s own gross negligence or willful misconduct as
determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent and its affiliates or
other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any
alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the
foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers.  The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate
referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or
any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any
Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in
equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate
(or component thereof) provided by any such information source or service, in each case in the absence of the Administrative
Agent’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment.


 






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1.11            Amendment
and Restatement; No Novation; Reallocations and Break Funding.


 


(a)            The
parties hereto agree that this Agreement shall, and is intended to, constitute an amendment and restatement of the Existing Credit
Agreement, effective from and after the Closing Date, and that the execution and delivery of this Agreement shall not constitute a
novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit
Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented,
modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrowers
outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the
corresponding facilities of this Agreement, without any further action by any Person, except that the Administrative Agent, the
Lenders and the lenders under the Existing Credit Agreement that are not Lenders under this Agreement (if any) shall make such
transfers and advances of funds, repayments of loans and obligations under the Existing Credit Agreement, and other adjustments as
are necessary in the opinion of the Administrative Agent so that the outstanding balance of all Loans and Obligations hereunder on
the Closing Date, including any Loans funded on the Closing Date hereunder, reflect the Commitments of each of the Lenders hereunder
on the Closing Date. Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other
documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with
any such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all
applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the
applicable Lenders shall make full cash settlement with one another either directly or through the Administrative Agent, as the
Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments
and the portion of the Outstanding Amount of the Loans allocable to each Lender, such that after giving effect to such settlements
the Commitment of each Lender shall be as set forth on Schedule 2.01; the Borrowers shall not be required to repay any loans
or obligations under the Existing Credit Agreement in connection with the execution and delivery of this Agreement.


 


(b)            In
connection therewith, to the extent necessary, the Borrowers will make all payments required by the Lenders and the lenders under the
Existing Credit Agreement pursuant to Section 3.05 of the Existing Credit Agreement and/or of this Agreement, as applicable.


 


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


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


 






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2.02            Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)            Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Term SOFR Loans and
Alternative Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative
Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00
a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR
Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) three Business Days (or four Business Days in
the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans,
(iii) on the requested date of any Borrowing of or conversion to SOFR Daily Floating Rate Loans or of any conversion of SOFR
Daily Floating Rate Loans to Base Rate Loans and (iv) on the requested date of any Borrowing of Base Rate Committed Loans. Each
telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice. Each Borrowing of, conversion to or continuation of
Term SOFR Loans, SOFR Daily Floating Rate Loans or Alternative Currency Loans shall be in a principal amount of the Dollar
Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections
2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) the name
of the applicable Borrower and whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one
Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing
Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and
(vi) the currency of the Committed Loans to be borrowed. If the applicable Borrower fails to specify a currency in a Committed
Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the applicable Borrower fails
to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however,
that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be
continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic
conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the
applicable Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans, SOFR Daily
Floating Rate Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as
a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan
and reborrowed in the other currency.


 






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(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its
Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the
applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans
or continuation of Alternative Currency Term Rate Loans, in each case as described in the preceding subsection. In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds
at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m., in the case of any Committed Loan
denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed
Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the
other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such
Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however,
that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the applicable
Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment
in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above.


 


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


 


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


 






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


 


(f)            Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the Company, the Administrative Agent, and such Lender.


 


(g)            With
respect to any Alternative Currency Daily Rate, Alternative Currency Term Rate, Term SOFR, SOFR Daily Floating Rate or SOFR, the Administrative
Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of
any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative
Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such
amendment becomes effective


 


2.03            Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


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


 






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(ii)            No
L/C Issuer shall issue any Letter of Credit, if:


 


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


 


(B)            the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved
such expiry date; or


 


(C)            such
Letter of Credit is to be denominated in a currency other than Dollars.


 


(iii)            No
L/C Issuer shall be under any obligation to issue any Letter of Credit if:


 


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


 


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


 


(C)            except
as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial face amount less than $500,000;


 


(D)            such
Letter of Credit contains any provisions for automatic reinstatement of the face amount after any drawing thereunder (an “Auto-Reinstatement
Letter of Credit”); or


 


(E)            any
Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to such L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate such L/C Issuer’s actual or
potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising
from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C
Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 






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(iv)            No
L/C Issuer shall amend any Letter of Credit issued by it if such L/C Issuer would not be permitted at such time to issue such Letter of
Credit in its amended form under the terms hereof.


 


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


 


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


 


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


 


(i)            Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower delivered to an L/C Issuer (with a copy
to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer
of such Borrower. Such Letter of Credit Application may be sent by United States mail, by overnight courier, by electronic transmission
using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of
Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 8:00 a.m. at least two Business
Days prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the Administrative Agent
and such L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a
Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date
thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case
of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder;
(G) the purpose and nature of the requested Letter of Credit and (H) such other matters as such L/C Issuer may require. In the
case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall
be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally,
the applicable Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent
may require.


 






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


 


(iii)            If
a Borrower so requests in any applicable Letter of Credit Application, such L/C Issuer may, in its sole and absolute discretion, agree
to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than
a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter
of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request
to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later
than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if
(A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter
of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before
the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders
have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Company that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not
to permit such extension.


 






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(iv)            If
a Borrower so requests in any applicable Letter of Credit Application, an L/C Issuer may, in its sole and absolute discretion, agree to
issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the face amount thereof after any drawing thereunder.
Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer
to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence,
the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to reinstate all or a portion of the face amount
thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of
Credit permits such L/C Issuer to decline to reinstate all or any portion of the face amount thereof after a drawing thereunder by giving
notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”),
such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before
the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders
have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of
the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension
for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement.


 


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


 


(c)            Drawings
and Reimbursements; Funding of Participations.


 


(i)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, each L/C Issuer shall notify
the applicable Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the date of any payment by such L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer
through the Administrative Agent in an amount equal to the amount of such drawing and in Dollars. If the applicable Borrower fails to
so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of
the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof.
In such event, the applicable Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the
Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by such L/C Issuer
or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such
notice.


 






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(ii)            Each
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply
Cash Collateral provided for this purpose) for the account of such L/C Issuer, in Dollars, at the Administrative Agent’s Office
for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 11:30 a.m. on
the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount.
The Administrative Agent shall remit the funds so received to such L/C Issuer.


 


(iii)            With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set
forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred
from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of
its participation obligation under this Section 2.03.


 


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


 


(v)            Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters
of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the
Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s
obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02
(other than delivery by the applicable Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise
impair the obligation of the applicable Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C
Issuer under any Letter of Credit, together with interest as provided herein.


 


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


 






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(d)            Repayment
of Participations.


 


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


 


(ii)            If
any payment received by the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered
into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of
the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


(vi)            any
payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee
of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or


 


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


 


The applicable Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the applicable Borrower’s instructions or other irregularity, such applicable Borrower will promptly notify such
L/C Issuer.


 


(f)            Role
of L/C Issuer. Each Lender and the applicable Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall
have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or
delivering any such document. Neither any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document
or instrument related to any Letter of Credit or Issuer Document. The applicable Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption
is not intended to, and shall not, preclude the Company or the applicable Borrower’s pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement. Neither any L/C Issuer, the Administrative Agent, any
of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for
any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against such L/C Issuer, and such
L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the applicable Borrower which the applicable Borrower proves were caused by such L/C Issuer’s
willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit issued by it after
the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of
such Letter of Credit. In furtherance and not in limitation of the foregoing, such L/C Issuer may accept documents that appear on their
face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such
L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer
or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid
or ineffective for any reason. Such L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via
the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other
commercially reasonable means of communicating with a beneficiary.


 






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(g)            Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Company when a
Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the
ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of
Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to any Borrower for, and no L/C Issuer’s rights and
remedies against any Borrower shall be impaired by, any action or inaction of such L/C Issuer required or permitted under any law,
order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law
or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as
applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers
Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International
Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


(h)            Letter
of Credit Fees. The respective Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject
to adjustment as provided in Section 2.17, with its Applicable Percentage, a Letter of Credit fee (the “Letter of
Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the actual daily maximum amount available to
be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided,
however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to
which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03
shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in
their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance
of such fee, if any, payable to such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. Letter
of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after
the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue
at the Default Rate.


 






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(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to each L/C Issuer, for its own
account a fronting fee (i) with respect to each commercial Letter of Credit issued by any applicable Borrower, a rate specified
in the Fee Letter (Joint), and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of
Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and such L/C Issuer, payable
upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit at the rate per annum
specified in the Fee Letter (Joint), computed on the actual daily maximum amount available to be drawn under such Letter of Credit
(whether or not such maximum amount is then in effect under such Letter of Credit) and on a quarterly basis in arrears. Each such
fronting fee payable to the applicable L/C Issuer shall be due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. In
addition, the Company shall pay directly to each L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from
time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


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


 


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


 






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(l)            Letters
of Credit Reports. At any time that any Lender other than the Person serving as the Administrative Agent is an L/C Issuer, then (i) on
the last Business Day of each calendar month or within five Business Days thereof, (ii) on each date that a Letter of Credit is amended,
terminated or otherwise expires, (iii) on each date that an L/C Credit Extension occurs with respect to any Letter of Credit, and
(iv) upon the request of the Administrative Agent, each L/C Issuer (or, in the case of clause (ii), (iii) or (iv),
the applicable L/C Issuer) shall deliver to the Administrative Agent a Letter of Credit Report setting forth in form and detail reasonably
satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash Collateral, or termination
in respect of Letters of Credit issued by such L/C Issuer) with respect to each Letter of Credit issued by such L/C Issuer that is outstanding
hereunder. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(l) shall
limit the obligation of the Borrowers or any applicable Lender hereunder with respect to its reimbursement and participation obligations,
respectively, pursuant to this Section 2.03.


 


2.04            Swing
Line Loans.


 


(a)            The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a “Swing Line
Loan”) to the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as
Swing Line Lender may exceed the amount of such Lender’s Commitment; provided, however, that (i) after
giving effect to any Swing Line Loan, (x) the Total Outstandings shall not exceed the Aggregate Commitments and (y) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender’s Commitment, and (ii) the Swing Line Lender shall not be under any
obligation to make any such Swing Line Loan if any Lender is at such time a Defaulting Lender, unless the Swing Line Lender has
entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole
discretion) with the Company or such Defaulting Lender to eliminate such Swing Line Lender’s actual or potential Fronting
Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the
Swing Line Loan then proposed to be made or that Swing Line Loan and all other Swing Line Loans then outstanding as to which the
Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, and provided, further,
that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the
foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04,
prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate
Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 






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(b)            Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later
than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of
$1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice. Promptly after receipt by the Swing
Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to 12:00 p.m. on the date of the proposed Swing Line
Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. on
the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company at its office
by crediting the account of the Company on the books of the Swing Line Lender in Same Day Funds.


 


(c)            Refinancing
of Swing Line Loans.


 


(i)            The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal
to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the
requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of
Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.
The Swing Line Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified
in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash
Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative
Agent’s Office for Dollar-denominated payments not later than 10:00 a.m. on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to
have made a Base Rate Committed Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to
the Swing Line Lender.


 






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


 


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


 


(iv)            Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever,
(B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair
the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


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


 


(ii)            If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by
the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered
into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at
a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing
Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


 






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


 


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


 


2.05            Prepayments.
(a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily
prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 8:00 a.m. (A) two Business Days prior to any date of prepayment of Term
SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior
to any date of prepayment of Alternative Currency Loans, (C) one Business Day prior to any date of prepayment of SOFR Daily
Floating Rate Loans, or (D) on the date of prepayment of Base Rate Committed Loans and (ii) any prepayment of Committed
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the
Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s Applicable Percentage (or other applicable share as provided herein) of such prepayment. If
such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan or Alternative Currency Term Rate
Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required
pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Applicable Percentages.


  


(b)            The
Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $1,000,000, or, if less, the entire principal amount thereof then outstanding. Each
such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.


 






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(c)            If
the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to 102% of the
Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or
the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such
date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject
to the provisions of Section 2.16(a)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant
to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate
Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral,
request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.


 


(d)            If
the Administrative Agent notifies the Company at any time that (i) the Outstanding Amount of all Loans denominated in Alternative
Currencies (other than Euros and Sterling) at such time exceeds an amount equal to 102% of the Alternative Currency Sublimit then in effect,
or (ii) the aggregate Outstanding Amount of all Loans exceeds an amount equal to 102% of the Aggregate Commitments then in effect,
then, within four Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce
such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.


 


2.06            Termination
or Reduction of Commitments. The Company may, upon notice to the Administrative Agent,
terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that
(a) any such notice shall be received by the Administrative Agent not later than 8:00 a.m. five Business Days prior to the
date of termination or reduction, (b) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole
multiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or reduce the Aggregate Commitments if, after
giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments,
and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of
Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to
the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued
until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such
termination.


 






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


 


(b)            The
Company shall repay each Swing Line Loan on the earlier to occur of (i) the date 10 days after such Loan is made and (ii) the
Maturity Date.


 


2.08            Interest.
 (a) Subject to the provisions of subsection (b) below, (i) each Term SOFR
Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Term SOFR
for such Interest Period plus the Applicable Rate; (ii) each Alternative Currency Term Rate Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per annum equal to the applicable Alternative Currency Term Rate
for such Interest Period plus the Applicable Rate; (iii) each Alternative Currency Daily Rate Loan shall bear interest on
the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Alternative Currency Daily Rate for
such Interest Period plus the Applicable Rate; (iv) each Base Rate Committed Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (v) each
SOFR Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the SOFR Daily Floating Rate plus the Applicable Rate and (vi) each Swing Line Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate with respect to Base Rate Loans.


 


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


 


(ii)            Upon
the request of the Required Lenders, while any Event of Default under Section 8.01(a), (f) or (g) exists,
the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


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


 


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


 


(d)            For
the purposes of the Interest Act (Canada), to the extent it may be applicable, (i) whenever a rate of interest or fee rate hereunder
is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar
year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee
rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the
principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest
stipulated herein are intended to be nominal rates and not effective rates or yields.


 






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


 


(a)            Facility
Fee. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage,
subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period
(and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during
which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and
on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly
in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


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


 


(ii)            The
Company shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


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


 






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


 


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


 


2.12            Payments
Generally; Administrative Agent’s Clawback. (a) General. All payments to
be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans
denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars
and in Same Day Funds not later than 11:00 a.m. on the date specified herein. Except as otherwise expressly provided herein,
all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall
be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified
by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is
prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment
in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after
11:00 a.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the
case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.


 






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(b)            (i) 
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Committed Borrowing (or, in the case of any Committed Borrowing of Base Rate Loans requested on the
same day that the applicable Committed Loan Notice is delivered, by 9:00 a.m. on the date of such Committed Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent
may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon,
for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing
or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment
to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the
amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing.
Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to
make such payment to the Administrative Agent.


 


(ii)   Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due.


 


With respect
to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies
(such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made
such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not
then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the
Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand
the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


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


 






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


 


(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any
Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment
under Section 10.04(c).


 


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


 


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


 


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


 






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(ii)            the
provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by a Borrower pursuant to and
in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary thereof (as to which the
provisions of this Section shall apply).


 


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


 


2.14            Designated
Borrowers. (a) The Company may at any time, upon not less than 15 Business Days’
notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole
discretion), designate any additional direct or indirect, wholly-owned Subsidiary of the Company acceptable to the Administrative
Agent, in its reasonable discretion, as a Designated Borrower (an “Applicant Borrower”) to receive Loans and
request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to
each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated
Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received
such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and content
reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or any Lender in its sole
discretion (including such documents and other information as the Administrative Agent or any Lender may reasonably request in order
to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations and with the Beneficial Ownership Regulations, if applicable), and Notes signed by such new Borrowers to the extent any
Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall be entitled to receive Loans and to request
Letters of Credit hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of
counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H
(a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the
Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such
Designated Borrower to receive Loans and to request Letters of Credit hereunder, on the terms and conditions set forth herein,
except to the extent (i) it is unlawful for any such Lender to do so, (ii) any Governmental Authority has asserted that it
is unlawful for any Lender to do so or (iii) any Lender has determined in good faith that it is unlawful to do so (any
such Lender described in the above clauses (i) through (iii), a “Restricted Lender”), and each
of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided (x) that
no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date
five Business Days after such effective date; and (y) such Applicant shall, as a condition precedent to becoming a Designated
Borrower, cause, at its sole cost and expense, such local counsel opinions to be delivered to the Administrative Agent in the form
attached hereto as Exhibit K or such other form and substance as is reasonably acceptable to the Administrative Agent
and from counsel satisfactory to the Administrative Agent (a “Foreign Obligor Opinion”); provided, that
such opinion shall only constitute a condition precedent to designation as a Designated Borrower if Borrowings in Alternative
Currencies to be made available to such Designated Borrower, if so designated, would exceed the Alternative Currency Equivalent of
(i) $50,000,000 or (ii) when aggregated with Borrowings in Alternative Currencies made available to other Designated
Borrowers hereunder, $75,000,000. Each Subsidiary that is or becomes a Designated Borrower pursuant to this Section 2.14
shall at all times remain a direct or indirect, wholly-owned Subsidiary of the Company for so long as such Person is a Designated
Borrower. No Lender that is a Restricted Lender with respect to any Designated Borrower shall be obligated to fund a Loan or any
portion thereof to such Designated Borrower. Notwithstanding the foregoing, any Loans previously funded by such Restricted Lender to
such Designated Borrower or Letters of Credit issued by such Restricted Lender on behalf of such Designated Borrower shall remain
outstanding and be repaid or drawn upon, as applicable, in accordance with the terms hereof unless required by applicable Law, with
respect to any such Loans, to be repaid at an earlier time, in which case the applicable Loan or Loans shall be repaid at the time
required by applicable Law or, with respect to any such Letters of Credit, required to be terminated or drawn upon, in which case
the applicable Letter of Credit shall be terminated or drawn upon, as the case may be, at the time required by applicable Law. Each
Designated Borrower shall be permitted to request Credit Extensions in the form of Borrowings and L/C Credit Extensions in
accordance with the terms of this Agreement.


 






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(b)            The
Obligations of all Designated Borrowers shall be several in nature with respect to the repayment of principal and interest, letter of
credit fronting fees, and reimbursement and other similar obligations with respect to only the Borrowings made by, and Letters of Credit
issued on behalf of, such Designated Borrower, provided, that (i) the foregoing shall not limit the unconditional and irrevocable
obligation of the Company with respect thereto pursuant to the Guaranty, and (ii) all of the Borrowers shall be responsible, jointly
and severally, for facility fees, indemnification obligations, reimbursement of costs and other similar obligations hereunder.


 


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


 


(d)            The
Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such
shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as
such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated
Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify
the Lenders of any such termination of a Designated Borrower’s status.


 






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2.15            Optional
Increase in Commitments.


 


(a)            Proposal
of Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Company may, from time to time, propose an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding
$250,000,000 in the aggregate (“Maximum Aggregate Commitment Increase”); provided that (i) the Borrowers
shall inform existing Lenders of such proposed increase and existing Lenders may offer to commit to such increased amount and (ii) no
such increase in the Aggregate Commitments shall increase the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency
Sublimit; provided further, however, that neither the Administrative Agent nor the Borrowers shall be required to accept
any such offer from any existing Lender; provided, further, that the Borrowers may also allow any other Person or Persons
that constitute Eligible Assignees to offer to commit to such increased amount; provided, further, that any such Person
(other than an existing Lender) that commits to any part of such increase shall be approved by the Administrative Agent, the L/C Issuers,
the Swing Line Lender and the Company (which approvals, in each case, shall not be unreasonably withheld or delayed). At the time of sending
such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each existing Lender
and each other Person is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such
notice to the Lenders).


 


(b)            Lender
Offers to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it offers to increase
its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.
Any Lender not responding within such time period shall be deemed to have declined to offer to increase its Commitment.


 


(c)            Notification
by Administrative Agent. The Administrative Agent shall promptly notify the Company of the Lenders’ responses to each request
made hereunder.


 


(d)            Effective
Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the
Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase
(which allocation may or may not include any of the existing Lenders that have offered to increase their Commitments). The Administrative
Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date.


 






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(e)            Conditions
to Effectiveness of Increase. As a condition precedent to such increase,


 


(i)            the
Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient
copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by
such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving
effect to such increase, (1) the representations and warranties contained in Article V and the other Loan Documents are
true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01,
and (2) no Default exists;


 


(ii)            each
Person (other than an existing Lender) that will (in accordance with the allocation described in clause (d) above) commit
to any of such increase shall deliver to the Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative
Agent and its counsel, whereby such Person shall agree to be bound by this Credit Agreement as a Lender;


 


(iii)            at
least five days prior to the Increase Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower to each Lender that so requests at
least 10 days prior to the Increase Effective Date; and


 


(iv)            upon
the reasonable request of any Lender made at least 10 days prior to the Increase Effective Date, the Borrowers shall have provided to
such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Increase Effective
Date.


 


The Borrowers shall prepay any Committed Loans
outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase
in the Commitments under this Section.


 


(f)            Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 






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2.16            Cash
Collateral.


 


(a)            Certain
Credit Support Events. (i) Upon the request of the Administrative Agent or any L/C Issuer (A) if such L/C Issuer has
honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or
(B) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Company shall,
in each case, within two Business Days following receipt of a written request of the Administrative Agent or such L/C Issuer,
Cash Collateralize the then Outstanding Amount of all L/C Obligations.


 


(ii)            At
any time that there shall exist a Defaulting Lender, within two Business Days following receipt of a written request of the Administrative
Agent, any L/C Issuer or the Swing Line Lender, the Company shall deliver to the Administrative Agent Cash Collateral in an amount sufficient
to cover all Fronting Exposure of such L/C Issuer or the Swing Line Lender, as applicable, with respect to the Defaulting Lender (after
giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Subject to Section 10.20,
no such delivery by the Company shall constitute a waiver or release of any claim by any Borrower against a Defaulting Lender arising
from that Lender having become a Defaulting Lender.


 


(iii)            In
addition, if the Administrative Agent notifies the Company in writing at any time that the Outstanding Amount of all L/C Obligations at
such time exceeds 102% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the
Company shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations
exceeds the Letter of Credit Sublimit.


 


(b)            Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked, interest-bearing deposit accounts at Bank of America. The Company, and to the extent provided by any Lender, such Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers
and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit
accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time
the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative
Agent as herein provided, or that the total amount of such Cash Collateral is less than the Fronting Exposure and other obligations secured
thereby (including by reason of exchange rate fluctuations), the Company or the relevant Defaulting Lender will, promptly upon demand
by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
such deficiency.


 


(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16
or Sections 2.03, 2.04, 2.05, 2.17 or 8.02 in respect of Letters of Credit or Swing Line Loans shall
be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein
(including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for
which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 






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(d)            Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce the applicable Fronting Exposure or to secure other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations
giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate,
its assignee following compliance with Section 10.06(b)(vi))) or (ii) the good faith determination by the
Administrative Agent and any L/C Issuer that there exists excess Cash Collateral; provided, however, (x) that Cash
Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default
(and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03),
and (y) the Person providing Cash Collateral and such L/C Issuer or Swing Line Lender, as applicable, may agree that Cash
Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 


2.17            Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender or is replaced pursuant to Section 10.13, to the extent permitted by applicable
Law:


 


(i)            Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 10.01.


 


(ii)            Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and
including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08)
(excluding Cash Collateral), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first,
to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment
on a pro rata basis of any amounts owing by that Defaulting Lender to any L/C Issuer or the Swing Line Lender hereunder; third,
to Cash Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth,
as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro
rata in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) Cash
Collateralize any L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters
of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, any L/C Issuer or the Swing Line Lender against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to
the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the
Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to that Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of
any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such
Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender
until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders
pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by
that Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees. That Defaulting Lender (x) shall be entitled to receive any facility fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the
Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit and Swing Line Loans for
which it has provided Cash Collateral pursuant to Section 2.03, Section 2.04, Section 2.16, or Section 2.17(a)(ii),
as applicable (and the Company shall (A) be required to pay to an L/C Issuer and the Swing Line Lender, as applicable, the amount
of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount
of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its
right to receive Letter of Credit Fees as provided in Section 2.03(h).


 


(iv)            Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause
the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject
to Section 10.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against
a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result
of such Non-Defaulting Lender’s increased exposure following such reallocation.


  


(v)            Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially,
be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first,
prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize
the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.17.


 






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(b)            Defaulting
Lender Cure. If the Company, the Administrative Agent, Swing Line Lender and the L/C Issuers
agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase
at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to
be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held
on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01            Taxes.


 


(a)            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)            Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative
Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative
Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation
to be delivered pursuant to subsection (e) below.


 


(ii)            If
any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including United States withholding
taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative
Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the
Code, and (C) to the extent such withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable
Loan Party shall be increased as necessary so that after such required withholding or the making of such required deductions (including
deductions applicable to additional sums payable under this Section 3.01(a)(ii)) the applicable Recipient receives an amount
equal to the sum it would have received had no such withholding or deduction been made.


 






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(iii)            If
any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes
from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions
as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below,
(B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld
or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that such withholding or deduction
is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after such
required withholding or the making of such required deductions (including deductions applicable to additional sums payable under this
Section 3.01(a)(iii)) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding
or deduction been made.


 


(b)            Payment
of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, each Borrower shall timely pay
to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse
it for the payment of, any Other Taxes.


 


(c)            Tax
Indemnifications.


 


(i)            Without
limiting the provisions of subsection (a) or (b) above, each Borrower shall, and does hereby, jointly and severally
indemnify each Recipient and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable
or paid by such Recipient or required to be withheld or deducted from payment to such Recipient, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender
or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender
or an L/C Issuer, shall be conclusive absent manifest error. Each Borrower shall, and does hereby, jointly and severally indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after such Borrower’s receipt of such certificate,
showing the amount of the payment requested, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to
the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 






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(ii)            Each
Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C
Issuer (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable,
against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(e) relating
to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any
Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or
a Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to
such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (ii).


 


(iii)            Each
Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after
demand therefor, any Borrower for any loss incurred by such Borrower as a result of such Borrower being required to make a payment to
the Administrative Agent pursuant to the last sentence of Section 3.01(c)(i) with respect to such Lender or L/C Issuer.


 


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


 


(e)            Status
of Lenders; Tax Documentation.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall deliver such other documentation
prescribed by applicable law or the taxing authority of a jurisdiction pursuant to such applicable law or reasonably requested by the
Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution, and submission of such documentation (other than such documentation either (A) set forth in Section 3.01(e)(ii)(A),
(ii)(B) and (ii)(D) below or (B) required by applicable law other than the Code or the taxing authorities
of the jurisdiction pursuant to such applicable law to comply with the requirements for exemption or reduction of withholding tax in
that jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender.


 






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


 


(A)            any
Lender that is a U.S. Person shall 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 reasonable request of the Company or the Administrative Agent)
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and


 


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


 


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


 


(II)            executed
copies of IRS Form W-8ECI;


 


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


 






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


 


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


 


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


 


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


 






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(v)            Each
of the Borrowers shall, to the extent it is legally entitled to do so, promptly deliver to the Administrative Agent or any Lender,
as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it
first becomes a Borrower), and in a timely fashion thereafter, such documents and forms as are reasonably available to such Borrower
and are required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such
Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment
by the Administrative Agent or any Lender of Taxes, or otherwise in connection with the Loan Documents, with respect to such
jurisdiction.


 


(vi)            Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 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.


 


(f)            Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for
or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund
of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Recipient
determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by any Borrower or
with respect to which any Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 3.01
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient
and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Recipient, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each
Borrower, upon the request of the Recipient shall repay the amount paid over to such Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the Recipient be required
to pay any amount to any Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax
position than the Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to any Borrower or any other Person.


 


(g)            Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.


 






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


 


3.03            Inability
to Determine Rates. (a) If in connection with any request for a Term SOFR Loan or a SOFR
Daily Floating Rate Loan or an Alternative Currency Loan or a conversion of Base Rate Loans to Term SOFR Loans or SOFR Daily Floating
Rate Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable currency has been determined
in accordance with Section 3.03(b) or Section 3.03(c) and the circumstances under clause (i) of
Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date has occurred with respect
to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate
for the applicable currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed
Term SOFR Loan, SOFR Daily Floating Rate Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate
Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect
to a proposed Loan denominated in a currency for any requested Interest Period or determination date(s) does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender.


 






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Thereafter, (x) the obligation
of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans or
SOFR Daily Floating Rate Loans, shall be suspended in each case to the extent of the affected Alternative Currency Loans or Interest Period
or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect
to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended,
in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of
this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.


 


Upon receipt of such notice,
(i) the Borrowers may revoke any pending request for a Committed Borrowing of, or conversion to Term SOFR Loans or SOFR Daily Floating
Rate Loans, or Committed Borrowing of, or continuation of Alternative Currency Loans to the extent of the affected Term SOFR Loans, SOFR
Daily Floating Rate Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will
be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar
Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans or SOFR Daily Floating Rate Loans shall
be deemed to have been converted to Base Rate Loans immediately and (B) any outstanding affected Alternative Currency Loans, at the
Company’s election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the
Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily
Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid
in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case
of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative
Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such notice or (y) in the case
of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term
Rate Loan, the Company shall be deemed to have elected clause (1) above.


 


(b)            Replacement
of Term SOFR, SOFR Daily Floating Rate or Term SOFR Successor Rate. Notwithstanding anything to the contrary in this Agreement or
any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the
Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the
Company or Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining each of one month, three month and six month interest periods of Term SOFR (or, in
the case of SOFR Daily Floating Rate Loans, the one month interest period of Term SOFR), including, without limitation, because the Term
SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 






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(ii)            CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public
statement identifying a specific date after which each of one month, three month and six month interest periods of Term SOFR (or, in
the case of SOFR Daily Floating Rate Loans, the one month interest period of Term SOFR) or the Term SOFR Screen Rate shall or will
no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or
shall or will otherwise cease; provided that, at the time of such statement, there is no successor administrator that is
satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR (or, in the case of SOFR
Daily Floating Rate Loans, the one month interest period of Term SOFR) after such specific date (the latest date on which one month,
three month and six month interest periods of Term SOFR (or, in the case of SOFR Daily Floating Rate Loans, the one month interest
period of Term SOFR) or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Term SOFR
Scheduled Unavailability Date”).


 


then, on a date and time determined
by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an
Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above,
no later than the Term SOFR Scheduled Unavailability Date, Term SOFR and the SOFR Daily Floating Rate will be replaced hereunder and under
any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined
by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document (the “Term SOFR Successor Rate”).


 


If the Successor Rate is Daily
Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.


 


Notwithstanding
anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior
to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or
(ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the
Company may amend this Agreement solely for the purpose of replacing Term SOFR, the SOFR Daily Floating Rate or any then current Successor
Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period
(or, in the case of a daily floating interest rate, upon the effectiveness of such amendment) for
interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention
for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each
case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention
for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or
method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time
to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments,
shall constitute a “Term SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business
Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time,
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to
such amendment.


 






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(c)            Replacement
of Relevant Rate or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the
Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify
the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable)
have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining the Relevant Rate (other than Term SOFR) for a currency (other than Dollars) because
none of the tenors of such Relevant Rate (other than Term SOFR) under this Agreement is available or published on a current basis, and
such circumstances are unlikely to be temporary; or


 


(ii)            the
Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate (other than Term
SOFR) for a currency (other than Dollars) under this Agreement shall or will no longer be representative or made available, or permitted
to be used for determining the interest rate of syndicated loans denominated in such currency (other than Dollars), or shall or will otherwise
cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to
the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (other than Term SOFR) for
such currency (other than Dollars) (the latest date on which all tenors of the Relevant Rate for such currency (other than Dollars) under
this Agreement are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);
or


 


(iii)            if
the events or circumstances of the type described in Section 3.03(c)(i) or (ii) have occurred with respect
to the Successor Rate then in effect,


 


then,
the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing the Relevant Rate for a currency
or any then current Successor Rate for a currency in accordance with this Section 3.03 with an alternative benchmark rate
giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S.
and denominated in such currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to
such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented
in the U.S. and denominated in such currency for such benchmarks, which adjustment or method for calculating such adjustment shall be
published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be
periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor
Rate”, and collectively with the Term SOFR Successor Rate, each a “Successor Rate”), and any such amendment
shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders object to such amendment.


 


 






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(d)            Successor
Rate. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of
any Successor Rate.


 


Any Successor Rate shall be
applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible
for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent.


 


Notwithstanding anything else
herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be
zero for the purposes of this Agreement and the other Loan Documents.


 


In connection with the implementation
of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything
to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,
the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably
promptly after such amendment becomes effective.


 


(e)            For
purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement
to make, the relevant Loans in the relevant currency shall be excluded from any determination of Required Lenders.


 


3.04            Increased
Costs.


 


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


 


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


 


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


 






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(iii)            impose
on any Lender or any L/C Issuer or any applicable interbank market any other condition, cost or expense affecting this Agreement or Term
SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit issued by any L/C Issuer or any participation therein;


 


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


 


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


 


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


 






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


 


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


 


(a)            any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any conversion,
payment or prepayment to the extent such Lender, pursuant to Section 3.03, has required any Borrower to make such conversion,
payment or prepayment before the end of the applicable Interest Period with respect to such Loan);


 


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


 


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


 


(d)            any
assignment of a Term SOFR Loan or Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor
as a result of a request by the Company pursuant to Section 10.13;


 


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


 


For purposes of calculating
amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each Alternative Currency Term Rate Loan made by it at the Alternative Currency Term Rate for such Loan
by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for
a comparable period, whether or not such Alternative Currency Term Rate Loan was in fact so funded.


 






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3.06            Mitigation
Obligations; Replacement of Lenders.


 


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


 


(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a),
the Company may replace such Lender in accordance with Section 10.13.


 


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


 


ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


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


 


(a)            The
Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or,
in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory
to the Administrative Agent and each of the Lenders:


 


(i)            executed
counterparts of this Agreement and the Guaranty sufficient in number for distribution to the Administrative Agent and the Company;


 






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(ii)            Notes
executed by the Borrowers in favor of each Lender requesting Notes;


 


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


 


(iv)            such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or
formed, and that the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect;


 


(v)            opinions
of (A) Covington & Burling LLP, counsel to the Loan Parties, (B) Argo Law, Belgian counsel to Avnet Europe and (C) the
Vice President and Corporate Secretary of the Company, each addressed to the Administrative Agent and each Lender, in substantially the
forms of Exhibits I-1, I-2 and I-3, respectively;


 


(vi)            a
certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents
to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such
consents, licenses or approvals are so required;


 


(vii)            a
certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and
(b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements
that has had or could be reasonably expected to have, either individually or in the aggregate, a material adverse change in, or a material
adverse effect upon, the operations, business, properties or financial condition of the Company and its Subsidiaries taken as a whole;
(C) the current Debt Ratings and (D) that there is no action, suit, investigation or
proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that
has had or could be reasonably expected to have a Material Adverse Effect;


 


(viii)            evidence
that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;


 


(ix)            at
least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower;


 






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(x)            upon
the reasonable request of any Lender made at least 10 days prior to the Closing Date, the Company shall have provided to such Lender,
and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable
“know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act,
in each case at least five days prior to the Closing Date; and


 


(xi)            such
other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.


 


(b)            Any
and all fees and expenses of the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates required to be paid
on or before the Closing Date shall have been paid.


 


(c)            The
Company shall have paid all reasonable and documented fees, expenses and disbursements of McGuireWoods LLP, as counsel to the Administrative
Agent, and of local counsel to the Lenders retained by the Administrative Agent with respect to any Foreign Obligors, in each case to
the extent invoiced prior to the Closing Date (provided that the Company shall remain liable for any additional reasonable fees and expenses
of such counsel to the Administrative Agent in accordance with Section 10.04).


 


Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


4.02            Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Term SOFR
Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent:


 


(a)            The
representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in
each other Loan Document or in any document furnished at any time under or in connection herewith or therewith (including any Designated
Borrower Request and Assumption Agreement), shall be true and correct in all material respects (unless such representation or warranty
is already qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as
of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.


 






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


 


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


 


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


 


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


 


Each Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Term SOFR Loans
or Alternative Currency Term Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE V.

REPRESENTATIONS AND WARRANTIES


 


Each Borrower represents and
warrants to the Administrative Agent and the Lenders that:


 


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


 


5.02            Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document
to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not, and will
not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach
or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to
which such Person is a party or to which such Person or the properties of such Person or any of its Subsidiaries is subject or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law in any material respect, except, in the case of immediately preceding clauses (b) and (c),
to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Loan Party and each Subsidiary
thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.


 






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5.03            Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except in the case where
such approval, consent, exemption, authorization, notice, filing or other action has previously been completed and is in full force and
effect.


 


5.04            Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.


 


5.05            Financial
Statements; No Material Adverse Effect.


 


(a)            The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of
the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.


 


(b)            The
unaudited consolidated and consolidating balance sheet of the Company and its Subsidiaries dated April 2, 2022, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows, and consolidating statements of income or operations for
the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries
as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)            Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has
had or could reasonably be expected to have a Material Adverse Effect.


 


5.06            Litigation.
Except as disclosed on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge
of the Company after due and diligent investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority,
by or against the Company or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually
or in the aggregate, is reasonably likely to be determined adversely and, if so determined, could reasonably be expected to have a Material
Adverse Effect.


 






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5.07            No
Default. No Default has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.


 


5.08            Ownership
of Property; Liens. Each of the Company and each Subsidiary has good record and marketable title
in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except
for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.


 


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


 


5.10            Taxes.
The Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in accordance with GAAP, and except where the failure to file
such returns or reports or to make such payments could not reasonably be expected to have a Material Adverse Effect. To the knowledge
of the Company, there is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse
Effect. Neither any Loan Party nor any Material Subsidiary thereof is party to any tax sharing agreement. No Non-Material Subsidiary is
a party to any tax sharing agreement that could reasonably be expected to have a Material Adverse Effect.


 


5.11            ERISA
Compliance.


 


(a)            Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other U.S. Federal or state Laws.
Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination
letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related
thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application
for such a letter is currently being processed by the IRS with respect thereto. To the best knowledge of the Company, nothing has occurred
which would cause the loss of such qualification that could reasonably be expected to have a Material Adverse Effect. The Company and
each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for
a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any
Plan.


 






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


 


(c)            (i) No
ERISA Event has occurred, and neither the Company nor any ERISA Affiliate is aware of any fact, event or circumstance that is reasonably
expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Company and each ERISA Affiliate has
met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding
standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any
Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither
the Company nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target
attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Company nor any
ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which
have become due that are unpaid; (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject
to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan.


 


5.12            Subsidiaries;
Equity Interests. As of the Closing Date, the Company has no Subsidiaries with any material assets,
material liabilities or ongoing operations other than those specifically disclosed in Part (a) of Schedule 5.12, and
all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned
by a Loan Party in the amounts specified on Part (a) of Schedule 5.12 free and clear of all Liens. As of the Closing
Date, the Company has no equity investments in any other corporation or entity other than (a) those specifically disclosed in Part (b) of
Schedule 5.12 and (b) equity investments in any corporation or entity where the aggregate amount invested in such Person by
the Company is less than $5,000,000. All of the outstanding Equity Interests in the Company have been validly issued, and are fully paid
and nonassessable.


 


5.13            Margin
Regulations; Investment Company Act.


 


(a)            No
Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.


 






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(b)            None
of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.


 


5.14            Disclosure.
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished),
taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to
projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


 


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


 


5.16            Intellectual
Property; Licenses, Etc. The Company and its Subsidiaries own, or possess the right to use, all
of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person, except as could not reasonably be expected to have a Material Adverse Effect. No
claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened, which, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.17            Solvency.
On the Closing Date, the Company and its Subsidiaries on a consolidated basis are Solvent, both before and after giving effect to any
Credit Extension and the disbursements of the proceeds thereof on such date. On the date of each Credit Extension, the Company and its
Subsidiaries on a consolidated basis are Solvent, both before and after giving effect to such Credit Extension and the disbursements of
the proceeds thereof on such date.


 


5.18            Taxpayer
Identification Number; Other Identifying Information. The true and correct U.S. taxpayer identification
number of the Company is set forth on Schedule 10.02.


 






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5.19            Representations
as to Foreign Obligors. Each of the Company and each Foreign Obligor represents and warrants
to the Administrative Agent and the Lenders that:


 


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


 


(b)            The
Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized
and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents, except to the extent that
the failure to be in such proper legal form could not reasonably be expected to adversely affect the enforceability of the Guaranty against
the Company. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable
Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, (i) except
for (A) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until
the Applicable Foreign Obligor Document or any other document is sought to be enforced and (B) any charge or tax as has been timely
paid, and (ii) except to the extent that the failure so to file, register, record, execute, or notarize such documents, or to make
such payments, could not reasonably be expected to adversely affect the enforceability of the Guaranty against the Company.


 


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


 


(d)            Avnet
Europe is not, nor has it been at any time prior to the date hereof, an enterprise (onderneming/entreprise) in the meaning
of article 2.4 ̊ of the Belgian Act of 21 December 2013 regarding SME Financing, as amended).


 


5.20            OFAC.
Neither the Company, nor any of its Subsidiaries, nor any director or officer thereof, nor, to the knowledge of the Company and its Subsidiaries,
any employee, agent, affiliate or representative thereof, is an individual or entity that is (i) currently the subject or target
of any Sanctions or (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial
Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority, (iii) 10%
or more owned by an individual or entity that is on a list described in immediately preceding clause (ii) or (iv) located,
organized or resident in a Designated Jurisdiction.


 






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5.21            Anti-Corruption
Laws. (a) The Company and its Subsidiaries have conducted their businesses in compliance
in all material respects with the PATRIOT Act.


 


(b)            The
Company and its Subsidiaries (x) have conducted their businesses in compliance in all material respects with the United States Foreign
Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and (y) have
instituted and maintained reasonable and customary policies and procedures designed to promote and achieve compliance with such laws
in all material respects.


 


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


 


5.23            Certificate
of Beneficial Ownership. As of the Closing Date, the information included in the Beneficial
Ownership Certification, if applicable, is true and correct in all respects.


 


5.24            Covered
Entities. No Loan Party is a Covered Entity.


 


ARTICLE VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02,
and 6.03) cause each Subsidiary to:


 


6.01            Financial
Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory
to the Administrative Agent and the Required Lenders:


 


(a)            as
soon as available, but in any event within 15 days after the date on which consolidated financial statements for such year are required
to be delivered to the SEC under the Securities Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries as at
the end of each fiscal year of the Company, and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of a Registered Public Accounting
Firm of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance
with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with
respect to the absence of material misstatement;


 






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(b)            as
soon as available, but in any event within 15 days after the date on which consolidated financial statements for such period are required
to be delivered to the SEC under the Securities Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries as at
the end of each fiscal quarter of the Company (commencing with the fiscal quarter ended July 2, 2022), and the related consolidated
statements of income or operations and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then
ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail, such statements to be certified by a Responsible Officer
of the Company as fairly presenting the financial condition and results of operations of the Company and its Subsidiaries in accordance
with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and


 


(c)            as
soon as available, but in any event on the date on which the financial statements referred to in Sections 6.01(a) and (b) 
for such period are required to be delivered to the Administrative Agent and the Lenders, a consolidating balance sheet of the Company
and its Subsidiaries, based on each geographic region, as at the end of such period and the related consolidating statements of
income or operations, for such period, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, such statements to be certified by a Responsible Officer of the Company to the
effect that such statements are fairly stated in all material respects when considered in relation to the applicable consolidated financial
statements of the Company and its Subsidiaries.


 


As to any information contained in materials
furnished pursuant to Section 6.02(c), the Company shall not be separately required to furnish such information under clause
(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information
and materials described in clauses (a) and (b) above at the times specified therein.


 


6.02            Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory
to the Administrative Agent and the Required Lenders:


 


(a)            concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified
public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was
obtained of any Default under the financial covenant set forth herein or, if any such Default shall exist, stating the nature and status
of such event;


 


(b)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the fiscal
quarter ended July 2, 2022), a duly completed Compliance Certificate signed by a Responsible Officer of the Company (which delivery
may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and
shall be deemed to be an original authentic counterpart thereof for all purposes);


 


(c)            promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the
stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements (other than
registration statements on Form S-8 or any successor form thereto) which the Company may file or be required to file with the SEC
under Section 13 or 15(d) of the Securities Exchange Act, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto;


 






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(d)            promptly
after the furnishing thereof, copies of any correspondence, notice, statement or report furnished to any holder of debt securities of
any Loan Party or any Subsidiary thereof with respect to any default or event of default under any indenture, loan or credit or similar
agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this
Section 6.02;


 


(e)            promptly,
and in any event within five Business Days after the Company is aware of receipt by any Loan Party or any Subsidiary thereof, copies
of each notice received from the SEC concerning any investigation by such agency regarding material financial or other operational results
of any Loan Party or any Material Subsidiary; and


 


(f)            promptly,
such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with
the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.


 


Documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section 6.02 (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website
on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the
Administrative Agent and each Lender (by electronic mail) of the posting of any such documents and provide to the Administrative Agent
by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.


 


Each Borrower hereby acknowledges that (a) the
Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided
by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the United States
Federal and state securities laws) with respect to any of the Borrowers or their respective Affiliates, or the respective securities
of any of the foregoing (“MNPI”), and who may be engaged in investment and other market related activities with respect
to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrowers shall
be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials
as not containing any MNPI with respect to the Borrowers or their securities for purposes of United States Federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
“Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Side Information”. Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”


 






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6.03            Notices.
Promptly notify the Administrative Agent and each Lender:


 


(a)            of
the occurrence of any Default;


 


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


 


(c)            of
the occurrence of any ERISA Event;


 


(d)            of
any material change in accounting policies or financial reporting practices by the Company and its Subsidiaries on a consolidated basis;
and


 


(e)            of
any public announcement by (or written announcement received by the Company from) Moody’s, S&P or Fitch of any change in a
Debt Rating.


 


Each notice pursuant to this
Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred
to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached, if any.


 


6.04            Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its obligations
and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained
in any instrument or agreement evidencing such Indebtedness, except, in the case of clauses (a), (b) and (c),
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 






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6.05            Preservation
of Existence, Etc.


 


(a)            Preserve,
renew and maintain in full force and effect its legal existence, except in a transaction permitted by Section 7.04;


 


(b)            to
the extent the concept of “good standing” exists under the Laws of the jurisdiction of its organization, preserve, renew
and maintain in full force and effect its good standing under such Laws, except (i) in a transaction permitted by Section 7.04 or
(ii) in the case of one or more Subsidiaries that are not Loan Parties, to the extent that failure to maintain such good
standing could not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate;


 


(c)            take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and


 


(d)            preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.


 


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


 


6.07            Maintenance
of Insurance. Maintain, with financially sound and responsible insurance companies or through
self-insurance, insurance on all their respective properties in at least such amounts and against such risks (and with such risk retention)
as are usually insured against in the same general area by companies of established repute engaged in the same or a similar business;
and furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance
so carried.


 


6.08            Compliance
with Laws. Comply in all material respects with the requirements of all Laws (including Environmental
Laws and ERISA) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.09            Books
and Records. (a) Maintain proper books of record and account, in which full, true and correct
entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company or such Subsidiary, as the case may be; and (b) maintain such books of record and
account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the
Company or such Subsidiary, as the case may be.


 






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6.10            Inspection
Rights. Permit representatives of the Administrative Agent and each Lender, at their own expense
and no more than one time per calendar year, to visit and inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided, however, that when an Event of Default exists the Administrative
Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense
of the Company any number of times and at any time during normal business hours and without advance notice.


 


6.11            Approvals
and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions
of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and
existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with
the Loan Documents.


 


6.12            Anti-Corruption
and Anti-Terrorism Laws. Conduct its businesses in compliance in all material respects with
the PATRIOT Act, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption
legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.


 


6.13            Certificate
of Beneficial Ownership and Other Additional Information. Promptly following any request therefor,
provide 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, without limitation, the
PATRIOT Act and the Beneficial Ownership Regulations, if applicable.


 


ARTICLE VII.

NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


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


 


(a)            Liens
pursuant to any Loan Document;


 


(b)            Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) any renewal
or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);


 






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


 


(d)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of
business;


 


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


 


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


 


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


 


(h)            Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal
or other surety bonds related to such judgments;


 


(i)            Liens
securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost
of the property being acquired on the date of acquisition, and (iii) such Lien attached concurrently with, or within 270 days after,
the acquisition of the property encumbered thereby;


 


(j)            Liens
on accounts receivable subject to Permitted Securitization Facilities which Liens secure (or encumber such accounts receivable to provide
credit support for) such facilities;


 


(k)            Liens
on inventory acquired in the ordinary course of business to secure the purchase price of such inventory or to secure Indebtedness incurred
solely for the purpose of financing the acquisition of such inventory, provided that the Indebtedness secured thereby does not
exceed the cost of such inventory;


 


(l)            any
Lien arising out of the refinancing, extension, renewal or refunding of any secured Indebtedness, provided that (i) prior
to such refinancing, extension, renewal or refunding, the collateral for such secured Indebtedness (the “original Indebtedness”)
is permitted by this Section 7.01, (ii) after giving effect to such refinancing, extension, renewal or refunding, the
property covered by such Lien is not changed from the property securing the original Indebtedness, (iii) the amount secured or benefited
by such Lien is not increased above the amount secured by such property under the original Indebtedness, and (iv) any such refinancing,
extension, renewal or refunding of Indebtedness is permitted by Section 7.03;


 






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(m)            Liens
on cash collateral or government securities to secure Swap Contracts, provided that the aggregate fair market value of such cash
collateral and government securities does not exceed $25,000,000 at any time;


 


(n)            Liens
on assets of Foreign Subsidiaries (other than Foreign Obligors, except to the extent that such Liens are limited to Liens on cash deposits
to secure cash pooling arrangements or other cash management transactions) to secure Indebtedness of such Foreign Subsidiaries, provided
that the aggregate principal amount of Indebtedness secured by such Liens does not exceed $50,000,000 at any time; and


 


(o)            Liens
not otherwise permitted under clauses (a)-(n) of this Section 7.01, provided that the aggregate fair market
value of all assets subject to such Liens does not exceed 10.0% of Consolidated Tangible Net Worth at any time.


 


7.02            [Reserved].


 


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


 


(a)            Indebtedness
under the Loan Documents;


 


(b)            Indebtedness
outstanding on the date hereof listed on Schedule 7.03 and any renewal or replacement thereof, so long as such renewal or replacement
does not increase the amount of such Indebtedness;


 


(c)            obligations
(contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes
in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such
Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;


 


(d)            Indebtedness
in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations
set forth in the proviso to Section 7.01(i);


 


(e)            Indebtedness
of Subsidiaries in an aggregate principal amount not to exceed $750,000,000 at any time outstanding;


 


(f)            any
Guarantee by the Company of Indebtedness of any Subsidiary permitted by this Section 7.03;


 






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(g)            Indebtedness
under Permitted Securitization Facilities;


 


(h)            Indebtedness
of a Person, or in respect of assets, acquired and existing at the time of such Acquisition; provided that (I) such Indebtedness
(x) shall not have been incurred in contemplation of such Acquisition, (y) may not be extended, renewed or refunded except
as otherwise permitted by this Agreement, and (z) in the case of Indebtedness secured by a Lien on the assets acquired pursuant
to any such Acquisition (or on the assets of a Person that becomes a Subsidiary as a result of such Acquisition), such Indebtedness,
together with any other secured Indebtedness permitted by this clause (h), shall not exceed $50,000,000 in the aggregate outstanding
at any time and (II) neither the Company nor any Subsidiary (other than a Person acquired as part of such Acquisition) is directly
or indirectly liable for such Indebtedness, whether through any Guarantee or otherwise, other than liability with respect to which recourse
is limited to the assets so acquired;


 


(i)            unsecured
Indebtedness of the Company; and


 


(j)            Indebtedness
owed by any Subsidiary to the Company or any other Subsidiary (“Inter-Company Indebtedness”).


 


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


 


(a)            any
Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any
one or more other Subsidiaries, provided that when any Designated Borrower is merging with another Subsidiary, a Designated Borrower
shall be the continuing or surviving Person;


 


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


 


(c)            any
Subsidiary (other than a Loan Party or a Material Subsidiary) may merge, dissolve, liquidate, consolidate with or into another Person,
or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (upon voluntary liquidation
or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and


 


(d)            (i) a
Borrower may merge with any other Person (including a Material Subsidiary) so long as such Borrower is the surviving entity; and (ii) a
Material Subsidiary may merge with any other Person (other than a Borrower) so long as the Material Subsidiary is the surviving entity.


 


7.05            Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would
result therefrom:


 


(a)            each
Subsidiary may make Restricted Payments to the Company, the Designated Borrowers and any other Person that owns an Equity Interest in
such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment
is being made;


 






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(b)            the
Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other
common Equity Interests of such Person;


 


(c)            the
Company and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity Interests;


 


(d)            the
Company may declare and pay cash dividends and purchase, redeem or otherwise acquire for cash Equity Interests issued by it so long
as the Consolidated Leverage Ratio is less than or equal to 3.50 to 1.00 (both before and after giving effect to such payment,
purchase, redemption or acquisition); and


 


(e)            in
addition to the Restricted Payments permitted by clause (d) of this Section 7.05, the Company may declare and
pay cash dividends and purchase, redeem or otherwise acquire for cash Equity Interests issued by it; provided that, the aggregate
of such dividends plus the aggregate consideration paid for all such purchases, redemptions and acquisitions after the Closing Date under
this clause (e) at times when the Consolidated Leverage Ratio is greater than 3.50 to 1.00 (other than in respect of shares
purchased for the purpose of satisfying the Company’s obligations under employee or director stock purchase, stock grant and stock
option plans) shall not exceed $25,000,000.


 


7.06            Change
in Nature of Business. Engage in any material line of business substantially different from
a Permitted Business.


 


7.07            Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether
or not in the ordinary course of business, other than (a) on fair and reasonable terms substantially as favorable to the Company
or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction
with a Person other than an Affiliate, or (b) transactions among the Company and its Subsidiaries so long as such transactions do
not, either individually or in the aggregate, have a Material Adverse Effect.


 


7.08            Limitation
on Restrictions Affecting the Company or any Subsidiary. Enter into any Contractual Obligation
(other than this Agreement or any other Loan Document) that limits the ability (a) of any Subsidiary to make Restricted Payments
to the Company or any Designated Borrower or to otherwise transfer property to the Company or any Designated Borrower, or (b) of
the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however,
that this Section 7.08 shall not prohibit:


 


(i)            any
negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d) solely to
the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness;


 


(ii)            restrictions
imposed by other permitted Indebtedness ranking pari passu with the Obligations, provided that such restrictions are no
more restrictive than those imposed by this Agreement;


 






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(iii)            restrictions
imposed by applicable Law;


 


(iv)            restrictions
imposed by Indebtedness outstanding on the date hereof and listed on Schedule 7.03;


 


(v)            restrictions
imposed by Indebtedness relating to any property acquired by the Company or any Subsidiary (or restrictions imposed by Indebtedness
of a third party which third party is acquired by the Company or any Subsidiary) in an acquisition permitted by this Agreement, provided in
each case that such restrictions existed at the time of such acquisition, were not put in place in connection with or in
anticipation of such acquisition and are not applicable to any Person other than the Person so acquired, or to any property other
than the property so acquired;


 


(vi)            restrictions
with respect solely to any Subsidiary imposed pursuant to a binding agreement which has been entered into for the sale of all or substantially
all of the Equity Interests or assets of such Subsidiary, provided that such restrictions apply solely to the Equity Interests
or assets of such Subsidiary which are being sold;


 


(vii)            in
connection with and pursuant to any refinancing of Indebtedness, replacements of restrictions imposed pursuant to clauses (ii),
(iv), (v) or (viii) of this Section, provided that (A) such refinancing is permitted by Section 7.03,
and (B) the replacement restrictions are not more restrictive than those being replaced and do not apply to any Person or assets
other than those that would have been covered by the restrictions in the Indebtedness so refinanced;


 


(viii)            restrictions
on any Special Purpose Finance Subsidiary and assets of such Special Purpose Finance Subsidiary, which restrictions are contained in
the applicable Permitted Securitization Facility for which such Subsidiary was created;


 


(ix)            in
connection with any permitted lease of property entered into in the ordinary course of business, customary provisions restricting the
subletting or assignment of, or Liens on, the property subject to such lease, consistent with industry practice; and


 


(x)            in
connection with any Lien permitted by Section 7.01, customary restrictions on the transfer or disposition of, or imposition
of further Liens on, the asset subject to such Lien.


 


7.09            Use
of Proceeds. (i) Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for
such purpose, in each case in violation of, or for a purpose which violates or would be inconsistent with, Regulation T, U or X of the
FRB or (ii) use the proceeds of the Credit Extensions for any purpose other than for the refinancing of the Existing Credit Agreement,
working capital, capital expenditures and other general corporate purposes not in contravention of any Law or of any Loan Document.


 






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7.10            Financial
Covenant. Permit the Consolidated Leverage Ratio as of the last day of any period of four fiscal
quarters of the Company to be greater than 4.00 to 1.00.


 


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


 


7.12            Anti-Corruption
and Anti-Terrorism Laws. Directly or indirectly use the proceeds of any Loan for any purpose
which would breach the PATRIOT Act, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar
anti- corruption legislation in other jurisdictions.


 


ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


 


8.01            Events
of Default. Any of the following shall constitute an Event of Default:


 


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


 


(b)            Specific
Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03 or
6.05(a) (to the extent it relates to preservation of legal existence of a Loan Party) or Article VII, and with
respect to Section 7.01 or 7.03, such failure continues for a period of 20 days; or


 


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


 


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


 






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(e)            Cross-Default.
(i) The Company or any Subsidiary (A) fails to make any payment of principal when due (whether at scheduled maturity, by
required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than $50,000,000, or (B) fails to observe or perform any other
agreement or condition (including any obligation to make any payment of interest, fees or other amounts) relating to any
Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $50,000,000 or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of
such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to
which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by
the Company or such Subsidiary as a result thereof is greater than $50,000,000; or


 


(f)            Insolvency
Proceedings, Etc. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days as to any Loan Party or 90 calendar
days as to any Material Subsidiary that is not a Loan Party; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed
for 60 calendar days as to any Loan Party or 90 calendar days as to any Material Subsidiary that is not a Loan Party, or an order for
relief is entered in any such proceeding; or


 


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


 






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(h)            Judgments.
There is entered against the Company or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate
amount (as to all such judgments or orders) exceeding $50,000,000 (to the extent not covered by independent third-party insurance as
to which the insurer does not dispute coverage), and (A) such judgments or orders have remained unsatisfied for a period of 30 days
or more, (B) enforcement proceedings are commenced by any creditor upon such judgments or orders, or (C) there is a period
of 30 consecutive days during which a stay of enforcement of such judgments or orders, by reason of a pending appeal or otherwise, is
not in effect; or


 


(i)            ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, or (ii) the Company
or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan, in the case of each of clauses (i) and
(ii), that has a Material Adverse Effect; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans and any obligation of any L/C Issuer to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 






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8.03            Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after
the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent on account of the Obligations
shall, subject to the provisions of Sections 2.16 and 2.17 be applied by the Administrative Agent in the following order:


 


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


 


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


 


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


 


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


 


Fifth,
to the Administrative Agent for the account of the L/C Issuers (ratably in proportion to the respective portion of such L/C Obligations
applicable to each L/C Issuer), to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.03 and 2.16; and


 


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


 


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


 






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ARTICLE IX.

ADMINISTRATIVE AGENT


 


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


 


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


 


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


 


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


 


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


 






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(c)            shall
not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer,
any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of any of the Borrowers or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent,
Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished
to the Lenders by the Administrative Agent herein or in the other Loan Documents;


 


(d)            shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent
shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of
Default, as the case may be, is given to the Administrative Agent by the Company, a Lender or an L/C Issuer; and


 


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


 


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


 






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9.05            Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent.
The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related
Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.


 


9.06            Resignation
of Administrative Agent.


 


(a)            The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company (such consent not to be
unreasonably withheld or delayed; provided that no consent of the Company shall be required if an Event of Default has
occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such
earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative
Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance
with such notice on the Resignation Effective Date.


 


(b)            If
the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person
as Administrative Agent and, with the consent of the Company (such consent not to be unreasonably withheld or delayed; provided
that no consent of the Company shall be required if an Event of Default has occurred and is continuing), appoint a successor which shall
be a bank with an office in the United States, or any Affiliate of any such bank which bank has an office in the United States. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such
earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless
become effective in accordance with such notice on the Removal Effective Date.


 


(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the
retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity
payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective
Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees
payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit
of the retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.


 






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Any resignation by Bank of
America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing
Line Lender. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C
Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder
(which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and the Swing Line Lender, (b) the retiring
L/C Issuer and the Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to Bank of America as
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 


9.07            Non-Reliance
on Administrative Agent, the Arrangers and Other Lenders. Each Lender and each L/C Issuer
expressly acknowledges that none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and
that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment
or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by
the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether the Administrative
Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and
each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the
Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as
it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself
as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each
Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending
facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into
this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other
facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or
holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of
the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make,
acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such
L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial
loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such
other facilities.


 






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9.08            No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Bookrunners,
Joint Lead Arrangers or Co-Syndication Agents listed on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an
L/C Issuer hereunder.


 


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


 






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(a)            file
and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all
other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04)
allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09 and 10.04.


 


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


 


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 the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or
any other Loan Party, that at least one of the following is and will be true:


 


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


 


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


 






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


 


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


 


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


 


9.11            Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any
time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation
due and owing by any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient
Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount
received by such Lender Recipient Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including
the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor
might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense
to its obligation to return any Rescindable Amount.  The Administrative Agent shall inform each Lender Recipient Party promptly upon
determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.


 






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ARTICLE X.

MISCELLANEOUS


 


10.01            Amendments,
Etc. Except as set forth in Sections 2.15 and 3.03, no amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be,
and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:


 


(a)            waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


(b)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;


 


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


 


(d)            reduce
the principal of, or the rate or amount of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without
the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders
shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or
Letter of Credit Fees at the Default Rate;


 


(e)            change
Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender;


 


(f)            amend
Section 1.05 or the definition of “Alternative Currency” without the written consent of each Lender;


 


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


 






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(h)            release
the Company from the Guaranty without the written consent of each Lender (including by virtue of consenting to any assignment of the Guaranty
that includes a release of the Company from its obligations thereunder);


 


and, provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer directly affected thereby, in addition to the Lenders
required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in
addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) any
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with
the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may
not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected


 


Lender that by its terms affects any Defaulting
Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.


 


10.02            Notices;
Effectiveness; Electronic Communication.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone and electronic mail
and, except as provided in Section 2.03(b)(i) and in subsection (b) below, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:


 


(i)            if
to the Borrowers, the Administrative Agent, any L/C Issuer or the Swing Line Lender, to the address, electronic mail address or telephone
number specified for such Person on Schedule 10.02; and


 


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


 


Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices and
other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be
effective as provided in such subsection (b).


 






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


 


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


 


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


 


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


 






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(e)            Reliance
by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to
rely and act upon any notices (including telephonic notices, Committed Loan Notices, Letter of Credit Applications and Swing Line Loan
Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof. Each Borrower shall jointly and severally indemnify the Administrative Agent,
each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents
to such recording.


 


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


 


Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against
the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit
of all the Lenders and all the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)
hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other
Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of
Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during
the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any
time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders
shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to
the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.


 






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10.04            Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Borrowers, jointly and severally, shall pay (i) all reasonable and documented out of pocket costs and
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent and BofA Securities, Inc.; provided that such counsel’s reasonable fees,
charges and disbursements shall be limited to (i) one law firm acting as transaction counsel for the Administrative Agent and
BofA Securities, Inc., and (ii) one law firm acting as special and local counsel in each applicable jurisdiction in which
the Administrative Agent reasonably determines such local counsel to be necessary), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses
incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall
pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in
connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.


 


(b)            Indemnification
by the Borrowers. Each Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall jointly and severally indemnify and hold harmless
each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection
with, or as a result of (i) the execution or delivery of the Commitment Letter (including the Summary of Terms), this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s
reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the
parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby, or any other aspect of any transaction contemplated by the Commitment Letter (including the Summary of Terms) or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other
Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or
any use made (or proposed to be made, including any use proposed in the Commitment Letter or Summary of Terms to be made) of proceeds
therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not
caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any other Loan Party against
an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder, under any other Loan Document or under the Commitment
Letter (including the Summary of Terms), if the Company or such other Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction.


 






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


 






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(d)            Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Borrower shall assert, and hereby waives, and
acknowledges that no other Person shall have, 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 Commitment Letter
(including the Summary of Terms), this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or any use made (or proposed to be made, including any use proposed in the
Commitment Letter or Summary of Terms to be made) of proceeds therefrom. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages
resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final nonappealable judgment of a court
of competent jurisdiction.


 


(e)            Payments.
All amounts due under this Section 10.04 shall be payable not later than 10 Business Days after demand therefor.


 


(f)            Survival.
The agreements in this Section 10.04 and the indemnity provisions of Section 10.02(e) shall survive the
resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


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


 


10.06            Successors
and Assigns.


 


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


 






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


 


(i)            Minimum
Amounts:


 


(A)            in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund no minimum amount need be assigned; and


 


(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met.


 


(ii)            Proportionate
Amounts. 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 with respect to the Loans or the Commitment assigned, except that this clause (ii) shall
not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;


 






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


 


(A)            the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
under Section 8.01(a), (b) (with respect to the terms, covenants and agreements contained in Article VII
only) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund, provided that the Company shall be deemed to have consented to any such assignment unless
it shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof;


 


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


 


(C)            the
consent of each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then
outstanding); and


 


(D)            the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.


 


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


 


(v)            No
Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any of the Company’s Affiliates or
Subsidiaries, or (B) to any Defaulting Lender or any of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person (or to a
holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person).


 






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


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date
of such assignment, provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by
a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being solely for tax
purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the
equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers,
the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall
maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The
Register shall be available for inspection by each of the Borrowers, any Lender and any L/C Issuer at any reasonable time and from time
to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the
Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative
Agent a copy of the Register.


 






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(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural person, a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders
and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without
regard to the existence of any participation.


 


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Each
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the
Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections
3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled
to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from
whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender
that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the
Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided
that such Participant agrees to be subject to Section 2.13 as though it were a Lender.


 


(e)            Participant
Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no
Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter
of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 






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(f)            Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as
though it were a Lender.


 


(g)            Certain
Pledges. Any Lender may at any time, without notice to or consent of any Person, pledge or assign a security interest in all or
any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.


 


(h)            Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank
of America or another L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, (i) such L/C
Issuer may, upon 30 days’ notice to the Company and the Lenders, resign as an L/C Issuer and/or (ii) if Bank of America is
the assignor, Bank of America may, upon 30 days’ notice to the Company, resign as the Swing Line Lender. In the event of any such
resignation as an L/C Issuer or the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C
Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall
affect the resignation of such L/C Issuer as an L/C Issuer or Bank of America as the Swing Line Lender, as the case may be. If an L/C
Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of
Credit and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including
the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of such retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements reasonably satisfactory to the L/C Issuer to effectively assume the obligations of the L/C Issuer
with respect to such Letters of Credit.


 






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10.07            Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and
the L/C Issuers agree to maintain the confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees,
agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and shall have agreed (orally or in writing) to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to
be a Lender pursuant to Section 2.15(a) or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction under which payments are to be made by reference to any of the Borrowers and their obligations,
(g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or
the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance
and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with
the consent of the Company or (i) to the extent such Information (x) is or becomes publicly available other than as a
result of a breach of this Section or (y) is or becomes available to the Administrative Agent, any Lender, any L/C Issuer
or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or any of its Subsidiaries. In
addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement
(excluding, in all cases, information about the present or prospective business of the Company and its Subsidiaries, including,
without limitation, any financial projections related thereto) to market data collectors, similar service providers to the lending
industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement,
the other Loan Documents, and the Commitments.


 


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


 






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


 


10.08            Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each
L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer
or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the
obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such
Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such L/C Issuer or Affiliate
shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such
Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different
from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any
Defaulting Lender shall exercise any such right of setoff hereunder, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance
with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the
Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


 


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


 






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10.10            Counterparts;
Integration; Effectiveness. This Agreement and the other Loan Documents may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and the other Loan Documents, constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, each of this Agreement and the other Loan Documents shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
or thereof, as applicable, that, when taken together, bear the signatures of each of the other parties hereto or thereto, as applicable.
Delivery of an executed counterpart of a signature page of this Agreement and any other Loan Document by facsimile or other electronic
imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this
Agreement and the other Loan Documents.


 


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


 


10.12            Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited.


 


10.13            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, 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 3.01,
or if any Lender is a Defaulting Lender or a Non-Consenting Lender (as defined below), or if any Lender is a Restricted Lender under Section 2.14(a),
then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 






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(a)            the
Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b);


 


(b)            such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated
Borrower (in the case of all other amounts);


 


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


 


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


 


(e)            with
respect to the replacement of a Non-Consenting Lender, such assignment is requested within 90 days of such Lender’s failure to approve
the applicable amendment, waiver or consent.


 


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


 


For purposes of this Section 10.13,
a “Non-Consenting Lender” means a Lender that fails to approve an amendment, waiver or consent requested by the Company
or any other Loan Party pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders
but also requires the approval of such Lender.


 


10.14            Governing
Law; Jurisdiction; Etc.


 


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


 


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


 






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


 


(d)            SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02(a).
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW; PROVIDED, THAT NO ELECTRONIC COMMUNICATION SHALL CONSTITUTE SERVICE OF PROCESS HEREUNDER.


 


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


 






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10.16            No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated
hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower
and each other Loan Party acknowledges and agrees, and acknowledges each of their respective Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial
transactions between such Borrower and each other Loan Party and their respective Affiliates, on the one hand, and the Administrative
Agent and the Arrangers, on the other hand, (B) each of such Borrower and the other Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower and each other Loan Party is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A), the Administrative Agent and each Arranger is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower,
any other Loan Party or any of their respective Affiliates or any other Person and (B) neither the Administrative Agent nor any Arranger
has any obligation to such Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and
the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of such Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger
has any obligation to disclose any of such interests to such Borrower, any other Loan Party or any of their respective Affiliates. To
the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against
the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with
any aspect of any transaction contemplated hereby. Nothing contained herein shall relieve any Person of its written contractual obligations
under the Loan Documents.


 


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


 


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


 






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10.19            Electronic
Execution; Electronic Records; Counterparts. This Agreement and any document, amendment,
approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each
a “Communication”), including Communications required to be in writing, may be in the form of an Electronic
Record and may be executed using Electronic Signatures. Each of the parties hereto agrees that any Electronic Signature on or
associated with any Communication shall be valid and binding on each such party to the same extent as a manual, original signature,
and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each
such party enforceable against each such party in accordance with the terms thereof to the same extent as if a manually executed
original signature was delivered.  Any Communication may be executed in as many counterparts as necessary or convenient,
including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the
avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative
Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as
scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or
retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in
the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course
of such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic
Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect,
validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative
Agent, any L/C Issuer nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any
format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the
foregoing, (a) to the extent the Administrative Agent, any L/C Issuer and/or the Swing Line Lender has agreed to accept such
Electronic Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any such Electronic
Signature purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification and (b) upon
the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such manually
executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic
Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to
time.


 






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Neither the Administrative
Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance
of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic
Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and Swing Line Lender
shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting
upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution
or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed
or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being
the maker thereof).


 


Each of the Loan Parties and
each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this
Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and
(ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely
from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities
arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery
or transmission of any Electronic Signature.


 


10.20            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 Lender that is an Affected Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the Write-Down and Conversion powers of the applicable Resolution Authority
and agrees and consents to, and acknowledges and agrees to be bound by:


 


(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 Lender that is an Affected Financial Institution; and


 


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


 


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


 


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


 






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(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.


 


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


 


(a)            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.


 


(b)            As
used in this Section 10.21, the following terms have the following meanings:


 


“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.


 


“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).


 






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“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.


 


“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).


 


[Signature pages follow.] 





 






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


 


	 	AVNET, INC.
	 	 
	 	By:	/s/ Joseph L. Burke 
	 	Name:  Joseph L. Burke 
	 	Title:    Vice President
    and Treasurer
	 	 
	 	AVNET HOLDING EUROPE, BV
	 	 
	 	By:	/s/ Joseph L. Burke 
	 	Name:  Joseph L. Burke 
	 	Title:    Vice President
    and Treasurer




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	BANK OF AMERICA, N.A., as
    Administrative Agent
	 	 
	 	By:	/s/ Elizabeth Uribe 
	 	Name: Elizabeth Uribe 
	 	Title:   Assistant Vice President




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	LENDERS:
	 	 
	 	BANK OF AMERICA, N.A.,
    as a Lender, an L/C Issuer and a Swing Line Lender
	 	 
	 	By:	/s/ Erhlich Bautista 
	 	Name: Erhlich Bautista 
	 	Title:   Vice President




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	BNP PARIBAS,
    as a Lender
	 	 
	 	By:	/s/ Brendan Heneghan 
	 	Name: Brendan Heneghan 
	 	Title:   Director
	 	 
	 	By:	/s/ Nicolas Doche 
	 	Name: Nicolas Doche 
	 	Title:   Vice President




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
    as a Lender and an L/C Issuer
	 	 
	 	By:	/s/ Zachary Quan 
	 	Name: Zachary Quan 
	 	Title:   Vice President




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	MUFG BANK, LTD.,
    as a Lender and an L/C Issuer
	 	 
	 	By:	/s/ Charles DeNoto 
	 	Name: Charles DeNoto 
	 	Title:   Vice President




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page


 







     


     


    

 


	 	THE BANK OF NOVA SCOTIA,
    as a Lender 
	 	 
	 	By:	/s/ Khrystyna Manko 
	 	Name: Khrystyna Manko 
	 	Title:   Director




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	TRUIST BANK,
    as a Lender and an L/C Issuer
	 	 
	 	By:	/s/ Alfonso Brigham 
	 	Name: Alfonso Brigham 
	 	Title:   Director




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 






     


     


    

 


	 	BANCO SANTANDER, N.A., NEW YORK
    BRANCH, as a Lender
	 	 
	 	By:	/s/ Andres Barbosa 
	 	Name: Andres Barbosa 
	 	Title:   Managing Director
	 	 
	 	By:	/s/ Daniel Kostman 
	 	Name: Daniel Kostman 
	 	Title:   Executive Director




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 









     


     


    

 


	 	COMMERZBANK AG, NEW YORK BRANCH,
    as a Lender
	 	 
	 	By:	/s/
    Neil Kiernan 
	 	Name: Neil Kiernan 
	 	Title:   Director
	 	 
	 	By:	/s/ Robert Sullivan 
	 	Name: Robert Sullivan 
	 	Title:   Vice President




 


Avnet, Inc. 


Second Amended and Restated Credit Agreement 


Signature Page



 






     


     


    

 



 


	 	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:   	/s/ Ilene Hernandez
	 	Name: Ilene Hernandez
	 	Title: Vice President



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:   	/s/ Jason A. Nichols
	 	Name: Jason A. Nichols
	 	Title:   Vice President



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	SUMITOMO MISTSUI BANKING CORPORATION, as a Lender
	 	 
	 	By:   	 /s/ Irlen Mak
	 	Name: Irlen Mak
	 	Title:   Director



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:   	/s/ Brian Seipke
	 	Name: BRIAN SEIPKE
	 	Title:   SENIOR VICE PRESIDENT



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	WELLS FARGO BANK, N.A., as a Lender
	 	 
	 	By:   	 /s/ Greg Strauss
	 	Name: Greg Strauss
	 	Title:   Managing Director



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	BANK OF CHINA, LOS ANGELES BRANCH, as a Lender
	 	 
	 	By:   	/s/ Yong Ou
	 	Name: Yong Ou
	 	Title:   SVP



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as a Lender
	 	 
	 	By:   	 /s/ Rolf Siebert
	 	Name: Rolf Siebert
	 	Title:   Executive Director
	 	 
	 	By: 	/s/ Elke Videgain
	 	Name: Elke Videgain
	 	Title:   Vice President



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	DBS BANK, LTD, as a Lender
	 	 
	 	By:   	/s/ Josephine Lim
	 	Name: Josephine Lim
	 	Title:   Senior Vice President



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	KBC BANK NV, NEW YORK BRANCH
	 	 
	 	By:   	/s/ Nicholas Fiore
	 	Name: Nicholas Fiore
	 	Title:   Managing Director
	 	 
	 	By:	 /s/ Francis Payne
	 	Name: Francis Payne
	 	Title:   Managing Director



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	STANDARD CHARTERED BANK, as a Lender
	 	 
	 	By:   	/s/ Kristopher Tracy
	 	Name: Kristopher Tracy
	 	Title:   Director, Financing Solutions



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 
	 	By:   	/s/ Martin H. McGinty
	 	Name: Martin H. McGinty
	 	Title:   Director



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page



 






     


     


    

 


	 	UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender
	 	 
	 	By:   	/s/ Christine MacInnes
	 	Name: Christine MacInnes
	 	Title:   Director
	 	 
	 	By: 	/s/ Laura Shelmerdine
	 	Name: Laura Shelmerdine
	 	Title:   Director



 


Avnet, Inc.


Second
Amended and Restated Credit Agreement


Signature
Page


 






     


     


    

 



 


EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


Date: ___________, _____


 


		To:	Bank of America, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to that
certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein
defined), among Avnet, Inc., a New York corporation, Avnet Holding Europe BV, a Belgian privately held limited liability company,
the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, an L/C Issuer and Swing Line Lender.


 


________________________ [insert
name of applicable Borrower] hereby requests (select one):


 


 ̈
A Borrowing of Committed Loans      ̈ A conversion or
continuation of Loans


 


1.            On
_________________________________ (a Business Day).


 


2.            In
the amount of ____________________________________.


 


3.            Comprised of
______________________________________.

                                                                [Type of Committed Loan requested]


 


4.            In
the following currency: ______________________________


 


		5.	For Term SOFR Loans or Alternative Currency Term Rate Loans: with an Interest Period of __________ month[s].



 


If a Committed Borrowing is
requested herein, it complies with the provisos to the first sentence of Section 2.01 of the Agreement.


 


	 	 
	 	[Insert name of Borrower]
	 	 
	 	By: 	         






	 	Name: 	 






	 	Title:	 




 


A-1


Form of
Committed Loan Notice



 









     


     


    

 


EXHIBIT B


 


FORM OF SWING LINE LOAN NOTICE


 


Date: _______________, _____


 


	To:	Bank of America, N.A., as Swing Line Lender
	 	Bank of America, N.A., as Administrative
Agent









 


Ladies and Gentlemen:


 


Reference is made to that
certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein
defined), among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe BV, a Belgian privately
held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


The undersigned hereby requests
a Swing Line Loan:


 


1.            On
______________________________ (a Business Day).


 


2.            In
the amount of $___________________.


 


The Swing Line Borrowing requested
herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.


 





	 	AVNET, INC.
	 	 
	 	By: 	             






	 	Name: 	 






	 	Title:	 




 


B-1


Form of
Swing Line Loan Notice



 









     


     


    

 


EXHIBIT C


 


FORM OF NOTE


 


____________________


 


FOR VALUE RECEIVED, the undersigned
(the “Borrower”) hereby promises to pay to _____________________ or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made
by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined
therein being used herein as therein defined), among Avnet, Inc., Avnet Holding Europe BV, the Designated Borrowers from time to
time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and
Swing Line Lender.


 


The Borrower promises to pay
interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest
rates and at such times as provided in the Agreement. [Except as otherwise provided in Section 2.04(f) of the Agreement
with respect to Swing Line Loans]1, all payments of principal and interest shall be made to the Administrative Agent for
the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s
Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.


 


This Note is one of the Notes
referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. [This Note is also entitled to the benefits of the Guaranty.]2 Upon the occurrence and continuation of
one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note
and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto.


 


[This
Note amends, restates and continues indebtedness under the Note issued to Lender by the Borrower dated as of June 28, 2018 (the “Original
Note”), and this Note is in substitution for and an amendment and replacement of the Original Note. Nothing herein or in
any document shall be construed to constitute payment of the Original Note.]


 


The Borrower, for itself,
its successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this
Note.


 





 






1 To be inserted into Note executed by the Company only.


2 To be inserted into Note executed by Avnet Europe or
a Designated Borrower only.


 


C-1


Form of
Note



 









     


     


    

 


THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	[AVNET, INC.] 
	 	OR 
	 	[AVNET HOLDING EUROPE BV]
	 	 
	 	OR
	 	 
	 	[APPLICABLE DESIGNATED BORROWER]




 


		By: 	             






	 	Name: 	 






	 	Title:	 




 


C-2


Form of
Note



 









     


     


    

 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	Type of Loan

 Made	 	Currency 

and 

Amount of 

Loan Made	 	End of

 Interest 

Period	 	Amount of 

Principal or

 Interest Paid 

This Date	 	Outstanding

 Principal 

Balance This 

Date	 	Notation

 Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________
	________	 	________	 	________	 	________	 	________	 	________	 	________



 


C-3


Form of
Note



 






     


     


    

 



 


EXHIBIT D


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: _______________, _____


 


To:     Bank of America,
N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference
is made to that certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used
herein as therein defined), among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe
BV, a Belgian privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


The undersigned Responsible
Officer hereby certifies as of the date hereof that he/she is the                                   of
the Company, and that, as such, he/she is authorized to execute and deliver this certificate to the Administrative Agent on behalf of
the Company, and that:


 


[Use
following paragraph 1 for fiscal year-end financial statements]


 


1.            The
Company has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the
fiscal year of the Company ended as of the above date, together with the report and opinion of a Registered Public Accounting Firm required
by such section.


 


[Use
following paragraph 1 for fiscal quarter-end financial statements]


 


1.            The
Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal
quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition and results of operations
of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit
adjustments and the absence of footnotes.


 


2.            The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by such
financial statements.


 


3.            A
review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to
determining whether any Default or Event of Default occurred during such fiscal period. To the best knowledge of the undersigned after
making such review,


 


[select one:]


 


[no Default or Event of
Default has occurred (whether during such fiscal period or otherwise) and is continuing on the date hereof.]


 


--or--


 






    	 	D-1	 
	 	Form of Compliance Certificate	 



     


    

 


[the following is a list
of each Default or Event of Default that has occurred (whether during such fiscal period or otherwise) and is continuing on the date hereof
and, in each case, the nature and status of such Default or Event of Default:]


 


4.            The
financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and
as of the Financial Statement Date.


 


 ̈     Check
for distribution to Public Lenders and private side Lenders3


 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of _______________, _____.


 


	 	AVNET, INC.
	 	 
	 	By:	                        






	 	Name:	 






	 	Title:	 




 





 






3     If this is not checked,
this certificate will only be posted to private side Lenders.


 






    	 	D-2	 
	 	Form of Compliance Certificate	 



     


    

 


Financial Statement Date: ________________


 


SCHEDULE
1 

to the Compliance Certificate

($ in 000’s)


 


		I.	Section 7.10 – Consolidated Leverage Ratio.



 


		A.	Consolidated Funded Indebtedness at Financial Statement Date:	$________________



 


		B.	Consolidated EBITDA for Subject Period:	$________________



 


		C.	Consolidated Leverage Ratio (Line I.A ÷ Line I.B):	___________ to 1.00



 


	Maximum Permitted	4.00 to 1.00	 




 


	In Compliance?	[Yes/No]	 




 









    	 	D-3	 
	 	Form of Compliance Certificate	 



     


    

 


Financial Statement Date: ________________


 


SCHEDULE
2 

to the Compliance Certificate

($ in 000’s)


 


Consolidated
EBITDA

(in accordance with the definition of Consolidated EBITDA

as set forth in the Agreement)


 


	Consolidated 

EBITDA	Quarter

 Ended 

________	Quarter

 Ended 

________	Quarter 

Ended 

________	Quarter 

Ended 

________	Twelve

 Months

 Ended 

________
	Consolidated 

Net Income	 	 	 	 	 
	+	Consolidated Interest Charges	 	 	 	 	 
	+	 income taxes	 	 	 	 	 
	+	depreciation and amortization expenses	 	 	 	 	 
	+	gains or losses related to the early extinguishment of fixed
income obligations	 	 	 	 	 
	+	non-cash or non-recurring expenses reducing Consolidated Net
Income	 	 	 	 	 
	-	non-cash items increasing Consolidated Net Income 	 	 	 	 	 
	=	Consolidated EBITDA	 	 	 	 	 


 






    	 	D-4	 
	 	Form of Compliance Certificate	 



     


    

 


EXHIBIT E-1


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[the][each]4 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]5
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees]6 hereunder are several and not joint.]7 Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption
as if set forth herein in full.


 


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


 


	1.	Assignor[s]:	 	 
	 	 	 	 
	 	 	 	 




 


 





 






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


 


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


 


6   Select as appropriate.


 


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


 


 









    	 	E-1	 
	 	Form of Assignment and Assumption	 



     


    

 


		2.	Assignee[s]:          ______________________________ ___________________________ [for each
Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]



 


		3.	Borrowers:	Avnet, Inc.



Avnet Holding Europe BV


[Add Designated
Borrowers if applicable]


 


		4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement



 


		5.	Credit Agreement: Second
Amended and Restated Credit Agreement, dated as of August 2, 2022, among Avnet, Inc., Avnet Holding Europe BV, the Designated
Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent,
an L/C Issuer and Swing Line Lender



 


		6.	Assigned Interest[s]:



 


	
    

Assignor[s]8

     
	
    Assignee[s]9

     
	Facility

Assigned	Aggregate
Amount of Commitment/Loans for all Lenders10	Amount of 

Commitment/

Loans 

Assigned*	Percentage


Assigned of 

Commitment/

Loans11	CUSIP 

Number
	 	 	Revolving Loan	$_______________	$____________	___________%	 
	 	 	Revolving Loan	$_______________	$____________	___________%	 
	
     

     
	
     

     
	Revolving Loan	$_______________	$____________	___________%	 


 


[7.       Trade
Date:         __________________]12


 


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


 


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


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:   	 
	 	 	Title:




 





 






8   List each Assignor, as appropriate.


 


9   List each Assignee, as appropriate.


 


10 Amounts in this column and in the
column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date.


 


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


 


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


 






    	 	E-2	 
	 	Form of Assignment and Assumption	 



     


    

 





	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:   	 
	 	 	Title:


 


	[Consented to and]13 Accepted:	 
	 	 
	BANK OF AMERICA, N.A., as	 
	Administrative Agent	 
	 	 
	By:   	                      	 
	 	Title:	 
	 	 
	Consented to:	 
	 	 
	BANK OF AMERICA, N.A., as	 
	Swing Line Lender	 
	 	 
	By:	 	 
	 	Title:	 
	 	 
	[Consented to:]14	 
	 	 
	AVNET, INC.	 
	 	 
	By:	 	 
	 	Title:	 
	 	 
	[______________], as an L/C Issuer	 
	 	 
	By:	 	 
	 	Title:	 




 





 






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


 


14   To
be added only if the consent of the Company and/or L/C Issuers is required by the terms of the Credit Agreement.


 






    	 	E-3	 
	 	Form of Assignment and Assumption	 



     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.               Representations
and Warranties.


 


1.1.            Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document
or (iv) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


 


1.2.            Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee (subject to such consents, if any, as may be
required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire
[the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 6.01(a) or (b) thereof, as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, (vi) it has independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that
(i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective
Date.


 









    	 	E-4	 
	 	Form of Assignment and Assumption	 



     


    

 


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


 






    	 	E-5	 
	 	Form of Assignment and Assumption	 



     


    

 



 


Execution
Version


 


EXHIBIT F


 


FORM OF GUARANTY


 


See attached.


 









    F-1


     


    

 


AMENDED AND RESTATED GUARANTY


 


THIS
AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of August 2, 2022, is
made by AVNET, INC., a New York corporation (“Avnet” or the “Guarantor”), to BANK
OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent
under the Credit Agreement defined below (in such capacity, the “Administrative Agent”), each of the lenders now or
hereafter party to the Credit Agreement defined below (each, a “Lender” and, collectively, the “Lenders”
and, together with the Administrative Agent, collectively, the “Secured Parties” and each a “Secured Party”).
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.


 


W
I T N E S S E T H:


 


WHEREAS,
Avnet and Bank of America, N.A., as administrative agent, are parties to that certain Guaranty Agreement dated as of August 2, 2018
(as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Guaranty
Agreement”), pursuant to which Avnet guaranteed the extensions of credit made or maintained under that certain Amended and Restated
Credit Agreement dated as of June 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the
date hereof, the “Existing Credit Agreement”), among Avnet, the Designated Borrowers from time to time party thereto,
Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the lenders from time to time party thereto;


 


WHEREAS,
Avnet, the Designated Borrowers party thereto from time to time, the lenders party thereto from time to time and the Administrative Agent
have entered into that certain Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), pursuant to which such lenders have made available
to the Borrowers a revolving credit facility, with swingline, letter of credit and multi-currency subfacilities;


 


WHEREAS,
Avnet wishes to amend and restate the Existing Guaranty Agreement, and is willing to enter into this Guaranty Agreement in connection
therewith; and


 


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


 


1.            Guaranty.
The Guarantor hereby unconditionally, absolutely, continually and irrevocably guarantees to each Secured Party the payment and
performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement,
“Guaranteed Liabilities” means: (a) each Designated Borrower’s prompt payment in full, when due or
declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the
Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from such
Designated Borrower to any one or more of the Secured Parties, including principal, interest, premiums and fees (including all fees
and expenses of counsel in accordance with the Loan Documents (collectively, “Attorneys’ Costs”)); and
(b) each Designated Borrower’s prompt, full and faithful performance, observance and discharge of each and every
agreement, undertaking, covenant and provision to be performed, observed or discharged by such Designated Borrower under the Credit
Agreement, the Notes and all other Loan Documents. The Guarantor’s obligations to the Secured Parties under this Guaranty
Agreement are hereinafter collectively referred to as the “Guarantor’s Obligations”.


 






    F-2


     


    

 


The Guarantor agrees that
it is directly and primarily liable for the Guaranteed Liabilities.


 


2.     Payment.     If
any Designated Borrower shall default in payment or performance of any of the Guaranteed Liabilities, whether principal, interest, premium,
fees (including, but not limited to, Attorneys’ Costs), or otherwise, when and as the same shall become due, and after expiration
of any applicable grace period, whether according to the terms of the Credit Agreement, by acceleration, or otherwise, or upon the occurrence
and during the continuance of any Event of Default under the Credit Agreement, then the Guarantor will, upon demand thereof by the Administrative
Agent, (i) fully pay to the Administrative Agent, for the benefit of the Secured Parties an amount equal to all the Guaranteed Liabilities
then due and owing or declared or deemed to be due and owing, including for this purpose, in the event of any Event of Default under Section 8.01(f) of
the Credit Agreement (and irrespective of the applicability of any restriction on acceleration or other action as against any Designated
Borrower under any Debtor Relief Laws), the entire outstanding or accrued amount of all Obligations or (ii) perform such Guaranteed
Liabilities, as applicable. For purposes of this Section 2, the Guarantor acknowledges and agrees that the “Guaranteed
Liabilities” shall be deemed to include any amount (whether principal, interest, premium, fees or otherwise) which would have been
accelerated in accordance with Section 8.02 of the Credit Agreement but for the fact that such acceleration could be unenforceable
or not allowable under any Debtor Relief Law.


 


3.            Absolute
Rights and Obligations. This is a guaranty of payment and not of collection. The Guarantor’s
Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of, and the Guarantor hereby expressly waives,
to the extent permitted by law, any defense to its obligations under this Guaranty Agreement by reason of:


 


(a)            any
lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any other
agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantor’s Obligations, any of the
Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the Loan Documents and all such other agreements and
instruments being collectively referred to as the “Related Agreements”);


 


(b)            any
action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce
any right conferred thereby, or any waiver of any covenant or condition therein provided;


 


(c)            any
acceleration of the maturity of any of the Guaranteed Liabilities or of any other obligations or liabilities of any Person under any of
the Related Agreements;


 






    F-3


     


    

 


(d)            any
release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the
Guaranteed Liabilities,for any of the Guarantor’s Obligations, or for any other obligations or liabilities of any Person under
any of the Related Agreements;


 


(e)            any
dissolution of any Designated Borrower or any other party to a Related Agreement, or the combination or consolidation of any Designated
Borrower or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Designated
Borrower or any other party to a Related Agreement;


 


(f)            any
extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance
of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, the Credit
Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part;


 


(g)            the
existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor)
of the Guaranteed Liabilities (including without limitation obligations arising under any other guaranty or any other Loan Document now
or hereafter in effect);


 


(h)            any
waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in the
Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment
or performance of any of the Guaranteed Liabilities or any of the obligations or liabilities of any party to any other Related Agreement;


 


(i)            any
other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent
vary the risks of the Guarantor, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or
a guarantor, including without limitation any right to require or claim that resort be had to any Designated Borrower or to any collateral
in respect of the Guaranteed Liabilities or the Guarantor’s Obligations.


 


It is the express purpose and intent of the parties
hereto that this Guaranty Agreement and the Guarantor’s Obligations hereunder shall be absolute and unconditional under any and
all circumstances and shall not be discharged except by payment and performance as herein provided.


 






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4.            Currency
and Funds of Payment. All Guarantor’s Obligations for payment will be paid in
lawful currency of the United States of America and in immediately available funds, regardless of any law, regulation or decree now
or hereafter in effect that might in any manner affect the Guaranteed Liabilities, or the rights of any Secured Party with respect
thereto as against any Designated Borrower, or cause or permit to be invoked any alteration in the time, amount or manner of payment
by any Designated Borrower of any or all of the Guaranteed Liabilities. If any claim arising under or related to this Guaranty
Agreement is reduced to judgment denominated in a currency (the “Judgment Currency”) other than the currencies in
which the Guaranteed Liabilities are denominated or the currencies payable hereunder (collectively the “Agreement
Currency”), the judgment shall be for the equivalent in the Judgment Currency of the amount of the claim denominated
in the Agreement Currency included in the judgment, determined as of the date of judgment. If, for the proposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder in one currency into another currency, the rate of exchange
used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Guarantor in
respect of any such sum due from it to the Administrative Agent or any Lender hereunder shall be discharged only to the extent that
on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudicated to be
so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less
than the sum originally due to the Administrative Agent or any Lender from the Guarantor in the Agreement Currency, the Guarantor
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the
case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the
Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return
the amount of any excess to the Guarantor (or to any other Person who may be entitled thereto under applicable law).


 


5.            Events
of Default. Without limiting the provisions of Section 2 hereof, in the event
that there shall occur and be continuing an Event of Default, then notwithstanding any collateral or other security or credit support
for the Guaranteed Liabilities, at the Administrative Agent’s election and without notice thereof or demand therefor, the Guarantor’s
Obligations shall immediately be and become due and payable.


 


6.            Subordination.
Until this Guaranty Agreement is terminated in accordance with Section 21 hereof,
the Guarantor hereby unconditionally subordinates all present and future debts, liabilities or obligations now or hereafter owing to the
Guarantor from any Designated Borrower, to the payment in full of the Guaranteed Liabilities. All amounts due under such subordinated
debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected and, upon
request by the Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the Secured Parties on account
of the Guaranteed Liabilities, the Guarantor’s Obligations, or such other obligations, as applicable, and, after such request and
pending such payment, shall be held by the Guarantor as agent and bailee of the Secured Parties separate and apart from all other funds,
property and accounts of the Guarantor.


 






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7.            Suits.
The Guarantor from time to time shall pay to the Administrative Agent for the benefit of the Secured Parties, on demand, at the
Administrative Agent’s Office or such other address as the Administrative Agent shall give notice of to the Guarantor, the
Guarantor’s Obligations as they become or are declared due, and in the event such payment is not made forthwith, the
Administrative Agent may proceed to suit against the Guarantor. At the Administrative Agent’s election, one or more and
successive or concurrent suits may be brought hereon by the Administrative Agent against the Guarantor, whether or not suit has been
commenced against any Designated Borrower or any other Person and whether or not the Secured Parties have taken or failed to take
any other action to collect all or any portion of the Guaranteed Liabilities or have taken or failed to take any actions against any
collateral securing payment or performance of all or any portion of the Guaranteed Liabilities, and irrespective of any
event, occurrence, or condition described in Section 3 hereof.


 


8.            Set-Off
and Waiver. The Guarantor waives any right to assert against any Secured Party as a defense,
counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or
other claim which the Guarantor may now or at any time hereafter have against any Designated Borrower or any or all of the Secured Parties
without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees
that each Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind,
or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Secured Party
or otherwise in the possession or control of such Secured Party for any purpose (other than solely for safekeeping) for the account or
benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the Secured Party, whether
now existing or hereafter established, and hereby authorizes each Secured Party from and after the occurrence of an Event of Default at
any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations
to the Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes
of this Section 8, all remittances and property shall be deemed to be in the possession of a Secured Party as soon as the
same may be put in transit to it by mail or carrier or by other bailee.


 


9.            Waiver
of Notice; Subrogation.


 


(a)            The
Guarantor hereby waives to the extent permitted by law notice of the following events or occurrences: (i) acceptance of this Guaranty
Agreement; (ii) the Lenders’ heretofore, now or from time to time hereafter making Loans and issuing Letters of Credit and
otherwise loaning monies or giving or extending credit to or for the benefit of any Designated Borrower or otherwise entering into arrangements
with any Designated Borrower giving rise to Guaranteed Liabilities, whether pursuant to the Credit Agreement or the Notes or any other
Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) presentment,
demand, default, non-payment, partial payment and protest; and (iv) any other event, condition, or occurrence described in Section 3
hereof. The Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such
manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any
way or respect impairing, affecting, reducing or releasing the Guarantor from the Guarantor’s Obligations, and the Guarantor hereby
consents to each and all of the foregoing events or occurrences.


 






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(b)            The
Guarantor hereby agrees that payment or performance by the Guarantor of its Guarantor’s Obligations under this Guaranty Agreement
may be enforced by the Administrative Agent on behalf of the Secured Parties upon demand by the Administrative Agent to the Guarantor
without the Administrative Agent being required, the Guarantor expressly waiving to the extent permitted by law any right it may have
to require the Administrative Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against any Designated
Borrower or any other guarantor of the Guaranteed Liabilities, or (ii) seek to enforce or resort to any remedies with respect to
any security interests, Liens or encumbrances granted to the Administrative Agent or any Lender or other party to a Related Agreement
by any Designated Borrower or any other Person on account of the Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY
UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE
AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND
IS CONTINUING UNDER THE CREDIT AGREEMENT.


 


(c)            The
Guarantor further agrees with respect to this Guaranty Agreement that it shall not exercise any of its rights of subrogation, reimbursement,
contribution or indemnity, nor any right of recourse to security for the Guaranteed Liabilities unless and until 93 days immediately following
the Facility Termination Date (as defined below) shall have elapsed without the filing or commencement, by or against any Designated Borrower,
of any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in
respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, such Designated Borrower
or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement,
contribution or indemnity by the Guarantor against the estate of any Designated Borrower within the meaning of Section 101 of the
Bankruptcy Code in the event of a subsequent case involving any Designated Borrower. If an amount shall be paid to the Guarantor on account
of such rights at any time prior to termination of this Guaranty Agreement in accordance with the provisions of Section 21
hereof, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent,
for the benefit of the Secured Parties, to be credited and applied upon the Guarantor’s Obligations, whether matured or unmatured,
in accordance with the terms of the Credit Agreement or otherwise as the Secured Parties may elect. The agreements in this subsection
shall survive repayment of all of the Guarantor’s Obligations, the termination or expiration of this Guaranty Agreement in any manner,
including but not limited to termination in accordance with Section 21 hereof, and occurrence of the Facility Termination
Date. For purposes of this Guaranty Agreement, “Facility Termination Date” means the date as of which all of the following
shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent
indemnification obligations) and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other
arrangements with respect thereto satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made).


 






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10.            Effectiveness;
Enforceability. This Guaranty Agreement shall be effective as of the date first above
written and shall continue in full force and effect until termination in accordance with Section 21 hereof. Any claim or
claims that the Secured Parties may at any time hereafter have against a Guarantor under this Guaranty Agreement may be asserted by
the Administrative Agent on behalf of the Secured Parties by written notice directed to the Guarantor in accordance with Section 23
hereof.


 


11.            Representations
and Warranties. The Guarantor warrants and represents to the Administrative Agent, for the
benefit of the Secured Parties, that (a) it is duly authorized to execute and deliver this Guaranty Agreement, and to perform its
obligations under this Guaranty Agreement; (b) this Guaranty Agreement has been duly executed and delivered on behalf of the Guarantor
by its duly authorized representative; (c) this Guaranty Agreement is legal, valid, binding and enforceable against the Guarantor
in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and (d) the Guarantor’s
execution, delivery and performance of this Guaranty Agreement do not violate or constitute a breach of (i) any of its Organization
Documents, (ii) any agreement or instrument to which the Guarantor is a party or (iii) any Law, order, decree or award of any
governmental authority or arbitral body to which it or its properties or operations is subject, except, in the case of immediately preceding
clauses (ii) and (iii), to the extent that failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


12.            Expenses
and Indemnity. The Guarantor agrees to be liable for the payment of all reasonable fees and
expenses, including Attorneys’ Costs, incurred by any Secured Party in connection with the enforcement of this Guaranty Agreement,
whether or not suit be brought. Without limitation of any other obligations of the Guarantor or remedies of the Administrative Agent or
any Secured Party under this Guaranty Agreement, the Guarantor shall, to the fullest extent permitted by Law, indemnify, defend and save
and hold harmless the Administrative Agent and each Secured Party from and against, and shall pay on demand, any and all damages, losses,
liabilities and expenses (including Attorneys’ Costs) that may be suffered or incurred by the Administrative Agent or such Secured
Party in connection with or as a result of any failure of the Guaranteed Liabilities to be the legal, valid and binding obligations of
any Designated Borrower enforceable against such Designated Borrower in accordance with their terms. The obligations of the Guarantor
under this paragraph shall survive the payment in full of the Guaranteed Liabilities and termination of this Guaranty Agreement.


 


13.            Reinstatement.
The Guarantor agrees that this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, at any time payment
received by any Secured Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any reason, or is repaid by
any Secured Party in whole or in part in good faith settlement of any pending or threatened avoidance claim.


 






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14.            Attorney-in-Fact.
To the extent permitted by law, the Guarantor hereby appoints the Administrative Agent, for the benefit of the Secured Parties, as the
Guarantor’s attorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement and taking any action and
executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment
is coupled with an interest and is irrevocable; provided, that the Administrative Agent shall have and may exercise rights under
this power of attorney only upon the occurrence and during the continuance of an Event of Default.


 


15.            Reliance.
The Guarantor represents and warrants to the Administrative Agent, for the benefit of the Secured
Parties, that: (a) the Guarantor has adequate means to obtain on a continuing basis (i) from each Designated Borrower, information
concerning such Designated Borrower and such Designated Borrower’s financial condition and affairs and (ii) from other reliable
sources, such other information as it deems material in deciding to provide this Guaranty Agreement (“Other Information”),
and has full and complete access to each Designated Borrower’s books and records and to such Other Information; (b) the Guarantor
is not relying on any Secured Party or its or their employees, directors, agents or other representatives or Affiliates, to provide any
such information, now or in the future; (c) the Guarantor has been furnished with and reviewed the terms of the Credit Agreement
and such other Loan Documents as it has requested, is executing this Guaranty Agreement freely and deliberately, and understands the obligations
and financial risk undertaken by providing this Guaranty Agreement; (d) the Guarantor has relied solely on the Guarantor’s
own independent investigation, appraisal and analysis of each Designated Borrower, such Designated Borrower’s financial condition
and affairs, the Other Information, and such other matters as it deems material in deciding to provide this Guaranty Agreement and is
fully aware of the same; and (e) the Guarantor has not depended or relied on any Secured Party or its or their employees, directors,
agents or other representatives or Affiliates, for any information whatsoever concerning any Designated Borrower or any Designated Borrower’s
financial condition and affairs or any other matters material to the Guarantor’s decision to provide this Guaranty Agreement, or
for any counseling, guidance, or special consideration or any promise therefor with respect to such decision. The Guarantor agrees that
no Secured Party has any duty or responsibility whatsoever, now or in the future, to provide to the Guarantor any information concerning
any Designated Borrower or such Designated Borrower’s financial condition and affairs, or any Other Information and that, if the
Guarantor receives any such information from any Secured Party or its or their employees, directors, agents or other representatives or
Affiliates, the Guarantor (if it intends to use or rely on any such information) will not rely on any Secured Party or its or their employees,
directors, agents or other representatives or Affiliates, with respect to such information.


 


16.            Rules of
Interpretation. The rules of interpretation contained in Section 1.02 of
the Credit Agreement shall be applicable to this Guaranty Agreement and are hereby incorporated by reference. All representations and
warranties contained herein shall survive the delivery of documents and any extension of credit referred to herein or guaranteed hereby.


 


17.            Entire
Agreement. This Guaranty Agreement, together with the Credit Agreement and other Loan Documents,
constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes
all prior negotiations, agreements, understandings, inducements, commitments or conditions, express or implied, oral or written, except
as herein contained. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with
any of the terms hereof. Except as provided in Section 21, neither this Guaranty Agreement nor any portion or provision hereof
or thereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other
than as provided in the Credit Agreement.


 






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18.            Binding
Agreement; Assignment. This Guaranty Agreement and the terms, covenants and conditions
hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective
heirs, legal representatives, successors and assigns; provided, however, that the Guarantor shall not be permitted to
assign any of its rights, powers, duties or obligations under this Guaranty Agreement or any other interest herein or therein
without the prior written consent of the Administrative Agent. Without limiting the generality of the foregoing sentence of this Section 18,
any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights
and obligations under the Credit Agreement (to the extent permitted by the Credit Agreement); and to the extent of any such
assignment or participation, such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Credit Agreement,
including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof concerning
assignments and participations. All references herein to the Administrative Agent shall include any successor thereof.


 


19.            Severability.
If any provision of this Guaranty Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Guaranty Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


20.            Counterparts.
The provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty Agreement.


 


21.            Termination.
Subject to reinstatement pursuant to Section 13 hereof, this Guaranty Agreement, and all of the Guarantor’s Obligations
hereunder (excluding those Guarantor’s Obligations relating to Guaranteed Liabilities that expressly survive such termination) shall
terminate on the Facility Termination Date.


 


22.            Remedies
Cumulative; Late Payments. All remedies hereunder are cumulative and are not exclusive of
any other rights and remedies of the Administrative Agent or any other Secured Party provided by law or under the Credit Agreement, the
other Loan Documents or other applicable agreements or instruments. The making of the Loans and other credit extensions pursuant to the
Credit Agreement and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance
upon the Guarantor’s guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts not paid when due under this
Guaranty Agreement shall bear interest at the Default Rate.


 


23.            Notices.
Any notice required or permitted hereunder shall be given, (a) with respect to the Guarantor, at the address(es) indicated in Schedule
10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Secured Party, at the Administrative
Agent’s address(es) indicated in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and all such
notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and effectiveness
of notices and modifications of addresses thereunder.


 






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24.            Governing
Law; Jurisdiction; Etc.


 


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


 


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


 


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


 






    F-11


     


    

 


(d)            EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 23. NOTHING IN THIS
GUARANTY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW; PROVIDED,
THAT NO ELECTRONIC COMMUNICATION SHALL CONSTITUTE SERVICE OF PROCESS HEREUNDER.


 


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


 


26.            Amendment
and Restatement; No Novation. This Guaranty Agreement constitutes an amendment and restatement
of the Existing Guaranty Agreement, effective from and after the Closing Date.  The execution and delivery of this Guaranty Agreement
shall not constitute a novation of any obligations owing to the Lenders or the Administrative Agent under the Existing Guaranty Agreement
or the Existing Credit Agreement.  On the Closing Date, the guaranty provided under the Existing Guaranty Agreement, shall remain
and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in full force and effect with respect to
the Guaranteed Liabilities.


 


[Signature page follows]


 









    F-12


     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Guaranty Agreement as of the day and year first written
above.


  


	 	GUARANTOR:
	 	 
	 	Avnet, Inc.
	 	 
	 	By:  	                  
	 	Name:
	 	Title:




 






    		F-13	 
	 	Form of Guaranty	 



     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent
	 	 
	 	By:   	                          
	 	Name:
	 	Title:




 






    		F-14	 
	 	Form of Guaranty	 



     


    

 



 


EXHIBIT G


 


FORM OF DESIGNATED BORROWER

REQUEST AND ASSUMPTION AGREEMENT


 


Date: _______________, _____


 


To:     Bank of America,
N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


This Designated Borrower Request
and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Second Amended and Restated Credit
Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit Agreement”), among Avnet, Inc., a New York corporation (the “Company”), Avnet
Holding Europe BV, a Belgian privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders
from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, and reference
is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Request
and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Each of ______________________
(the “Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and
the Lenders that the Designated Borrower is a direct or indirect, wholly-owned Subsidiary of the Company.


 


The documents required to
be delivered to the Administrative Agent under Section 2.14 of the Credit Agreement will be furnished to the Administrative
Agent in accordance with the requirements of the Credit Agreement.


 


Complete
if the Designated Borrower is a Domestic Subsidiary: The true and correct U.S. taxpayer identification number of the Designated
Borrower is ___________________.


 


Complete
if the Designated Borrower is a Foreign Subsidiary: The true and correct unique identification number that has been issued
to the Designated Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below:


 


	Identification Number	Jurisdiction of Organization
	 	 
	 	 


 


The parties hereto hereby
confirm that with effect from the date hereof, the Designated Borrower shall have obligations, duties and liabilities toward each of the
other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been
an original party to the Credit Agreement as a Borrower.


 


The Designated Borrower
confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the
Credit Agreement applicable to a Designated Borrower as if it had manually executed the Credit Agreement, and further represents and
warrants as follows: [The following representations and warranties may be further qualified or stricken on a case by case basis
in the sole discretion of the Administrative Agent.]


 






    		G-1	 
	 	Form of Designated Borrower Request and Assumption Agreement	 



     


    

 


(a)            THE
DESIGNATED BORROWER IS SUBJECT TO CIVIL AND COMMERCIAL LAWS WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
TO WHICH IT IS A PARTY (COLLECTIVELY THE “APPLICABLE DOCUMENTS”), AND THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
DESIGNATED BORROWER OF THE APPLICABLE DOCUMENTS CONSTITUTE AND WILL CONSTITUTE PRIVATE AND COMMERCIAL ACTS AND NOT PUBLIC OR GOVERNMENTAL
ACTS.


 


(b)            NEITHER
THE DESIGNATED BORROWER NOR ANY OF ITS PROPERTY HAS ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) UNDER THE LAWS OF THE JURISDICTION
IN WHICH THE DESIGNATED BORROWER IS ORGANIZED AND EXISTING IN RESPECT OF ITS OBLIGATIONS UNDER THE APPLICABLE DOCUMENTS.


 


(c)            THE
APPLICABLE DOCUMENTS ARE IN PROPER LEGAL FORM UNDER THE LAWS OF THE JURISDICTION IN WHICH THE DESIGNATED BORROWER IS ORGANIZED AND
EXISTING FOR THE ENFORCEMENT THEREOF AGAINST THE DESIGNATED BORROWER UNDER THE LAWS OF SUCH JURISDICTION, AND TO ENSURE THE LEGALITY,
VALIDITY, ENFORCEABILITY, PRIORITY OR ADMISSIBILITY IN EVIDENCE OF THE APPLICABLE DOCUMENTS, EXCEPT TO THE EXTENT THAT THE FAILURE TO
BE IN SUCH PROPER LEGAL FORM COULD NOT REASONABLY BE EXPECTED TO ADVERSELY EFFECT THE ENFORCEABILITY OF THE GUARANTY AGAINST THE
COMPANY.


 


(d)            IT
IS NOT NECESSARY TO ENSURE THE LEGALITY, VALIDITY, ENFORCEABILITY, PRIORITY OR ADMISSIBILITY IN EVIDENCE OF THE APPLICABLE DOCUMENTS THAT
THE APPLICABLE DOCUMENTS BE FILED, REGISTERED OR RECORDED WITH, OR EXECUTED OR NOTARIZED BEFORE, ANY COURT OR OTHER AUTHORITY IN THE JURISDICTION
IN WHICH THE DESIGNATED BORROWER IS ORGANIZED AND EXISTING OR THAT ANY REGISTRATION CHARGE OR STAMP OR SIMILAR TAX BE PAID ON OR IN RESPECT
OF THE APPLICABLE DOCUMENTS OR ANY OTHER DOCUMENT, (I) EXCEPT FOR (A) ANY SUCH FILING, REGISTRATION, RECORDING, EXECUTION OR
NOTARIZATION AS HAS BEEN MADE OR IS NOT REQUIRED TO BE MADE UNTIL THE APPLICABLE DOCUMENT OR ANY OTHER DOCUMENT IS SOUGHT TO BE ENFORCED
AND (B) ANY CHARGE OR TAX AS HAS BEEN TIMELY PAID, AND (II) EXCEPT TO THE EXTENT THAT THE FAILURE SO TO FILE, REGISTER, RECORD,
EXECUTE OR NOTARIZE SUCH DOCUMENTS, OR TO MAKE SUCH PAYMENTS, COULD NOT REASONABLY BE EXPECTED TO ADVERSELY EFFECT THE ENFORCEABILITY
OF THE GUARANTY AGAINST THE COMPANY.


 


(e)            THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE APPLICABLE DOCUMENTS ARE, UNDER APPLICABLE FOREIGN EXCHANGE CONTROL REGULATIONS OF THE
JURISDICTION IN WHICH THE DESIGNATED BORROWER IS ORGANIZED AND EXISTING, NOT SUBJECT TO ANY NOTIFICATION OR AUTHORIZATION EXCEPT
(I) SUCH AS HAVE BEEN MADE OR OBTAINED OR (II) SUCH AS CANNOT BE MADE OR OBTAINED UNTIL A LATER DATE (PROVIDED THAT
ANY NOTIFICATION OR AUTHORIZATION DESCRIBED IN CLAUSE (II) SHALL BE MADE OR OBTAINED AS SOON AS IS REASONABLY
PRACTICABLE).


 






    		G-2	 
	 	Form of Designated Borrower Request and Assumption Agreement	 



     


    

 


The parties hereto hereby
request that the Designated Borrower be entitled to receive Loans and to obtain Letters of Credit under the Credit Agreement, and understand,
acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to request any Loans or
Letters of Credit for its account unless and until the date five Business Days after the effective date designated by the Administrative
Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.14 of the Credit Agreement.


 


This Designated Borrower Request
and Assumption Agreement shall constitute a Loan Document under the Credit Agreement.


 


THIS DESIGNATED BORROWER REQUEST
AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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


 


	 	[DESIGNATED BORROWER]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	AVNET, INC.
	 	 
	 	By:	               
	 	Name:   	 
	 	Title:	 




 






    		G-3	 
	 	Form of Designated Borrower Request and Assumption Agreement	 



     


    

 


EXHIBIT H


 







FORM OF DESIGNATED BORROWER NOTICE


 


Date: _______________, _____


 


To:     Avnet, Inc.


 


The Lenders party to the Credit
Agreement referred to below


 


Ladies and Gentlemen:


 


This Designated Borrower Notice
is made and delivered pursuant to Section 2.14 of that certain Second Amended and Restated Credit Agreement, dated as of August 2,
2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe BV, a Belgian privately held limited
liability company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, and reference is made thereto for full particulars of the
matters described therein. All capitalized terms used in this Designated Borrower Notice and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.


 


The Administrative Agent hereby
notifies the Company and the Lenders that effective as of the date hereof [_________________________] shall be a Designated Borrower
and may receive Loans and obtain Letters of Credit for its account on the terms and conditions set forth in the Credit Agreement.


 


This Designated Borrower Notice
shall constitute a Loan Document under the Credit Agreement.


 


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	 	 
	 	By:    	              
	 	Name:	 
	 	Title:	 




 






    		H-1	 
	 	Form of Designated Borrower Notice	 



     


    

 


EXHIBIT I-1


 


FORM OF OPINION OF COVINGTON &
BURLING LLP


 


See attached.


 









    		I-1-1	 
	 	Form of Opinion	 



     


    

 


August 2, 2022


 


Bank of America, N.A., as Administrative Agent,


Swing Line Lender and an L/C Issuer,


and the Lenders party to the Credit Agreement


referred to below


Agency Management


135 S. LaSalle Street


Mail Code: IL4-135-09-61


Chicago, IL 60603


 


Ladies and Gentlemen:


 


We have acted as special New
York counsel to Avnet, Inc., a New York corporation (the “Company”), in connection with the Second Amended and
Restated Credit Agreement, dated the date hereof (the “Credit Agreement”), among the Company, Avnet Holding Europe
BV (“Avnet Europe” and, together with the Company, the “Opinion Parties”), each other subsidiary
of the Company that may become party to the Credit Agreement in accordance with its terms, each lender party thereto (the “Lenders”)
and Bank of America, N.A., as administrative agent (the “Administrative Agent”), as Swing Line Lender (as defined in
the Credit Agreement) and as an L/C Issuer (as defined in the Credit Agreement). This letter is delivered to you pursuant to Section 4.01(a)(v) of
the Credit Agreement.


 


We have reviewed (i) the
Credit Agreement, (ii) the promissory notes, dated the date hereof, issued by the Company and Avnet Europe to certain of the Lenders
(the “Notes”), (iii) the Amended and Restated Guaranty Agreement, dated the date hereof, among the Company and
the Administrative Agent (the “Guaranty Agreement,” and together with the Credit Agreement and the Notes, the “Documents”),
(iv) a copy of the Restated Certificate of Incorporation of the Company, certified by the Department of State of the State of New
York as of July 22, 2022 and certified by an officer of the Company as being complete and in full force and effect as of the date
hereof (the “Charter”), (v) a certificate, dated July 20, 2022, from the Department of State of the State
of New York (the “New York Certificate”) and written confirmation, dated the date hereof, from Corporation Service
Company (the “Bring-Down Letter,” and collectively with the New York Certificate, the “New York Confirmations”),
as to the existence of the Company in the State of New York, and (vi) such corporate records, certificates and other documents, and
such questions of law, as we have deemed necessary or appropriate for the purposes of this opinion.


 


We have assumed that all signatures
are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to
the originals. We have assumed further that each Lender, the Administrative Agent, the Swing Line Lender and each L/C Issuer has duly
authorized, executed and delivered the Documents to which it is a party and that the Credit Agreement is the valid and binding obligation
of the Administrative Agent, the Swing Line Lender, each L/C Issuer and each Lender party thereto, enforceable against each in accordance
with its terms. We have assumed further that the Company is a corporation duly organized under the law of the State of New York.


 






    		I-1-2	 
	 	Form of Opinion	 



     


    

 


We have assumed that Avnet
Europe is duly organized, validly existing and in good standing under the law of Belgium and has all requisite power, authority and legal
right to execute and deliver the Documents to which it is a party and to perform its obligations thereunder. We have assumed that Avnet
Europe has duly authorized, executed and delivered the Documents to which it is a party.


 


We have assumed further that
the execution and delivery of the Documents by each Opinion Party that is a party thereto and the performance by each Opinion Party of
its respective obligations thereunder do not and will not violate or contravene any judgment, order, or decree issued by any court, arbitrator
or governmental or regulatory authority, or conflict with or result in a breach of, or constitute a default under, any contract or other
instrument binding on or affecting the Opinion Parties or any of their properties or assets. We have assumed further the accuracy of the
representations and, for purposes of the opinions set forth in paragraphs 6 and 7, compliance by the Opinion Parties with the covenants
set forth in Articles V, VI and VII of the Credit Agreement, including, without limitation, Sections 5.13 and 7.09. We have made no investigation
for the purpose of verifying the assumptions set forth herein.


 


We have relied as to certain
matters on information obtained from officers of the Opinion Parties and other sources believed by us to be responsible.


 


Our opinion in paragraph 1 below
as to the valid existence and good standing of the Company under the law of the State of New York is based solely on our review of the
Charter and the New York Confirmations.


 


Based upon the foregoing, and
subject to the qualifications and assumptions set forth below, we are of the opinion that, insofar as the law of the State of New York
and the Federal law of the United States of America are concerned:


 


1.            The
Company is a corporation validly existing and in good standing under the law of the State of New York and has the corporate power and
authority to execute and deliver the Documents and to perform its obligations under the Documents.


 


2.            The
execution and delivery by the Company of the Documents and the performance of its obligations thereunder have been duly authorized by
all necessary corporate action. Each of the Documents has been duly executed and delivered by the Company.


 


3.            Each
of the Documents constitutes the valid and binding obligation of each Opinion Party that is a party thereto, enforceable against each
Opinion Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 






    		I-1-3	 
	 	Form of Opinion	 



     


    

 


4.            No
consent, approval, authorization or other action by or filing with any governmental agency or instrumentality of the State of New
York or the United States of America is required on the part of any Opinion Party for the execution and delivery of the Documents or
the consummation of the transactions contemplated thereby in accordance with the terms thereof (including, without limitation, the
payment of Obligations (as defined in the Credit Agreement) when due and payable under the Documents, and the delivery of
borrowing notices and other financial information set forth therein).


 


5.            The
execution and delivery by each Opinion Party of the Documents to which it is a party and the consummation by each Opinion Party of the
transactions contemplated thereby in accordance with the terms thereof (including, without limitation, the payment of Obligations (as
defined in the Credit Agreement) when due and payable under the Documents, and the delivery of borrowing notices and other financial information
set forth therein) do not violate any New York or Federal statute, law, rule or regulation known to us to which the Opinion Parties
are subject.


 


6.            The
Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


7.            Neither
the financing as contemplated by the Documents nor the use of the proceeds thereof by the Company as described in the Documents will violate
Regulation U of the Board of Governors of the Federal Reserve System.


 


The foregoing opinion is subject
to the following qualifications:


 


(a)            We
express no opinion as to:


 


(i)            the
existence or adequacy of consideration received for the Guaranty Agreement;


 


(ii)            waivers
of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other rights or benefits bestowed
by operation of law;


 


(iii)            releases
or waivers of unmatured claims or rights;


 


(iv)            indemnification,
contribution or exculpation provisions, to the extent they purport to indemnify any party against, or release or limit any party’s
liability for, its own breach or failure to comply with statutory obligations, or to the extent such provisions are contrary to public
policy;


 


(v)            provisions
for liquidated damages and penalties, penalty interest and interest on interest;


 


(vi)            provisions
purporting to require a prevailing party in a dispute to pay attorneys’ fees and expenses, or other costs, to a non-prevailing party;


 






    		I-1-4	 
	 	Form of Opinion	 



     


    

 


(vii)            provisions
purporting to supersede equitable principles, including provisions requiring amendments and waivers to be in writing and provisions making
notices effective even if not actually received;


 


(viii)            provisions
purporting to make a party’s determination conclusive;


 


(ix)            restrictions
upon transfers, pledges or assignments of a party’s rights under the Documents;


 


(x)            exclusive
jurisdiction or venue provisions; or


 


(xi)            provisions
purporting to determine the rate at which judgments in currencies other than United States Dollars would be translated into United States
Dollars or vice-versa.


 


(b)            We
express no opinion as to any right of setoff, netting, bankers lien or counterclaim or right to the application of property in the possession
or control of the Administrative Agent, the Swing-Line Lender, any L/C Issuer or any Lender.


 


(c)            We
express no opinion as to whether any Document to which Avnet Europe is a party constitutes the valid and binding obligation of Avnet Europe,
enforceable against Avnet Europe in accordance with its terms, under the laws of Belgium, or as to the effect thereof on the opinion expressed
in paragraph 3 of this letter.


 


(d)            We
express no opinion as to the conclusive effect or enforceability of a foreign country judgment in a state or Federal court in the United
States of America.


 


(e)            Except
as set forth in paragraphs 6 and 7, we express no opinion as to any Federal or state securities or Blue Sky laws, commodities laws or
insurance laws or as to any anti-fraud laws.


 


(f)            We
express no opinion on Regulation T or X of the Board of Governors of the Federal Reserve System.


 


(g)            We
express no opinion as to any tax laws or the Employee Retirement Income Security Act of 1974, as amended.


 


(h)            We
express no opinion as to any legal requirements or restrictions applicable to the Administrative Agent, the Swing Line Lender, any L/C
Issuer or any Lender.


 


(i)            Our
opinions in paragraphs 4 and 5 above are limited to laws and regulations normally applicable to transactions of the type contemplated
by the Documents and do not extend to laws or regulations relating to, or to licenses, permits, approvals and filings necessary for, the
conduct of the Opinion Parties’ business, or to any environmental laws or regulations.


 


You have received an opinion
from Argo Law BV, dated as of August 2, 2022, as to certain matters of Belgian law. We express no opinion with respect to those matters
and we have, with your consent, assumed certain matters set forth in such opinion as expressly set forth herein.


 






    		I-1-5	 
	 	Form of Opinion	 



     


    

 


We are members of the bar of
the District of Columbia and the State of New York. We do not express any opinion herein on any laws other than the law of the State of
New York and the Federal law of the United States of America.


 


This letter is given
solely for your benefit and may not be disclosed to or relied upon by any other person without our written consent, except that
(a) you may permit any person acquiring a participation in, or an assignment of, any interest in the obligations of the Opinion
Parties under the Credit Agreement to rely on this opinion as of the date hereof as if it were addressed to such person and
(b) this letter may be disclosed to (i) your affiliates and attorneys, (ii) a bank examiner or other governmental
official having regulatory authority over the Administrative Agent or any Lender or (iii) as otherwise required by applicable
law, regulation or legal process.


 


	 	Very truly yours,




 






    		I-1-6	 
	 	Form of Opinion	 



     


    

 





 


EXHIBIT I-2


 


FORM OF OPINION OF ARGO LAW


 


See attached


 






    I-2-1 
 Form of Opinion


     


    

 


	 	To: Bank of America N.A., in its various capacities under the Credit Agreement (as defined below) and each party that is a Lender (as defined in the Credit Agreement referred to below) on the date of this legal opinion (hereinafter jointly referred to as the “Addressees” and each individually the “Addressee”).
	 	
     

    By e-mail

     

    2 August 2022



 


Dear Madam / Sir


 


RE:        Legal
opinion – Second amended and restated credit agreement


 


		1	Introduction



 


		1.1	We have acted as Belgian special counsel to Avnet Holding Europe BV (as further described in Schedule
1 and hereinafter referred to as the “Company”), in connection with the entry by the Company into the Credit Agreement
(defined below).



 


		1.2	Words and expressions defined in the Credit Agreement will have the same meaning when used in this legal
opinion, unless the context requires otherwise.



 


		1.3	In this legal opinion:



 


		1.3.1	“Corporate Documents” means each of the documents and searches referred to in Schedule
3.



 


		1.3.2	“Documents” means each of (i) the Opinion Documents and (ii) the Corporate
Documents.



 


		1.3.3	“Opinion Documents” means (i) the Credit Agreement and (ii) the Notes as
defined in Schedule 2.



 


		2	Scope of Inquiry



 


		2.1	We are providing this legal opinion only on the matters expressly stated herein and on the basis of and
subject to the assumptions and qualifications set out below.



 


		2.2	For purposes of rendering this legal opinion, we have only examined and relied on the Documents and we
have not reviewed any agreements or documents as may be referred to therein.



 


		2.3	This legal opinion is limited to Belgian law as published and in effect on the date of this legal opinion
and as such laws are currently interpreted in published authoritative case law of the courts of. We express no opinion as to the law of
any other jurisdiction, nor on the law of the European Union as it affects any jurisdiction other than Belgium.



 









    I-2-2 
 Form of Opinion


     


    

 


		2.4	This legal opinion may only be relied upon, under the express condition that any issues of the interpretation
or liability arising hereunder will be governed by Belgian law and be brought before a court in Belgium.



 


		2.5	The opinions expressed herein are as of the date hereof. We assume no obligation to update, revise or
supplement this legal opinion, nor to communicate further with or further advise any Addressee with respect to any matter covered in this
legal opinion or any change, development, occurrence, circumstance, event or condition in respect of any such matter.



 


		2.6	We have not been responsible for, nor assisted in, the investigation or verification of any statements
regarding facts or the accuracy of facts (including statements as to any law other than Belgian law) or the reasonableness of any statements
of opinion or intention contained in any documents, or for verifying that no material facts or provisions have been omitted therefrom.



 


		2.7	We express no opinion as to the correctness or completeness of any representation given by any of the
parties (express or implied) under or by virtue of the Documents, save if and insofar as the matters represented would be the subject
matter of a specific opinion herein.



 


		2.8	We express no opinion on any taxation, competition and anti-trust, financial assistance, regulatory oversight,
sanctions or securities laws of any jurisdiction (including Belgium), save as otherwise stated herein.



 


		2.9	A draft of this legal opinion has been provided earlier to the Addressees who took or had the opportunity
to discuss all the issues herein covered.



 


		2.10	This legal opinion is given by ARGO Law BV (“ARGO”) as a firm and not by the individuals
or other legal entities providing services to ARGO or acting on its behalf. ARGO assumes responsibility for and is fully and exclusively
responsible for the services provided by its lawyers and its personnel. No person other than ARGO has or will consequently have any personal,
civil or tort obligations towards you as the beneficiary. The aggregate liability in respect of this legal opinion shall be limited to
the amount of damages covered by and effectively recovered under the professional liability insurance policy concluded by ARGO, which
currently amounts to 30 million euro per claim.



 


		3	Opinion



 


Taking into account the scope of inquiry
in relation hereof and subject to the assumptions set out in Schedule 4 of this legal opinion and qualifications set forth in Schedule
5 of this legal opinion, we are of the opinion that as of the date hereof:


 


		3.1	Corporate status



 


The Company has been duly incorporated
and is validly existing as a limited liability company under the laws of Belgium which is its jurisdiction of incorporation. The Company
has unlimited corporate existence and the capacity to sue and be sued in its own name and to carry on its business as currently conducted.


 






    I-2-3 
 Form of Opinion


     


    

 


		3.2	Non-insolvency



 


On the date of this legal opinion, we
carried out the Regsol Search (as defined in Schedule 3 of this legal opinion), and no entries pertaining to the Company were shown.


 


		3.3	Corporate power



 


The Company has the corporate power
and capacity to execute and deliver the Opinion Documents and to perform its obligations thereunder.


 


		3.4	Due authorisation



 


The Company has, i.a. by way of the
Corporate Authorisations, taken all necessary actions to approve and authorize the entry into the Opinion Documents and the performance
of its obligations and the exercise of its rights thereunder.


 


		3.5	Due execution



 


The Opinion Documents have been entered
into on behalf of the Company through the execution by the Signatories as defined in Schedule 3, thereby validly binding the Company
in respect of the Opinion Documents.


 


		3.6	SME financing



 


Based on the Annual Accounts, the Belgian
law of 21 December 2013 containing miscellaneous provisions in relation to the financing of small and medium-sized enterprises, as
amended from time to time, does not apply to the credit granted to the Company pursuant to the Credit Agreement.


 


		3.7	No conflict



 


The execution by the Company of the
Opinion Documents does not conflict with any law in Belgium applicable to companies in general nor, as is confirmed by the Corporate Authorisations
with the Articles of Association of the Company.


 


		3.8	No consents



 


No approval, authorisation or other
action by, or filing with, any Belgian governmental, regulatory or supervisory authority or body is required in connection with the execution
by the Company of the Opinion Documents and the performance by the Company of its obligations thereunder.


 


		3.9	Stamp duty / taxes



 


No stamp duty, registration taxes or
similar taxes are payable in Belgium in connection with the execution, delivery or performance of the Company’s obligations under
the Opinion Documents, save for:


 


		3.9.1	a documentary duty of EUR 0.15 per original due per Opinion Document executed in Belgium;



 


		3.9.2	the obtaining of a judgment in Belgium will give rise to a registration duty at the rate of 3% of the
amount of the judgment.



 






    I-2-4 
 Form of Opinion


     


    

 


		3.10	No immunity



 


The Company will not be entitled in
relation to itself or its assets to claim immunity from suit, execution, attachment or other legal process in any proceedings in Belgium
in relation to the Opinion Documents.


 


		3.11	License



 


It is not necessary under the laws of
Belgium:


 


		3.11.1	in order to enable any Lender to enforce its rights under the Opinion Documents; or



 


		3.11.2	by reason only of the execution of the Opinion Documents or the performance by it of its obligations under
the Opinion Documents,



 


that any such Lender should be licensed,
qualified or otherwise entitled to carry on business in Belgium.


 


		3.12	Residency



 


No Lender is or deemed to be resident,
domiciled or carrying on business in Belgium by reason only of the execution, performance and/or enforcement of the Opinion Documents.


 


		3.13	Choice of law



 


The choice of law of the state of New
York as the governing law of the Opinion Documents in any proceedings in relation thereto (assuming such choice of law shall be upheld
as legally valid and binding choice of law and given full effect by the relevant courts), will be upheld, recognized and given effect
to by the courts of Belgium.


 


		3.14	Choice of forum



 


The submission under the Opinion Documents
by the parties thereto to the jurisdiction of the courts of the state of New York (assuming such choice of court shall be upheld as legally
valid and binding choice of courts and given full effect by such courts), will be upheld, recognized and given effect to by the courts
of Belgium.


 


		3.15	Judgement courts of New York



 


Any final
judgment of the courts of the state of New York obtained against the Company in relation to the Opinion Documents and which is enforceable
in the United States of America, can be enforced in Belgium without any further formality or bringing separate proceedings in the courts
of Belgium founded on the judgment of the courts of the state of New York, other than a declaration of enforceability obtained from the
Belgian competent court and subject to any appeal thereto, in each case in accordance with the provisions of articles 22 e.s. of the Belgian
Conflict of Laws Code (‘Wetboek van Internationaal Privaatrecht’) (hereinafter, “CLC”). The
courts of Belgium will recognize, accept and declare enforceable such judgment of the courts of the state of New York without any retrial
or examination of the merits of the case, upon completion of the formalities set out in the aforementioned CLC, and, recognition or enforceability
may be refused only on one of the grounds specified in article 25 of the CLC.


 






    I-2-5 
 Form of Opinion


     


    

 


		4	Reliance



 


		4.1	This legal opinion is addressed to and is solely for the benefit of you as the Addressees, in your various
capacities under the Credit Agreement, in the framework of the Opinion Documents.



 


		4.2	It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to
or relied upon by any other person, save that it may be disclosed without such consent to:



 


		4.2.1	any person to whom disclosure is required to be made by applicable law, regulation or court order or pursuant
to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings;



 


		4.2.2	the officers, directors, employees, auditors and professional advisers of any Addressee;



 


		4.2.3	any affiliate of any Addressee and the officers, directors, employees, auditors and professional advisers
of such affiliate;



 


		4.2.4	any person, not otherwise an Addressee of this legal opinion, who (i) becomes a finance party in
accordance with the Credit Agreement, (ii) is a potential transferee or assignee of any Addressee or (iii) is or becomes a sub-participant
or is a potential sub-participant of any such Addressee, and their respective officers, employees, auditors and professional advisers,
and



 


		4.2.5	to (re)insurers, insurance brokers and rating agencies;



 


on the basis that (i) such disclosure
is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the
purposes of reliance, (ii) we do not assume any duty or liability to any person to whom such disclosure is made, and (iii), in preparing
this legal opinion we only had regard to the interests of our client(s).


 


Yours faithfully,


 


For and on behalf of ARGO Law BV


 


Pieter Bogaerts


 









    I-2-6 
 Form of Opinion


     


    

 


Schedule 1 – The Company


 


		1.	Avnet Holding Europe BV, a limited liability company (besloten vennootschap) incorporated
under the laws of Belgium, having its statutory seat at De Kleetlaan 3, 1831 Machelen, registered at the Crossroads Bank for Enterprises
under number 0826.379.919.



 






    I-2-7 
 Form of Opinion


     


    

 


Schedule 2 – Opinion Documents


 


		1	Credit Agreement



 


An executed version of the second amended
and restated credit agreement dated 2 August 2022 between i.a. Avnet, Inc., the Company and certain of its subsidiaries
as Borrowers and Bank of America N.A. as Administrative Agent, Swing Line Lender and a L/C Issuer and the Lenders from time to time, amending
and restating the amended and restated credit agreement entered into on 28 June 2018 (as amended, supplemented or otherwise modified
from time to time).


 


		2	Notes



 


		2.1	A copy of the executed note dated 2 August 2022 by the Company in respect of Bank of China,
Los Angeles Branch in connection with the Credit Agreement.



 


		2.2	A copy of the executed note dated 2 August 2022 by the Company in respect of U.S. Bank National
Association in connection with the Credit Agreement.



 






    I-2-8 
 Form of Opinion


     


    

 


Schedule 3 – Corporate Documents


 


		1	A copy of the coordinated articles of association of the Company dated 22 December 2020 (the “Articles
of Association”).



 


		2	A company certificate (‘Uittreksel van de Kruispuntbank van Ondernemingen’) in respect
of the Company dated 29 July 2022 (the “Company Certificate”).



 


		3	An excerpt, published in the annexes to the Belgian Official Gazette (‘Belgisch Staatsblad’)
of the deed of incorporation of 2 June 2010 pertaining to the nomination of Mr. Steven Bosmans as manager of the Company;
and



 


An excerpt, published in the annexes
to the Belgian Official Gazette (‘Belgisch Staatsblad’) of the shareholders resolution of 18 June 2020 pertaining
to the nominations of Ms. Karen Hughes and Mr. Maik Rollwage as directors of the Company.


 


		4	A copy of the executed written resolutions of the directors of the Company of 29 July 2022 , approving
the transactions described therein and appointing each director of the Company and Mr. Joseph Burke as special proxy holder for signing
on behalf of the Company the Opinion Documents (the “Corporate Authorisations”, resp. the “Signatories”).



 


		5	On
                                            2 August 2022 we have performed an online search on www.regsol.be
                                            in respect of the Company which did not show any bankruptcy or judicial reorganisation
                                            files were opened on that date (the “Regsol Search”).



 


		6	We have reviewed the publications of the Belgian Official Gazette for the Company, as retrieved through
an online search on the date of this opinion. The most recent publication was publication 0302069 on 11 January 2021.



 


		7	A copy of the annual accounts of the Company as published at the Central Balance Sheet Office at the National
Bank of Belgium regarding (i) the fiscal year from 24 February 2019 until 23 February 2020, filed on 27 November 2020
and (ii) the fiscal year from 24 February 2020 until 30 June 2021, filed on 19 January 2022; and



 


A copy of the annual accounts of Avnet
Europe (a limited liability company incorporated under the laws of Belgium, having its statutory seat at De Kleetlaan 3, 1831 Machelen,
registered at the Crossroads Bank for Enterprises under number 0464.298.616) as published at the Central Balance Sheet Office at the National
Bank of Belgium regarding (i) the fiscal year from 1 July 2019 until 30 June 2020, filed on 12 January 2021 and (ii) the
fiscal year from 1 July 2020 until 30 June 2021, filed on 14 January 2022;


 


(jointly, the “Annual Accounts”)


 









    I-2-9 
 Form of Opinion


     


    

 


Schedule 4 – Assumptions


 


For the purpose of this legal opinion, we have
made the following assumptions:


 


		1	All copies we have examined, including when submitted to us by electronic mail or as conformed copies,
execution versions or photocopies, conform to the originals, and all originals are genuine and complete; all drafts reviewed by us will
be entered into by all parties thereto in the form of that draft.



 


		2	Each (electronic) signature is the genuine signature of the individual concerned, where relevant duly
respecting the relevant authenticity and identification requirements applicable to electronic signatures.



 


		3	All parties to the Opinion Documents (other than the Company) are duly incorporated and validly existing
in accordance with their governing law, having unlimited corporate existence and the capacity to carry on their business as currently
conducted.



 


		4	All parties to the Opinion Documents (other than the Company) have full power and capacity to execute
and deliver the Opinion Document and the rights contemplated thereby and all documents related thereto to which they are a party, have
full power and capacity to undertake and perform the obligations expressed to be assumed therein by each of them, and have taken all necessary
actions to approve and authorize the same.



 


		5	The Opinion Documents and all documents related thereto have been or will be validly entered into by the
parties thereto (other than the Company).



 


		6	The Opinion Documents and all documents related thereto constitute the legal, valid and binding obligations
of such persons under the law of the state of New York, which is its chosen governing law (and assuming such choice of law shall be upheld
as an admissible choice of law and given full effect by the courts of the State of New York)
and have not been amended or revoked, and have not been declared null and void by the relevant court.



 


		7	Any authorising resolutions from the Company including the Corporate Authorisations, were passed at a
properly conducted meeting of duly appointed and convened directors, or as the case may be, through a duly held written procedure of directors,
their decisions and wording accurately reflecting the underlying circumstances and reality and any statutory or other provision relating
to the conduct of meetings or the power to vote, as well as relating to directors’ interests or the power of interested directors
to vote was duly observed and such resolutions have not been declared null and void by a competent court.



 


		8	The corporate documents of the Company, including the Corporate Documents listed under Schedule 3,
and the excerpts thereof published in the Belgian Official Gazette (‘Belgisch Staatsblad’), correspond and correctly
reflect the corporate situation of the Company as of the date hereof.



 


		9	No party to the Opinion Documents (other than the Company), has been declared bankrupt, has petitioned
under the procedure for judicial reorganisation (‘gerechtelijke reorganisatie’) under Book XX of the Code of Economic
Law has been declared or has entered into proceedings of bankruptcy, proceedings relating to the winding-up of insolvent companies or
other legal persons, judicial arrangements, compositions and analogous proceedings, fraudulent act (actio pauliana) or other similar
laws affecting creditors’ rights generally.



 









    I-2-10 
 Form of Opinion


     


    

 


		10	The centre of the main interest of the Company coincides and will coincide with its statutory seat, i.e.,
it is and will remain in Belgium, and the Company is not and shall not be affected by any secondary proceedings (nor an undertaking to
avoid, or a stay of such secondary insolvency proceedings) or by proceedings in respect of other companies belonging to the same group
of companies, including group coordination proceedings (terms as described in the Regulation (EU) 2015/848 of 20 May 2015 on insolvency
proceedings).



 


		11	No contractual or other restrictions binding on the Company (other than the Opinion Documents or its Articles
of Association) or on any other party to the Opinion Documents exist which would affect the conclusions of this legal opinion.



 


		12	None of the opinions expressed above would be affected by the laws (including of public policy) of any
other jurisdiction outside Belgium.



 


		13	There has been due compliance with all matters (including without limitation, the obtaining of any necessary
consents, approvals and authorisations and the making of any necessary filings, registrations and notifications and the payment of stamp
duty and other documentary taxes) under the laws other than the law of Belgium as may be related to the Opinion Document.



 


		14	The parties to the Opinion Documents will observe, perform and accept the terms of the Opinion Documents
and all legal consequences resulting therefrom, which we assume set out the entire understanding of such parties.



 


		15	Each party enters into the Opinion Documents in good faith for the purpose of and in connection with the
carrying on of its business, and the Company, as it is stated in the Corporate Authorisations, enters into the Opinion Documents for its
corporate benefit which it reasonably may deem to be commensurate with the obligations to be undertaken under the Opinion Documents.



 









    I-2-11 
 Form of Opinion


     


    

 


Schedule 5 – Qualifications


 


This legal opinion is subject to the following
qualifications:


 


		16	Insolvency



 


This legal opinion is subject to any
limitations arising from bankruptcy, proceedings relating to the winding-up of insolvent companies or other legal persons, judicial arrangements,
compositions and analogous proceedings, insolvency, liquidation, moratorium, reorganisation and as well as from other laws of general
application relating to or affecting the rights of creditors.


 


		17	Terms



 


The terms ‘enforceable’,
‘enforceability’, ‘valid’, ‘legal’, ‘binding’ and ‘effective’ (or any combination
thereof) where used in this legal opinion, mean that the obligations assumed by the relevant party under the relevant document are of
a type which Belgian law generally recognises and enforces; it does not mean that these obligations will necessarily be enforced in all
circumstances in accordance with their terms; in particular, enforcement before the courts of Belgium will in any event be subject to:


 


		17.1	the nature of the remedies available in the Belgian courts (and nothing in this opinion must be taken
as indicating that specific performance or injunctive relief would be available as remedies for the enforcement of such obligations) and
the acceptance by Belgian courts of jurisdiction;



 


		17.2	prescription or limitation periods (within which claims, actions or proceedings may be brought);



 


		17.3	the availability of defences such as, without limitation, set-off (unless validly waived), fraud, misrepresentation,
unforeseen circumstances, undue influence, duress, error, abuse of right, good faith, exceptio non adimpleti contractus and counterclaim;



 


		17.4	where any party is vested with a discretion or may determine a matter in its opinion, Belgian law may
require such discretion to be exercised reasonably or such opinion to be based on reasonable grounds; and



 


		17.5	periods of grace for the performance of its obligations may be granted by the courts of Belgium to a debtor
who has acted in good faith.



 


		18	Choice of law/forum



 


		18.1	According to article 98 § 1 CLC, the law governing contractual obligations is determined by Regulation
(EC) No 593/2008 of 17 June 2008 on the law applicable to contractual obligations (hereinafter, “Rome I Regulation”).



 


The Rome I Regulation recognizes a choice
of law between parties. Such chosen law will govern the interpretation, performance, within the limits of the powers conferred on the
court by its procedural law, the consequences of breach, including the assessment of damages in so far as it is governed by rules of
law, the various ways of extinguishing obligations, and prescription and limitation of actions and the consequences of nullity of the
contract (articles 3.1 and 12 of the Rome I Regulation), subject to the limits as specified in articles 3.3, 3.4 9 and 21 of the Rome
I Regulation).


 






    I-2-12 
 Form of Opinion


     


    

 


		18.2	A choice of foreign forum by parties will be upheld by a Belgian court, meaning that by virtue of article
7 of the CLC, a Belgian court would declare it has no jurisdiction to hear the case when the foreign judgment can be recognised by virtue
of the CLC or it will postpone its judgment unless it can be foreseen that the foreign judgment could not be recognised or rendered effective
in Belgium or unless, by virtue of article 11 of the CLC, Belgian courts by way of exception would have jurisdiction because the matter
has a close connection to Belgium and a procedure outside Belgium would be impossible or it would be unreasonable to demand that the case
is commenced abroad.



 


A clause providing for submission to foreign
jurisdiction may not prevent a party from instituting summary proceedings (‘kort geding’) before a Belgian court in
order to obtain urgent conservatory measures.


 


The taking of concurrent proceedings in
more than one jurisdiction may not be accepted by the courts of Belgium and they may reject any such proceedings brought before them on
the basis of the exception of litis pendentis.


 


		19	Miscellaneous



 


		19.1	A power of attorney, including when given by way of authorising resolutions, may be revoked ad nutum
(i.e. without prior notice or without giving any reason) by the principal , except if it is limited in time and/or it relates to specific
matters, in which case it can be made irrevocable. A power of attorney may also be ineffective to the extent that there would be a conflict
of interest between the principal and the attorney-in-fact. The principal can confirm any voidable actions taken by an attorney-in-fact
having a conflict of interest, provided that it is doing so with full knowledge of the type of actions that have been taken by the attorney-in-fact.



 


		19.2	A determination, designation, calculation or certificate as to any matter provided for in the Documents
might, in certain circumstances, be held by a Belgian court not to be final, conclusive and binding (for example, if it could be shown
to have an unreasonable or arbitrary basis or not to have been reached in good faith) notwithstanding the provisions of the relevant document.



 


		19.3	Where any party is vested with a discretion or may determine a matter in its opinion, Belgian law may
require such discretion to be exercised reasonably or such opinion to be based on reasonable grounds.



 


		19.4	Where obligations are to be performed in a jurisdiction outside Belgium, they may not be enforceable in
Belgium to the extent that performance would be illegal under the laws of that jurisdiction.



 


		19.5	The effectiveness of a provision in an agreement providing for the severability of a provision held to
be void, illegal or unenforceable can be limited by (i) rules of public policy or specific legal provisions and (ii) the
(court’s interpretation of the) intentions of the parties to the agreement.



 






    I-2-13 
 Form of Opinion


     


    

 


		19.6	A Belgian court will give effect to any indemnity provisions of an agreement only if it can be established
that any amount payable thereunder is a genuine pre-estimate of loss or an indemnity for actual costs, and is not a penalty.



 


		19.7	Any provisions in the Documents which involves an indemnity for, or the recovery of the costs and fees
relating to litigation in Belgium may be unenforceable pursuant to article 1023 of the Belgian Judicial Code or only allowed up to limits
determined by law.



 


		19.8	Whilst, in the event of any proceedings being brought in a Belgian court in respect of a monetary obligation
expressed to be payable in a currency other than a currency of a member state of the Organisation for Economic Co-operation and Development,
a Belgian Court would have power to give judgment expressed in Euros and not as an order to pay such other currency, and may decline to
enforce the benefit of currency indemnity clauses.



 


		19.9	A Regsol Search does not provide conclusive evidence that a company has not become the subject of an insolvency
proceeding (nor an indication to the contrary).



 


		19.10	According to article 25 of the Regulation (EU) 910/2014 of 23 July 2014 on electronic signatures
a qualified electronic signature has the equivalent legal effect of a handwritten signature and if based on a qualified certificate issues
in a EU-member state shall be recognised as a qualified electronic signature in all other EU-member states. An electronic signature that
does not meet the requirement for a qualified electronic signature shall not be denied legal effect.



 


		19.11	Although the Opinion Documents do not have to be registered in Belgium, it is only on the date of its
registration that such document will obtain a certified date.



 


*


 


*


 






    I-2-14 
 Form of Opinion


     


    

 






 


EXHIBIT I-3


 


FORM OF OPINION OF VICE PRESIDENT AND


CORPORATE SECRETARY OF THE COMPANY


 


See attached.


 






    I-3-1
Form of Opinion of Vice President and Corporate Secretary of the Company


    


    

 


August 2, 2022


 


Bank of America,
N.A., as Administrative Agent, 


Swing Line Lender and an
L/C Issuer, 


and the Lenders party to
the Credit Agreement referred to below 


Agency Management 


135 S. LaSalle
Street 


Mail Code: IL4-135-09-61 


Chicago, IL
60603


 


		Re:	Avnet, Inc. – Second Amended and Restated Credit Agreement, dated as of August 2, 2022



 


Ladies and Gentlemen:


 


I am General Counsel and Chief Legal Officer of
Avnet, Inc., a New York corporation (the “Company”). I am rendering this opinion in connection with the Second
Amended and Restated Credit Agreement, dated the date hereof (the “Credit Agreement”), among the Company, Avnet Holding
Europe BV, each other subsidiary of the Company that may become party to the Credit Agreement in accordance with its terms, each lender
party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”),
as Swing Line Lender (as defined in the Credit Agreement) and as an L/C Issuer (as defined in the Credit Agreement).


 


For purposes of rendering this opinion, I
have reviewed and examined the originals, or copies identified to my satisfaction as being true and complete copies of the originals,
of the following documents and instruments:


 


1.            the
Credit Agreement, including the Schedules and Exhibits thereto;


 


2.            the
promissory notes, dated the date hereof, issued by the Company to certain of the Lenders (the “Notes”);


 


3.            the
Amended and Restated Guaranty, dated the date hereof, among the Company and the Administrative Agent; and


 


4.            such
other documents, certificates, instruments, corporate records and other statements of governmental officials, officers of the Company
and others as I have deemed necessary or advisable to enable me to render the opinions set forth herein.


 


The documents and instruments identified in clauses
(i), (ii) and (iii) are collectively referred to herein as the “Transaction Documents”.


 






    I-3-2
Form of Opinion of Vice President and Corporate Secretary of the Company


    


    

 


I have assumed without independent
investigation that the signatures on all documents examined by me (other than those of the Company on the Transaction Documents) are
genuine; all individuals executing such documents had all requisite legal capacity and competency; the documents submitted to me as
originals are authentic and the documents submitted to me as certified or reproduction copies conform to the originals; each party
to the Transaction Documents has all requisite power and authority to execute, deliver and perform its obligations under each of the
Transaction Documents to which it is a party; and the execution and delivery of such Transaction Documents by each party to the
Transaction Documents and performance by such party of its obligations thereunder have been duly authorized by all necessary
corporate or other action.


 




Based on the foregoing and in reliance thereon,
and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, I am of the opinion that:


 


1.            The
execution, delivery and performance by the Company of the Transaction Documents do not (i) violate (A) the certificate of incorporation
or bylaws of the Company or (B) any order, judgment, or decree binding on the Company, or (ii) result in a breach of or default
under any contract of the Company filed as an exhibit to the Company’s periodic reports under the Securities Exchange Act of 1934,
as amended, or result in or require the creation or imposition of any lien or encumbrance upon any assets of the Company under any such
contract.


 


2.            To
my knowledge, there is no action, suit or proceeding pending against or threatened against or affecting the Company before any court,
governmental or regulatory authority or arbitrator, which if adversely determined would question, either individually or collectively,
the validity of the Transaction Documents, or any of the transactions contemplated thereby.


 


I am admitted to practice in the State of Arizona
and registered as in-house counsel in Arizona and express no opinion as to matters governed by any laws other than the laws of the State
of Arizona. This opinion is limited to the effect of the present state of the laws of the State of Arizona. I assume no obligation to
revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.


 


This opinion is rendered only to you and solely
for your benefit in connection with the transactions contemplated by the Credit Agreement. This opinion may not otherwise be relied upon,
or furnished, quoted or copied, in whole or in part, by you to or by any other person or entity (other than an assignee or participant
of yours) for any purpose or in any other context, without my prior written consent; provided, that you may provide this opinion
(i) to bank examiners and other regulatory authorities should they so request in connection with their normal examinations or should
such disclosure otherwise be required under applicable law, (ii) to your independent auditors and attorneys, (iii) pursuant
to order or legal process of any court or governmental agency, (iv) in connection with any legal action to which you are a party
arising out of the transactions contemplated by the Transaction Documents or (v) the proposed assignee of or participant in your
interest under the Transaction Documents.


 


	 	Very truly yours,
	 	 
	 	Michael R. McCoy 
	 	General Counsel and Chief Legal Officer 
	 	Avnet, Inc.




 






    I-3-3
Form of Opinion of Vice President and Corporate Secretary of the Company


    


    

 


EXHIBIT J


 


FORM OF LETTER OF CREDIT REPORT


 


	To: 	Bank of America, N.A. as Administrative Agent
	Attn: 	 	 	 
	Phone No.:	 	 	 
	Fax No.:	 	 	 
	 	 	 	 	 
	Ref.:	Letters of Credit	 	 
	 	Issued for the account of Avnet, Inc. 	 
	 	
    or any Subsidiary thereof under the Second Amended and Restated
    Credit Agreement dated as of August 2, 2022

     



 


Reporting Period :___/___/20__ through___/___/20__


 


	L/C No.	Maximum

 Face 

Amount	Current

 Face

 Amount	
    Escalating

Y/N(?)

If “Y"

Provide

Schedule*
	Beneficiary

 Name	Issuance

 Date	Expiry

 Date	Auto

 Renewal	
    Auto

Renewal 

Period/

Notice
	
    Date of

Amend

-ment
	Amount of

 Amend

-ment	Amount of any

 reimbursement

/Cash

 Collateral	Type of

 Amendment
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    J-1
Form of Letter of Credit Report


    


    

 


EXHIBIT K


 


FORM OF FOREIGN OBLIGOR OPINION


 


Form of Foreign Obligor Opinion


 


[To be delivered on letterhead of law firm in relevant
jurisdiction]


 


___________________ __, _____


 


	
    Bank of America, N.A., as Administrative Agent

    and Each of the Lenders Party to the Credit Agreement Referenced Below

    Agency Management

    540 W. Madison Street

    Mail Code: IL4-540-22-29

    Chicago, IL 60661
	 


 


Ladies and Gentlemen:


 


We
have acted as legal advisers in [relevant jurisdiction] to [entity name], which is [type of entity]
(the “Company”), in connection with the Company’s execution and delivery of the Designated Borrower Request and
Assumption Agreement (as defined in the Credit Agreement referenced below). This opinion is rendered to you in compliance with Section 2.14(a) of
the Second Amended and Restated Credit Agreement dated as of August 2, 2022 (as amended, restated, extended, supplemented or otherwise
modified through the date hereof, the “Credit Agreement”), among Avnet, Inc., a New York corporation, Avnet
Holding Europe BV, a Belgian privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders
from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. Capitalized
terms used and not otherwise defined in this opinion shall have the respective meanings assigned to them in the Credit Agreement, unless
the context otherwise requires.


 


On the basis of, and in reliance on, the foregoing
and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that:


 


		1.	The Company is a [describe entity] duly organized, validly existing [and in good standing
– if applicable in relevant jurisdiction] under the laws of [country], and has all requisite [company]
power and authority to own and operate its properties and to carry on its business as now conducted.



 


		2.	The Company possesses the capacity to sue or be sued in its own name and, to our knowledge, after due
inquiry at [please specify public registry], no steps have been or are being taken to appoint an administrator or a receiver,
liquidator, trustee or similar official or otherwise to commence administration, bankruptcy, liquidation, insolvency or other analogous
proceedings over or in respect of the Company or any of its assets.



 






    K-1
Form of Foreign Obligor Opinion


    


    

 


		3.	To our
                                            knowledge, after due inquiry, there is no pending or overtly threatened, action, suit, governmental
                                            or judicial investigation or governmental or judicial proceeding (including, without limitation,
                                            any action, suit, governmental or judicial investigation, or governmental or judicial proceeding
                                            under any environmental or labor law) before or by any court, or governmental department,
                                            commission, board, bureau, instrumentality, agency or arbitral authority, which calls into
                                            question the validity or enforceability of the Designated Borrower Request and Assumption
                                            Agreement or the Credit Agreement.



 




		4.	The
                                            execution, delivery and performance by the Company of the Designated Borrower Request and
                                            Assumption Agreement, and the performance by the Company of the Credit Agreement are within
                                            its [corporate] powers, have been duly authorized by all necessary [corporate]
                                            action and (a) do not contravene or constitute a default under (i) such
                                            Company’s [please specify organizational documents], (ii) any laws,
                                            rules or regulations of [country] applicable to the Company, or (iii) any
                                            contract, agreement, indenture, lease, instrument, commitment, judgment, writ, determination,
                                            order, decree or arbitral award of which we have knowledge after due inquiry of appropriate
                                            representatives of the Company, to which the Company is a party or by which the Company or
                                            any of its properties is bound and the contravention or default of which would have a Material
                                            Adverse Effect, and (b) does not or will not result in the creation or imposition of
                                            any lien, pledge, charge or encumbrance of any nature upon or with respect to any of the
                                            properties of the Company, except for the Liens that are either (i) permitted pursuant
                                            to the Credit Agreement [based upon factual representation of the Company in the Company
                                            Certificate that is addressed to us and to you], or (2) in your favor expressly
                                            created pursuant to the Loan Documents.



 


		5.	No
                                            authorization or approval or other action by, and no notice to or filing with, any national,
                                            state, provincial, local or other governmental authority or regulatory body of or in [country]
                                            is required for the due execution, delivery and performance of the Designated Borrower
                                            Request and Assumption Agreement, or the performance of the Credit Agreement, by the Company[,
                                            which, if not obtained or made, would adversely affect the enforceability of the Designated
                                            Borrower Request and Assumption Agreement or the Credit Agreement against the Company in
                                            [country].



 


		6.	The
                                            Designated Borrower Request and Assumption Agreement has been duly executed and delivered
                                            by the Company, and the Designated Borrower Request and Assumption Agreement and (by virtue
                                            of the Company’s execution of the Designated Borrower Request and Assumption Agreement)
                                            the Credit Agreement constitute the legal valid and binding obligations of such Company enforceable
                                            against such Company in accordance with their respective terms [Subject to standard
                                            local opinion law enforceability exceptions acceptable to the Administrative Agent].



 


		7.	There
                                            is no tax, levy, impost, deduction, charge or withholding imposed by [country]
                                            or any political subdivision or taxing authority on or by virtue of the execution, delivery,
                                            enforcement, recording or filing of the Designated Borrower Request and Assumption Agreement
                                            or the Credit Agreement or on any payment to be made by the Company under the Designated
                                            Borrower Request and Assumption Agreement or the Credit Agreement, other than court costs
                                            and fees that may be or become payable in connection with the enforcement of the Designated
                                            Borrower Request and Assumption Agreement or the Credit Agreement. [If acceptable to
                                            the Administrative Agent, identified items which in the aggregate are not material will be
                                            allowed, if identified and reasonably quantified.]



 






    K-2
Form of Foreign Obligor Opinion


    


    

 


		8.	It
                                            is not necessary (a) in order to enable the Administrative Agent, the Lenders or any
                                            of them to enforce their respective rights under the Designated Borrower Request and Assumption
                                            Agreement or the Credit Agreement or (b) solely by reason of the execution, delivery
                                            or performance of the Designated Borrower
Request and Assumption Agreement or the performance of the Credit Agreement, that any of them should be licensed, qualified or entitled
to carry on business in [country].



 




		9.	Neither the Administrative Agent nor the Lenders is or will be resident, domiciled, carrying on business
or subject to taxation in [country] solely by reason only of the execution, delivery, performance and/or enforcement of
the Designated Borrower Request and Assumption Agreement, or the performance and/or enforcement of the Credit Agreement.



 


		10.	Neither the Company nor any of its property has any immunity from the jurisdiction of any [country]
court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise).



 


		11.	In any action or proceeding arising out of or relating to the Designated Borrower Request and Assumption
Agreement or the Credit Agreement in any [country] court, such court would recognize and give effect to the provisions under
which the parties agree that the Designated Borrower Request and Assumption Agreement and the Credit Agreement shall be governed by, and
construed in accordance with, New York law. [If such court would not give effect to the choice of New York law by the parties, please
include an opinion that the Designated Borrower Request and Assumption Agreement and the Credit Agreement would be legal, valid, binding
and enforceable under the laws of the applicable jurisdiction.]



 


		12.	The submission to the non-exclusive jurisdiction of the state or federal courts located in the State of
New York by the Company contained in the Designated Borrower Request and Assumption Agreement and the Credit Agreement is valid and binding
on such Company and is not subject to revocation.



 


		13.	A final judgment of a state or federal court located in the State of New York relating to the Designated
Borrower Request and Assumption Agreement or the Credit Agreement would be enforced by [country] court without relitigation
on the underlying merits. [Description of required procedures and evidence that do not require relitigating the underlying merits
will, to the extent acceptable to the Administrative Agent, will be allowed.]



 


		14.	Awards
                                            rendered in U.S. Dollars will be recognized by a [describe country] court and
                                            there are no restrictions on the right of the Administrative Agent or any Lender to remove
                                            funds awarded in a proceeding in [country] from such jurisdiction. [Description
                                            of procedural requirements that do not impair the ability to remove funds awarded and are
                                            acceptable to the Administrative Agent will be allowed.]



 






    K-3
Form of Foreign Obligor Opinion


    


    

 


		15.	The rate or rates of interest provided for in the Credit Agreement, including all late payment charges
and the Default Rate provided for therein, do not and will not violate or conflict with, or give rise to any defense to payment of the
Obligations or to any claim, counterclaim, setoff or recoupment under, any usury or other law or regulation of [country]
governing the maximum rate of interest or amount of other charges that may be charged or incurred in transactions of the type contemplated
under the Designated Borrower Request and Assumption Agreement or the Credit Agreement.



 


Our opinions contained
herein are rendered solely in connection with the transactions contemplated under the Designated Borrower Request and Assumption
Agreement and the Credit Agreement and may not be relied upon in any manner by any Person other than the addressees hereof, any
successor or assignee of any addressee (including successive assignees) and any Person who shall acquire a participation interest in
the interest of any Lender (collectively, the “Reliance Parties”), or by any Reliance Party for any other
purpose. Our opinions herein shall not be quoted or otherwise included, summarized or referred to in any publication or document, in
whole or in part, for any purpose whatsoever, or furnished to any Person other than a Reliance Party (or a Person considering
whether to become a Reliance Party), except as may be required of any Reliance Party by applicable law or regulation or in
accordance with any auditing or oversight function or request of regulatory agencies to which a Reliance Party is subject.


 


	 	Yours truly,




 






    K-4
Form of Foreign Obligor Opinion


    


    

 


EXHIBIT L-1


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is made to that
certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe BV, a Belgian
privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Borrowers within the meaning of Sections 871(h)(3)(B) and 881(c)(3)(B) of the Code and (iv) it is not a controlled
foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.


 


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


 


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


 


	[NAME OF LENDER]	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	Date: ________ __, 20[ 
    ]	 




 






    L-1
Form of U.S. Tax Compliance Certificate


    


    

 


EXHIBIT L-2


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is made to that
certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe BV, a Belgian
privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Sections 871(h)(3)(B) and 881(c)(3)(B) of
the Code, and (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of
the Code.


 


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


 


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


 


	[NAME OF PARTICIPANT]	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	Date: ________ __, 20[  ]	 


 






    L-2
Form of U.S. Tax Compliance Certificate


    


    

 


EXHIBIT L-3


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is made to that
certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe BV, a Belgian
privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of
the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or
indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or
business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is
a ten percent shareholder of the Borrowers within the meaning of Sections 871(h)(3)(B) and 881(c)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of
the Code.


 


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


 


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


 


	[NAME OF PARTICIPANT]	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	Date: ________ __, 20[  ]	 


 






    L-3
Form of U.S. Tax Compliance Certificate


    


    

 


EXHIBIT L-4


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE


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


 


Reference is made to that
certain Second Amended and Restated Credit Agreement, dated as of August 2, 2022 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among Avnet, Inc., a New York corporation (the “Company”), Avnet Holding Europe BV, a Belgian
privately held limited liability company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrowers within the meaning of Sections 871(h)(3)(B) and 881(c)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as
described in Section 881(c)(3)(C) of the Code.


 


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


 


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


 


	[NAME OF LENDER]	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	DATE: ________ __, 20[  ]	 


 






    L-4
Form of U.S. Tax Compliance Certificate