Published CUSIP Number:__________

Revolving Credit CUSIP Number: __________

Term Loan CUSIP Number: __________






	
 

 



	 


$600,000,000


CREDIT AGREEMENT



dated as of December 3, 2014,


by and among


COPART, INC.,

as Borrower,


the Lenders referred to herein,

as Lenders,


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and Issuing Lender,


and


 


BANK OF AMERICA, N.A.,


as Syndication Agent


 


WELLS FARGO SECURITIES, LLC
and


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

as Joint Lead Arrangers and Joint Bookrunners

 

	


 

 


	 


 






 









TABLE OF CONTENTS

		 	 	   		   	Page
	ARTICLE I DEFINITIONS

	    	1	   
	SECTION 1.1

	   	   	   	Definitions

	   	    	1	   
	SECTION 1.2

	   	   	   	Other Definitions and Provisions

	   	    	30	   
	SECTION 1.3

	   	   	   	Accounting Terms

	   	    	30	   
	SECTION 1.4

	   	   	   	UCC Terms

	   	    	31	   
	SECTION 1.5

	   	   	   	Rounding

	   	    	31	   
	SECTION 1.6

	   	   	   	References to Agreement and Laws

	   	    	31	   
	SECTION 1.7

	   	   	   	Times of Day

	   	    	31	   
	SECTION 1.8

	   	   	   	Letter of Credit Amounts

	   	    	31	   
	SECTION 1.9

	   	   	   	Guarantees

	   	    	31	   
	SECTION 1.10

	   	   	   	Covenant Compliance Generally

	   	    	31	   
	ARTICLE II REVOLVING CREDIT FACILITY

	    	32	   
	SECTION 2.1

	   	   	   	Revolving Credit Loans

	   	    	32	   
	SECTION 2.2

	   	   	   	Swingline Loans

	   	    	32	   
	SECTION 2.3

	   	   	   	Procedure for Advances of Revolving Credit Loans and Swingline Loans

	   	    	33	   
	SECTION 2.4

	   	   	   	Repayment and Prepayment of Revolving Credit and Swingline Loans

	   	    	34	   
	SECTION 2.5

	   	   	   	Permanent Reduction of the Revolving Credit Commitment

	   	    	35	   
	SECTION 2.6

	   	   	   	Termination of Revolving Credit Facility

	   	    	36	   
	ARTICLE III LETTER OF CREDIT FACILITY

	    	36	   
	SECTION 3.1

	   	   	   	L/C Facility

	   	    	36	   
	SECTION 3.2

	   	   	   	Procedure for Issuance of Letters of Credit

	   	    	37	   
	SECTION 3.3

	   	   	   	Commissions and Other Charges

	   	    	37	   
	SECTION 3.4

	   	   	   	L/C Participations

	   	    	37	   
	SECTION 3.5

	   	   	   	Reimbursement Obligation of the Borrower

	   	    	38	   
	SECTION 3.6

	   	   	   	Obligations Absolute

	   	    	39	   
	SECTION 3.7

	   	   	   	Effect of Letter of Credit Application

	   	    	39	   
	SECTION 3.8

	   	   	   	Resignation of Issuing Lenders

	   	    	39	   
	SECTION 3.9

	   	   	   	Reporting of Letter of Credit Information and L/C Commitment

	   	    	40	   
	SECTION 3.10

	   	   	   	Letters of Credit Issued for Subsidiaries

	   	    	40	   
	ARTICLE IV TERM LOAN FACILITY

	    	40	   
	SECTION 4.1

	   	   	   	Initial Term Loan

	   	    	40	   


 



i













TABLE OF CONTENTS
 (continued)

		 	 	   		   	Page
	SECTION 4.2

	   	   	   	Procedure for Advance of Term Loan

	   	    	41	   
	SECTION 4.3

	   	   	   	Repayment of Term Loans

	   	    	41	   
	SECTION 4.4

	   	   	   	Prepayments of Term Loans

	   	    	42	   
	ARTICLE V GENERAL LOAN PROVISIONS

	    	43	   
	SECTION 5.1

	   	   	   	Interest

	   	    	43	   
	SECTION 5.2

	   	   	   	Notice and Manner of Conversion or Continuation of Loans

	   	    	44	   
	SECTION 5.3

	   	   	   	Fees

	   	    	45	   
	SECTION 5.4

	   	   	   	Manner of Payment

	   	    	45	   
	SECTION 5.5

	   	   	   	Evidence of Indebtedness

	   	    	46	   
	SECTION 5.6

	   	   	   	Sharing of Payments by Lenders

	   	    	47	   
	SECTION 5.7

	   	   	   	Administrative Agent’s Clawback

	   	    	47	   
	SECTION 5.8

	   	   	   	Changed Circumstances

	   	    	48	   
	SECTION 5.9

	   	   	   	Indemnity

	   	    	49	   
	SECTION 5.10

	   	   	   	Increased Costs

	   	    	49	   
	SECTION 5.11

	   	   	   	Taxes

	   	    	50	   
	SECTION 5.12

	   	   	   	Mitigation Obligations; Replacement of Lenders

	   	    	54	   
	SECTION 5.13

	   	   	   	Incremental Loans

	   	    	55	   
	SECTION 5.14

	   	   	   	Cash Collateral

	   	    	58	   
	SECTION 5.15

	   	   	   	Defaulting Lenders

	   	    	59	   
	ARTICLE VI CONDITIONS OF CLOSING AND BORROWING

	    	61	   
	SECTION 6.1

	   	   	   	Conditions to Closing and Initial Extensions of Credit

	   	    	61	   
	SECTION 6.2

	   	   	   	Conditions to All Extensions of Credit

	   	    	65	   
	ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

	    	65	   
	SECTION 7.1

	   	   	   	Organization; Power; Qualification

	   	    	65	   
	SECTION 7.2

	   	   	   	Ownership

	   	    	66	   
	SECTION 7.3

	   	   	   	Authorization; Enforceability

	   	    	66	   
	SECTION 7.4

	   	   	   	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.

	   	    	66	   
	SECTION 7.5

	   	   	   	Compliance with Law; Governmental Approvals

	   	    	67	   
	SECTION 7.6

	   	   	   	Tax Returns and Payments

	   	    	67	   
	SECTION 7.7

	   	   	   	Intellectual Property Matters

	   	    	67	   
	SECTION 7.8

	   	   	   	Environmental Matters

	   	    	67	   
	SECTION 7.9

	   	   	   	Employee Benefit Matters

	   	    	68	   


 



ii













TABLE OF CONTENTS
 (continued)

		 	 	   		   	Page
	SECTION 7.10

	   	   	   	Margin Stock

	   	    	69	   
	SECTION 7.11

	   	   	   	Government Regulation

	   	    	69	   
	SECTION 7.12

	   	   	   	Material Contracts

	   	    	69	   
	SECTION 7.13

	   	   	   	Employee Relations

	   	    	69	   
	SECTION 7.14

	   	   	   	Burdensome Provisions

	   	    	70	   
	SECTION 7.15

	   	   	   	Financial Statements

	   	    	70	   
	SECTION 7.16

	   	   	   	No Material Adverse Change

	   	    	70	   
	SECTION 7.17

	   	   	   	Solvency

	   	    	70	   
	SECTION 7.18

	   	   	   	Title to Properties

	   	    	70	   
	SECTION 7.19

	   	   	   	Litigation

	   	    	70	   
	SECTION 7.20

	   	   	   	Anti-Terrorism; Anti-Money Laundering

	   	    	71	   
	SECTION 7.21

	   	   	   	Absence of Defaults

	   	    	71	   
	SECTION 7.22

	   	   	   	Senior Indebtedness Status

	   	    	71	   
	SECTION 7.23

	   	   	   	Disclosure

	   	    	71	   
	SECTION 7.24

	   	   	   	Compliance with FCPA

	   	    	71	   
	ARTICLE VIII AFFIRMATIVE COVENANTS

	    	72	   
	SECTION 8.1

	   	   	   	Financial Statements and Budgets

	   	    	72	   
	SECTION 8.2

	   	   	   	Certificates; Other Reports

	   	    	73	   
	SECTION 8.3

	   	   	   	Notice of Litigation and Other Matters

	   	    	74	   
	SECTION 8.4

	   	   	   	Preservation of Corporate Existence and Related Matters

	   	    	75	   
	SECTION 8.5

	   	   	   	Maintenance of Property and Licenses

	   	    	75	   
	SECTION 8.6

	   	   	   	Insurance

	   	    	75	   
	SECTION 8.7

	   	   	   	Accounting Methods and Financial Records

	   	    	76	   
	SECTION 8.8

	   	   	   	Payment of Taxes and Other Obligations

	   	    	76	   
	SECTION 8.9

	   	   	   	Compliance with Laws and Approvals

	   	    	76	   
	SECTION 8.10

	   	   	   	Environmental Laws

	   	    	76	   
	SECTION 8.11

	   	   	   	Compliance with ERISA

	   	    	76	   
	SECTION 8.12

	   	   	   	[Reserved]

	   	    	76	   
	SECTION 8.13

	   	   	   	Visits and Inspections

	   	    	76	   
	SECTION 8.14

	   	   	   	Additional Subsidiaries

	   	    	77	   
	SECTION 8.15

	   	   	   	Use of Proceeds

	   	    	78	   
	SECTION 8.16

	   	   	   	Further Assurances

	   	    	78	   


 



iii













TABLE OF CONTENTS
 (continued)

		 	 	   		   	Page
	ARTICLE IX NEGATIVE COVENANTS

	    	78	   
	SECTION 9.1

	   	   	   	Indebtedness

	   	    	78	   
	SECTION 9.2

	   	   	   	Liens

	   	    	80	   
	SECTION 9.3

	   	   	   	Investments

	   	    	83	   
	SECTION 9.4

	   	   	   	Fundamental Changes

	   	    	85	   
	SECTION 9.5

	   	   	   	Asset Dispositions. Make any Asset Disposition except:

	   	    	86	   
	SECTION 9.6

	   	   	   	Restricted Payments

	   	    	86	   
	SECTION 9.7

	   	   	   	Transactions with Affiliates

	   	    	87	   
	SECTION 9.8

	   	   	   	Accounting Changes; Organizational Documents

	   	    	88	   
	SECTION 9.9

	   	   	   	Payments and Modifications of Subordinated Indebtedness

	   	    	88	   
	SECTION 9.10

	   	   	   	No Further Negative Pledges; Restrictive Agreements

	   	    	89	   
	SECTION 9.11

	   	   	   	Nature of Business

	   	    	90	   
	SECTION 9.12

	   	   	   	[Reserved]

	   	    	90	   
	SECTION 9.13

	   	   	   	Sale Leasebacks

	   	    	90	   
	SECTION 9.14

	   	   	   	[Reserved]

	   	    	90	   
	SECTION 9.15

	   	   	   	Financial Covenants

	   	    	90	   
	SECTION 9.16

	   	   	   	[Reserved]

	   	    	90	   
	SECTION 9.17

	   	   	   	Disposal of Subsidiary Interests

	   	    	90	   
	ARTICLE X DEFAULT AND REMEDIES

	    	90	   
	SECTION 10.1

	   	   	   	Events of Default

	   	    	90	   
	SECTION 10.2

	   	   	   	Remedies

	   	    	92	   
	SECTION 10.3

	   	   	   	Rights and Remedies Cumulative; Non-Waiver; etc.

	   	    	93	   
	SECTION 10.4

	   	   	   	Crediting of Payments and Proceeds

	   	    	94	   
	SECTION 10.5

	   	   	   	Administrative Agent May File Proofs of Claim

	   	    	95	   
	SECTION 10.6

	   	   	   	Credit Bidding

	   	    	95	   
	ARTICLE XI THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT

	    	96	   
	SECTION 11.1

	   	   	   	Appointment and Authority

	   	    	96	   
	SECTION 11.2

	   	   	   	Rights as a Lender

	   	    	96	   
	SECTION 11.3

	   	   	   	Exculpatory Provisions

	   	    	97	   
	SECTION 11.4

	   	   	   	Reliance by the Administrative Agent and/or Collateral Agent

	   	    	98	   
	SECTION 11.5

	   	   	   	Delegation of Duties

	   	    	98	   
	SECTION 11.6

	   	   	   	Resignation of Administrative Agent and/or Collateral Agent

	   	    	98	   


 



iv













TABLE OF CONTENTS
 (continued)

		 	 	   		   	Page
	SECTION 11.7

	   	   	   	Non-Reliance on Administrative Agent and Other Lenders

	   	    	99	   
	SECTION 11.8

	   	   	   	No Other Duties, Etc.

	   	    	100	   
	SECTION 11.9

	   	   	   	Collateral and Guaranty Matters

	   	    	100	   
	SECTION 11.10

	   	   	   	Secured Hedge Agreements and Secured Cash Management Agreements

	   	    	101	   
	ARTICLE XII MISCELLANEOUS

	    	101	   
	SECTION 12.1

	   	   	   	Notices

	   	    	101	   
	SECTION 12.2

	   	   	   	Amendments, Waivers and Consents

	   	    	103	   
	SECTION 12.3

	   	   	   	Expenses; Indemnity

	   	    	105	   
	SECTION 12.4

	   	   	   	Right of Setoff

	   	    	107	   
	SECTION 12.5

	   	   	   	Governing Law; Jurisdiction, Etc.

	   	    	108	   
	SECTION 12.6

	   	   	   	Waiver of Jury Trial

	   	    	108	   
	SECTION 12.7

	   	   	   	Reversal of Payments

	   	    	109	   
	SECTION 12.8

	   	   	   	Injunctive Relief

	   	    	109	   
	SECTION 12.9

	   	   	   	Successors and Assigns; Participations

	   	    	109	   
	SECTION 12.10

	   	   	   	Treatment of Certain Information; Confidentiality

	   	    	113	   
	SECTION 12.11

	   	   	   	Performance of Duties

	   	    	114	   
	SECTION 12.12

	   	   	   	All Powers Coupled with Interest

	   	    	114	   
	SECTION 12.13

	   	   	   	Survival

	   	    	114	   
	SECTION 12.14

	   	   	   	Titles and Captions

	   	    	114	   
	SECTION 12.15

	   	   	   	Severability of Provisions

	   	    	114	   
	SECTION 12.16

	   	   	   	Counterparts; Integration; Effectiveness; Electronic Execution

	   	    	114	   
	SECTION 12.17

	   	   	   	Term of Agreement

	   	    	115	   
	SECTION 12.18

	   	   	   	USA PATRIOT Act

	   	    	115	   
	SECTION 12.19

	   	   	   	Independent Effect of Covenants

	   	    	115	   
	SECTION 12.20

	   	   	   	No Advisory or Fiduciary Responsibility

	   	    	115	   
	SECTION 12.21

	   	   	   	Intercreditor Agreement

	   	    	116	   
	SECTION 12.22

	   	   	   	Inconsistencies with Other Documents

	   	    	116	   




v












 


	EXHIBITS	 	 
	Exhibit A-1	-	Form of Revolving Credit Note
	Exhibit A-2	-	Form of Swingline Note
	Exhibit A-3	-	Form of Term Loan Note
	Exhibit B	-	Form of Notice of Borrowing
	Exhibit C	-	Form of Notice of Account Designation
	Exhibit D	-	Form of Notice of Prepayment
	Exhibit E	-	Form of Notice of Conversion/Continuation
	Exhibit F	-	Form of Officer’s Compliance Certificate
	Exhibit G	-	Form of Assignment and Assumption
	Exhibit H-1	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
	Exhibit H-2	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
	Exhibit H-3	-	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
	Exhibit H-4	-	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
	 
	SCHEDULES
	Schedule 1.1(a)	-	Commitments and Commitment Percentages
	Schedule 2	-	Post-Closing Matters


 



vi







 


CREDIT AGREEMENT,
dated as of December 3, 2014, by and among COPART, INC., a Delaware corporation, as Borrower, the lenders who are party
to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.


STATEMENT OF PURPOSE


The Borrower has
requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed
to extend, certain credit facilities to the Borrower.


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


ARTICLE
I



DEFINITIONS


SECTION
1.1                 
Definitions. The following
terms when used in this Agreement shall have the meanings assigned to them below:


“Acquisition”
shall have the meaning set forth in the definition of Permitted Acquisition.


“Additional
Pari Passu Agreement” has the meaning set forth in the Intercreditor Agreement.


“Additional Pari Passu Debt”
shall mean any Indebtedness incurred by any Credit Party so long as (a) such Indebtedness is secured equally and ratably by the
Collateral and the holders of such Indebtedness or a collateral agent for such holder executed a joinder to the Intercreditor Agreement
in accordance with the terms thereof, (b) the representations, covenants and events of default in respect of such Indebtedness
shall be no more restrictive (taken as a whole) on the applicable Credit Party than the representations, covenants and Events of
Default contained in this Agreement (as determined by the Borrower in good faith) and (c) the final maturity date of such Indebtedness
shall be no earlier than the Revolving Credit Maturity Date or the Term Loan Maturity Date and such Indebtedness shall have a Weighted
Average Life to Maturity no shorter than the Loans.


 


“Administrative
Agent” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant
to Section 11.6.


“Administrative
Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the
provisions of Section 12.1(c).


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


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


“Agreement”
means this Credit Agreement.


 






 


 


“Applicable
Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits,
licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts
and arbitrators.


“Applicable
Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Total Net Leverage
Ratio:


	Pricing Level	Consolidated Total Net Leverage Ratio	Commitment Fee	LIBOR +	Base Rate +
	I	Less than 1.00 to 1.00	0.20%	1.25%	0.25%
	II	Greater than or equal to 1.00 to 1.00, but less than 2.00 to 1.00	0.20%	1.50%	0.50%
	III	Greater than or equal to 2.00 to 1.00, but less than 3.00 to 1.00	0.30%	1.75%	0.75%
	IV	Greater than or equal to 3.00 to 1.00	0.35%	2.00%	1.00%
	 	 	 	 	 


The Applicable Margin shall be determined
and adjusted quarterly on the first Business Day after the day on which the Borrower provides an Officer’s Compliance Certificate
pursuant to Section 8.2(a) for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation
Date”); provided that (a) the Applicable Margin shall be based on Pricing Level II until the first Calculation
Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total
Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation
Date, and (b) if the Borrower fails to provide an Officer’s Compliance Certificate when due as required by Section 8.2(a)
for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from
the date on which such Officer’s Compliance Certificate was required to have been delivered shall be based on Pricing Level
IV until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing Level shall be determined
by reference to the Consolidated Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower
preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation
Date. Any adjustment in the Pricing Level shall be applicable to all Extensions of Credit then existing or subsequently made or
issued.


Notwithstanding the foregoing, in the
event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2(a)
is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect,
or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s
Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable
Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period,
then (A) the Borrower shall immediately deliver to the Administrative Agent a corrected Officer’s Compliance Certificate
for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated
Total Net Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and
(C) the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional
interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly
applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights
of the Administrative Agent and Lenders with respect to Sections 5.1(b) and 10.2 nor any of their other rights
under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination
of the Commitments and the repayment of all other Obligations hereunder.



2








 


The Applicable Margins set forth above
shall be increased as, and to the extent, required by Section 5.13.


“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.


“Arranger”
means, collectively, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacities
as joint lead arrangers and joint bookrunners.


“Asset
Disposition” means the sale, transfer, license, lease or other disposition of any Property (including any disposition
by any Person of Equity Interests of another Person) by any Credit Party or any Subsidiary thereof, and any issuance of Equity
Interests by any Subsidiary of the Borrower to any Person that is not a Credit Party or any Subsidiary thereof or that constitute
directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or
one or more of its Wholly-Owned Subsidiaries. The term “Asset Disposition” shall not include (a) the sale of
inventory in the ordinary course of business, (b) sales of non-core assets in connection with a transaction permitted by Section
9.3, (c) the transfer of assets pursuant to any other transaction permitted pursuant to Section 9.4, (d) the write-off,
discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business
and not undertaken as part of an accounts receivable financing transaction, (e) the disposition of any Hedge Agreement, (f) dispositions
of Investments in cash and Cash Equivalents, (g) the transfer by any Credit Party of its assets to any other Credit Party, (h)
the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new
transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good
faith at the time of such transfer), (i) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor
Subsidiary, (j) the granting, creation or existence of a Permitted Lien, (k) the surrender or waiver of contract rights or litigation
claims or the settlement, release or surrender of tort or litigation claims of any kind, (l) the transfer of improvements or alterations
in connection with any lease of property upon the termination thereof, (m) the abandonment, lapse, or transfer of any domain name,
trademark or other intellectual property right that is not material to the business of the Borrower and its Subsidiaries, taken
as a whole, (n) any Restricted Payment permitted by Section 9.6, (o) any Investment permitted by Section 9.3, (p)
any sale, transfer, license, lease or other disposition of any Property (in one transaction or a series of related transactions)
with an aggregate fair market value of $5,000,000 or less, (q) foreclosure on assets by reason of eminent domain, (r) sales, transfers
or other dispositions of assets acquired pursuant to a Permitted Acquisition that in the judgment of the Borrower’s management
are not necessary or desirable to carry out the Borrower’s business plans, to the extent binding agreements or letters of
intent providing for such sales, transfers or other dispositions are entered into within 12 months after the acquisition of such
assets, (s) sales, transfers or other dispositions in respect of joint ventures to the extent required by, or made pursuant to,
customary buy/sell arrangements between joint venture parties as set forth in the applicable joint venture agreement or similar
arrangement and (t) sales, transfers or other dispositions to any Subsidiary of international rights to the Borrower’s or
any of its Subsidiary’s patents, trademarks, copyrights, trade secrets or other intellectual property rights.


“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 12.9), and accepted by the Administrative Agent, in substantially
the form attached as Exhibit G or any other form approved by the Administrative Agent.


“Attributable
Indebtedness” means, on any date of determination, (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, and (b) in
respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease
that


3






 


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.


“Available
Amount” means, on any date of determination, an aggregate amount equal to the sum of (a) $200,000,000 plus (b)
50% of cumulative Excess Cash Flow of the Borrower and its Subsidiaries for each fiscal quarter (beginning with the fiscal quarter
ended January 31, 2015) minus (c) the amount of any Investments and Restricted Payments made using the Available Amount.


“Base Rate”
means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) LIBOR for
an Interest Period of one month plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding
change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (provided that clause (c) shall not be applicable
during any period in which LIBOR is unavailable or unascertainable).


“Base Rate
Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).


“Borrower”
means Copart, Inc., a Delaware corporation.


“Business
Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday,
Sunday or legal holiday on which banks in Charlotte, North Carolina and New York, New York, are open for the conduct of their commercial
banking business and (b) with respect to all notices and determinations in connection with, and payments of principal and
interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any
day that is a Business Day described in clause (a) and that is also a London Banking Day.


“Calculation
Date” has the meaning assigned thereto in the definition of Applicable Margin.


“Capital
Expenditures” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period, the additions
to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of
cash flows of such Person for such period prepared in accordance with GAAP, but excluding expenditures for the restoration, repair
or replacement of any fixed or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the
proceeds of an insurance policy maintained by such Person.


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


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


“Cash Collateralize”
means, to deposit in a Controlled Account or to pledge and deposit with, or deliver to the Administrative Agent, or directly to
the applicable Issuing Lender (with notice thereof to the Collateral Agent), for the benefit of one or more of the Issuing Lenders,
the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in
respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable
Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit


4






 


support, in each case
pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, such Issuing Lender and the
Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall
include the proceeds of such cash collateral and other credit support.


“Cash Collateralized
Letters of Credit” means any cash collateralized letters of credit (other than Letters of Credit issued hereunder) or
bank guarantees issued by Bank of America, N.A. or Wells Fargo Bank (or other banks in jurisdictions in which neither Bank of America,
N.A. nor Wells Fargo Bank can issue letters of credit or bank guarantees) issued on behalf of the Borrower or its Subsidiaries.


“Cash Equivalents”
means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency
thereof maturing within twelve (12) months from the date of acquisition thereof, (b) commercial paper maturing no more than
six (6) months from the date of creation thereof and currently having the one of the two highest ratings obtainable from either
S&P or Moody’s, (c) certificates of deposit maturing no more than six (6) months from the date of creation thereof
issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided
profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency,
(d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings
banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC
and in amounts not exceeding the maximum amounts of insurance thereunder, (e) investments, classified in accordance with GAAP as
current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered
by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments
of the character described in the foregoing subdivisions (a) through (d), (f) solely in the case of any Foreign Subsidiary, investments,
instruments or securities equivalent to those referred to in clauses (a) through (e) of this definition denominated in any
foreign currency that is the local currency of such Foreign Subsidiary, and (g) any other investments (whether short term or long
term) permitted by the Borrower’s cash investment policy approved by the Borrower’s board of directors (or a committee
thereof) as such policy is in effect, and as disclosed to the Administrative Agent, prior to the Closing Date (and as amended,
restated, supplemented or otherwise modified from time to time, it being understood that any new investments permitted under such
policy shall constitute Cash Equivalents for purposes of this Agreement only with the consent (such consent not to be unreasonably
withheld) of the Administrative Agent.


“Cash Management
Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit
or debit card (including non-card electronic payables), electronic funds transfer and other cash management arrangements.


“Cash Management
Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender,
an Affiliate of a Lender, the Administrative Agent or the Collateral Agent or an Affiliate of the Administrative Agent or the Collateral
Agent, or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Cash Management
Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management Agreement.


“Change
in 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 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) other than the Permitted Investors becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under


5






 


the Exchange
Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all
Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty –five
percent (35%) or more of the Equity Interests of the Borrower entitled to vote in the election of members of the board of directors
(or equivalent governing body) of the Borrower; or


(b)               
there shall have occurred under any indenture or other instrument evidencing the Senior Notes or any Indebtedness
in excess of the Threshold Amount any “change in control” or similar provision (as set forth in the indenture, agreement
or other evidence of such Indebtedness), but excluding any “change of control” or similar defined term resulting solely
from the failure of the Borrower’s common stock to be listed or quoted on a national securities exchange, obligating the
Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness provided for therein.


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


“Class”
means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan, Swingline Loan or Term Loan and, when
used in reference to any Commitment, whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment.


“Closing
Date” means the date of this Agreement.


“Code”
means the Internal Revenue Code of 1986.


“Collateral”
means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents.


“Collateral
Agent” means Wells Fargo Bank, National Association, in its capacity as Collateral Agent under the Intercreditor Agreement
and the Security Documents, or any successor Collateral Agent.


“Commitment
Fee” has the meaning assigned thereto in Section 5.3(a).


“Commitment
Percentage” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage or Term Loan Percentage,
as applicable.


“Commitments”
means, collectively, as to all Lenders, the Revolving Credit Commitments and the Term Loan Commitments of such Lenders.


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


“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.


6






 



“Consolidated”
means, when used with reference to financial statements or financial statement items of any Person, such statements or items on
a consolidated basis in accordance with applicable principles of consolidation under GAAP.


“Consolidated
EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for
the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the
following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) the provision
for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, including, without
limitation, any franchise taxes or other taxes based on income, profits or capital and all other taxes that are included in the
provision for income tax line item on the consolidated income statement of the Borrower and its Subsidiaries for such period, (ii)
Consolidated Interest Expense, (iii) amortization, depreciation and other non cash charges or expenses (except to the extent that
such non-cash charges are reserved for cash charges to be taken in the future), (iv) extraordinary losses (excluding extraordinary
losses from discontinued operations), (v) cash acquisition related expenses, whether or not any acquisition is successful, and
cash restructuring, integration and related charges or expenses (which for the avoidance of doubt, include retention, severance,
systems establishment costs, contract termination costs, future lease commitments, and costs to consolidate facilities and relocate
employees) in an aggregate amount for all add-backs pursuant to this clause (v) not to exceed an amount equal to 4% of Consolidated
EBITDA for the period of four (4) consecutive fiscal quarters most recently ended prior to the date of determination for which
financial statements have been provided pursuant to this Agreement, and (vi) Transaction Costs, less (c) the sum of the following,
without duplication, to the extent included in determining Consolidated Net Income for such period: (i) interest income, (ii) any
extraordinary gains and (iii) non-cash gains or non-cash items increasing Consolidated Net Income. For purposes of this Agreement,
Consolidated EBITDA shall be adjusted on a Pro Forma Basis.


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period
of four (4) consecutive fiscal quarters ending on or immediately prior to such date to (b) Consolidated Interest Expense for
the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date


“Consolidated
Interest Expense” means, for any period, the sum of the following determined on a Consolidated basis, without duplication,
for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including, without limitation, interest expense
attributable to Capital Lease Obligations and all net payment obligations pursuant to Hedge Agreements), premium payments, debt
discounts and fees, charges and related expenses incurred in connection with the deferred purchase price of assets, for such period.


“Consolidated
Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined
on a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income
of the Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other
than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint
interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries
by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date
it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of
its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent included
pursuant to the foregoing clause (a), (c) the net income (if positive) of any Subsidiary to the extent that the declaration
or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income
(i) is not at the time permitted by operation of the terms of its charter or any agreement,


7






 


instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes
payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes and (d) any gain or
loss from Asset Dispositions during such period.


“Consolidated Total Assets”
means, as of any date of determination, with respect to the Borrower and its Subsidiaries on a Consolidated basis, total assets,
as determined in accordance with GAAP applied on a consistent basis.


 


“Consolidated
Total Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated
basis without duplication, the sum of the outstanding principal amount of all Indebtedness of the Borrower and its Subsidiaries
described in clauses (a) through (d) and clauses (f), (g) and, solely with respect to the foregoing, clause (i) of the definition
of Indebtedness; provided, however, the Cash Collateralized Letters of Credit shall be excluded from this definition so
long as they are fully cash collateralized.


“Consolidated
Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on
such date minus the sum of (i) 100% of the amount of unrestricted cash and Cash Equivalents on the balance sheet of the
Borrower with respect to the Borrower and its Domestic Subsidiaries and (ii) 66% of the amount of unrestricted cash and Cash Equivalents
on the balance sheet of the Borrower with respect to its Foreign Subsidiaries to (b) Consolidated EBITDA for the period of four
(4) consecutive fiscal quarters ending on or immediately prior to such date.


“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.


“Controlled
Account” means each deposit account and securities account that is subject to an account control agreement in form and
substance reasonably satisfactory to the Administrative Agent and each of the applicable Issuing Lenders that is entitled to Cash
Collateral hereunder at the time such control agreement is executed.


“Credit
Facility” means, collectively, the Revolving Credit Facility, the Term Loan Facility, the Swingline Facility and the
L/C Facility.


“Credit
Parties” means, collectively, the Borrower and the Guarantors.


“Debt Issuance”
means the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Subsidiaries.


“Debtor
Relief Laws” means the Bankruptcy Code of the United States of America, 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.


“Default”
means any of the events specified in Section 10.1 which with the passage of time, the giving of notice or any other
condition, would constitute an Event of Default.


“Defaulting
Lender” means, subject to Section 5.15(b), any Lender that (a) has failed to (i) fund all or any portion
of the Revolving Credit Loans, any Term Loan, participations in L/C Obligations or participations in Swingline Loans required to
be funded by it hereunder within two Business Days of the


8






 


date such Loans or
participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower 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 Issuing Lender, the Swingline 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 Swingline Loans) within
two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Lender or the Swingline
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 Borrower, to confirm in writing to
the Administrative Agent and the Borrower 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 Borrower), 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, or (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 FDIC or any other state or federal regulatory authority acting in such a capacity; 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 shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to Section 5.15(b)) upon delivery of written notice of such determination
to the Borrower, each Issuing Lender, the Swingline Lender and each Lender.


“Disclosure
Letter” means the disclosure letter dated as of the date hereof delivered by the Borrower to the Administrative Agent
for the benefit of the Lenders.


“Disqualified
Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest
into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a)  mature
or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise
(except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a
change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that
are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other
than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part,
(c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date
that is 91 days after the Term Loan Maturity Date; provided that if such Equity Interests is issued pursuant to a plan for
the benefit of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute


9





 


Disqualified Equity
Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations.


“Dollars”
or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.


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


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 12.9(b)(iii), (v)
and (vi) (subject to such consents, if any, as may be required under Section 12.9(b)(iii)).


“Employee
Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained
for employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time
within the preceding six (6) years been maintained, funded or administered for the employees of any Credit Party or any current
or former ERISA Affiliate.


“Environmental
Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,
accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person
in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating
in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or
any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to public
health or the environment.


“Environmental
Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards
and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the
protection of public health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation
of Hazardous Materials.


“Equity
Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in
the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company,
membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to
purchase any of the foregoing.


“Equity
Issuance” means (a) any issuance by the Borrower of shares of its Equity Interests to any Person that is not a Credit
Party (including, without limitation, in connection with the exercise of options or warrants or the conversion of any debt securities
to equity) and (b) any capital contribution from any Person that is not a Credit Party into any Credit Party or any Subsidiary
thereof. The term “Equity Issuance” shall not include (A) any Asset Disposition or (B) any Debt Issuance.


10






 


“ERISA”
means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder.


“ERISA
Affiliate” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer
within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.


“Eurodollar
Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without
limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities
for a member bank of the Federal Reserve System in New York City.


“Event
of Default” means any of the events specified in Section 10.1; provided that any requirement for passage
of time, giving of notice, or any other condition, has been satisfied.


“Excess
Cash Flow” means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any Fiscal
Year:


(a)               
the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) an amount equal to the amount
of all non-cash charges to the extent deducted in determining Consolidated Net Income for such Fiscal Year and (iii) decreases
in Working Capital for such Fiscal Year, minus


(b)               
the sum, without duplication, of (i) the aggregate amount of cash (A) actually paid by the Borrower and its Subsidiaries
during such Fiscal Year on account of Capital Expenditures and Permitted Acquisitions (other than any amounts that were committed
during a prior Fiscal Year to the extent such amounts reduced Excess Cash Flow in such prior Fiscal Year per clause (b)(i)(B)
below) and, (B) committed during such Fiscal Year to be used to make Capital Expenditures or Permitted Acquisitions which in either
case have been actually made or consummated or for which a binding agreement exists as of the time of determination of Excess Cash
Flow for such Fiscal Year (in each case under this clause (i) other than to the extent any such Capital Expenditure, Permitted
Acquisition or other Investment is made or is expected to be made with the proceeds of Indebtedness, any Equity Issuance, casualty
proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA), (ii) the aggregate amount
of all scheduled principal payments or repayments of Indebtedness (other than mandatory prepayments of Loans) made by the Borrower
and its Subsidiaries during such Fiscal Year, but only to the extent that such payments or repayments by their terms cannot be
reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iii) voluntary
principal prepayments of the Term Loan, the Senior Notes and voluntary prepayments or repayments of Revolving Credit Loans to the
extent that the Revolving Credit Commitment is permanently reduced by an equal amount at the time of such payment or prepayment,
(iv) an amount equal to the amount of all non-cash credits to the extent included in determining Consolidated Net Income for such
Fiscal Year and (v) increases to Working Capital for such Fiscal Year.


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.


“Excluded
Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion
of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security
interest to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange
Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official


11






 


interpretation of
any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such
Credit Party or the grant of such security interest becomes effective with respect to such Swap Obligation (such determination
being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit
Party). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the
portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal
for the reasons identified in the immediately preceding sentence of this definition.


“Excluded
Subsidiary” means (a) each Domestic Subsidiary that is an Immaterial Subsidiary as of the Closing Date and listed on
Schedule 1.1(b) to the Disclosure Letter and each future Domestic Subsidiary which is an Immaterial Subsidiary, in each case, for
so long as such Subsidiary remains an Immaterial Subsidiary, (b) any Subsidiary substantially all of the assets of which consist
of Equity Interests in Foreign Subsidiaries (a “FSHCO”), (c) each Subsidiary that is a Subsidiary of a Foreign
Subsidiary, (d) any Person where a Guarantee is prohibited or restricted by contracts (so long as such contract or replacement
or renewal thereof is in effect) with an unaffiliated third party existing on the Closing Date or at the time of the acquisition
of such Subsidiary and not entered into in contemplation thereof or Applicable Law (including any requirement to obtain Governmental
Authority or third party consent), or would result in material adverse tax consequences as reasonably determined by the Borrower
in consultation with the Administrative Agent, (e) any special purpose entity, (f) any Foreign Subsidiary, other than any Foreign
Subsidiary owned directly by a Credit Party if such Foreign Subidiary (i) is disregarded for U.S. federal income tax purposes and
(ii) is not a FSHCO or (g) any other Domestic Subsidiaries to the extent the Administrative Agent and Borrower mutually determine
that the cost and/or burden of obtaining the Guarantee outweigh the benefit to Lenders.


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that otherwise are Other Connection Taxes, (b) in the case of a Lender, United States 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 Borrower under Section 5.12(b))
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.11,
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 5.11(g) and (d) any United States federal withholding Taxes imposed
under FATCA.


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of December 14, 2010, between Copart, Inc. and Bank of
America, N.A., as amended, restated, amended and restated or otherwise modified from time to time.


“Extensions
of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal
amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment
Percentage of the L/C Obligations then outstanding, (iii) such Lender’s Revolving Credit Commitment Percentage of the
Swingline Loans then outstanding and (iv) the aggregate principal amount of the Term Loans made by such Lender then outstanding,
or


12






 


(b) the making
of any Loan or participation in any Letter of Credit by such Lender, as the context requires.


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


“FDIC”
means the Federal Deposit Insurance Corporation.


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a
Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, such rate
shall be determined based on the average of the quotation for such day on such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by the Administrative Agent.


“Fee Letters”
means (a) the separate engagement letter agreement dated November 4, 2014, by and among the Borrower, Wells Fargo and Bank
of America, N.A. and (b) any letter between the Borrower and any Issuing Lender relating to certain fees payable to such Issuing
Lender in its capacity as such.


“First
Tier Foreign Subsidiary” means any Foreign Subsidiary that is a “controlled foreign corporation” within the
meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any Credit Party.


“Fiscal
Year” means the fiscal year of the Borrower and its Subsidiaries ending on July 31.


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


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


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


“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.


13





 


 


“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
Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations
and filings with or issued by, any Governmental Authorities.


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


“Guarantee” of or
by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming 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 (whether in whole or in part); provided, however, that the term “Guarantee” shall not include
any liability by endorsement of instruments for collection or deposit in the ordinary course of business or any customary and reasonable
indemnity obligations entered into in the ordinary course of business or in connection with any transaction permitted hereby.


“Guarantors”
means, collectively, all direct and indirect Subsidiaries of the Borrower (other than Excluded Subsidiaries) in existence on the
Closing Date or which become a party to the Guaranty Agreement pursuant to Section 8.14.


“Guaranty
Agreement” means the unconditional guaranty agreement of even date herewith executed by the Borrower and Guarantors in
favor of the Administrative Agent, for the ratable benefit and the Secured Parties, which shall be in form and substance acceptable
to the Administrative Agent.


“Hazardous
Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances,
pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the
environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or
remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit
or license under any Environmental Law or other Governmental Approval, (e) which are deemed by a Governmental Authority to
constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, or (f) which
contain, without


14






 


limitation, asbestos,
polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude
oil, nuclear fuel, natural gas or synthetic gas.


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


“Hedge
Bank” means any Person that, (a) at the time it enters into a Hedge Agreement with a Credit Party permitted under Article
IX, is a Lender, an Affiliate of a Lender, the Administrative Agent or the Collateral Agent or an Affiliate of the Administrative
Agent or the Collateral Agent or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party
to a Hedge Agreement with a Credit Party, in each case in its capacity as a party to such Hedge Agreement.


“Hedge
Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any
legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge
Agreements 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 Hedge
Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer
in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).


“Immaterial
Subsidiary” means, any Domestic Subsidiary that owns 5% or less of consolidated assets of the Credit Parties and their
Subsidiaries at the end of any fiscal quarter or generates 5% or less of Consolidated EBITDA of the Credit Parties and their Subsidiaries
for any period of four consecutive fiscal quarters, in each case determined by reference to the most recently ended fiscal quarter
for which financial statements have been provided by the Borrower pursuant to this Agreement; provided however, at
no time shall all Immaterial Subsidiaries that have not become Guarantors in the aggregate own more than 15% of consolidated assets
at the end of any fiscal quarter or generate more than 15% of Consolidated EBITDA of the Credit Parties and their Subsidiaries
for any period of four consecutive fiscal quarters, in each case determined by reference to the most recently ended fiscal quarter
for which financial statements have been provided by the Borrower pursuant to this Agreement.


“Increased
Amount Date” has the meaning assigned thereto in Section 5.13(a).


“Incremental
Lender” has the meaning assigned thereto in Section 5.13(a).


“Incremental
Loan Commitments” has the meaning assigned thereto in Section 5.13(a)(ii).


“Incremental
Loans” has the meaning assigned thereto in Section 5.13(a)(ii).


15






 


 


“Incremental
Revolving Credit Commitment” has the meaning assigned thereto in Section 5.13(a)(ii).


“Incremental
Revolving Credit Increase” has the meaning assigned thereto in Section 5.13(a)(ii).


“Incremental
Term Loan” has the meaning assigned thereto in Section 5.13(a)(i).


“Incremental
Term Loan Commitment” has the meaning assigned thereto in Section 5.13(a)(i).


“Indebtedness”
means, with respect to any Person at any date and without duplication, the sum of the following:


(a)               
all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced
by bonds, debentures, notes or other similar instruments of any such Person;


(b)               
all obligations to pay the deferred purchase price of property or services of any such Person, (i) except trade payables
arising in the ordinary course of business not more than ninety (90) days past due, or that are currently being contested in good
faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books
of such Person, (ii) intercompany charges of expenses, deferred revenue and other accrued liabilities (including deferred payments
in respect of services by employees), in each case incurred in the ordinary course of business, and (iii) any earn-out obligation
or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person
in accordance with GAAP);


(c)               
the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic
Leases (regardless of whether accounted for as indebtedness under GAAP);


(d)               
all obligations of such Person under conditional sale or other title retention agreements relating to property purchased
by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements
with suppliers entered into in the ordinary course of business);


(e)               
all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary
course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


(f)                
all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether
or not drawn, including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account
of any such Person;


(g)               
all obligations of any such Person in respect of Disqualified Equity Interests;


(h)               
all net obligations of such Person under any Hedge Agreements; and


(i)                 
all Guarantees of any such Person with respect to any of the foregoing.


16






 

 


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, unless
such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on
any date shall be deemed to be the Hedge Termination Value thereof as of such date.


“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 Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


“Initial
Term Loan” means the term loan made, or to be made, to the Borrower by the Term Loan Lenders pursuant to Section 4.1.


“Insurance
and Condemnation Event” means the receipt by any Credit Party or any of its Subsidiaries of any cash insurance proceeds
or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to
any of their respective Property.


“Intercreditor
Agreement” means that certain intercreditor and collateral agency agreement, dated as of the Closing Date, by and among
the Administrative Agent, the Collateral Agent, the Noteholders and the Credit Parties, in form and substance satisfactory to the
Collateral Agent.


“Interest
Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted
to or continued as a LIBOR Rate Loan and ending on the date one (1), two (2), three (3), or six (6) months or, if agreed by all
of the relevant Lenders twelve (12) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice
of Conversion/Continuation and subject to availability; provided that:


(a)               
the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case
of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately
preceding Interest Period expires;


(b)               
if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire
on the next succeeding Business Day; provided that if any Interest Period with respect to a LIBOR Rate Loan would otherwise
expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the immediately preceding Business Day;


(c)               
any Interest Period with respect to a LIBOR 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 relevant calendar month at the end of such Interest Period;


(d)               
no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable,
and Interest Periods shall be selected by the Borrower so as to permit the Borrower to make the quarterly principal installment
payments pursuant to Section 4.3 without payment of any amounts pursuant to Section 5.9; and


(e)               
there shall be no more than six (6) Interest Periods in effect at any time.


“IRS”
means the United States Internal Revenue Service.


17






 


 


“ISP98”
means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication
No. 590.


“Issuing
Lender” means Wells Fargo Bank, National Association.


“L/C Commitment”
means, as to the Issuing Lender, the obligation of the Issuing Lender to issue Letters of Credit for the account of the Borrower
or one or more of its Subsidiaries from time to time in an aggregate amount equal to the L/C Sublimit.


“L/C Facility”
means the letter of credit facility established pursuant to Article III.


“L/C Obligations”
means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters
of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.


“L/C Participants”
means, with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the applicable
Issuing Lender.


“L/C Sublimit”
means the lessor of (a) THIRTY FIVE MILLION DOLLARS ($35,000,000) and (b) the Revolving Credit Commitment.


“Lender”
means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party
to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 5.13, other than any
Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires,
the term “Lenders” includes the Swingline Lender.


“Lender
Joinder Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent
delivered in connection with Section 5.13.


“Lending
Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.


“Letter
of Credit Application” means an application, in the form specified by the applicable Issuing Lender from time to time,
requesting such Issuing Lender to issue a Letter of Credit.


“Letters
of Credit” means the collective reference to letters of credit issued pursuant to Section 3.1. Notwithstanding
anything to the contrary contained herein, a letter of credit issued by any Issuing Lender (other than Wells Fargo at any time
it is also acting as Administrative Agent) shall not be a “Letter of Credit” for purposes of the Loan Documents until
such time as the Administrative Agent has been notified in writing of the issuance thereof by the applicable Issuing Lender.


“LIBOR”
means,


(a)               
for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on
the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen
LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to
the first day of the applicable Interest Period. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or
any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average
of the rate per annum at which deposits in Dollars would be offered by first class


18






 


banks in the
London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior
to the first day of the applicable Interest Period for a period equal to such Interest Period.


(b)               
for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on
the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination
of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00
a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business
Day. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR”
for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which
deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately
11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.
Notwithstanding the foregoing, for purposes of this Agreement, LIBOR shall in no event be less than 0.00% at any time (and if less
than 0.00%, shall be deemed to be 0.00%).


 


Each calculation
by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.


“LIBOR
Rate” means a rate per annum determined by the Administrative Agent pursuant to the following formula:


	LIBOR Rate =	LIBOR
	 	1.00-Eurodollar Reserve Percentage


 


“LIBOR
Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).


“Lien”
means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance
of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any
asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement relating to such asset.


“Loan Documents”
means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, the Guaranty Agreement,
the Disclosure Letter, the Fee Letters, the Intercreditor Agreement and each other document, instrument, certificate and agreement
executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative
Agent, the Collateral Agent or any Secured Party in connection with this Agreement or otherwise referred to herein or contemplated
hereby (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement).


“Loans”
means the collective reference to the Revolving Credit Loans, the Term Loan and the Swingline Loans, and “Loan” means
any of such Loans.


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


19






 


 


“Material
Adverse Effect” means, with respect to the Borrower and its Subsidiaries, (a) a material adverse effect on the operations,
business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of such Persons, taken as
a whole, (b) a material impairment of the ability of any such Person to perform its obligations under the Loan Documents to which
it is a party, (c) a material impairment of the rights and remedies of the Administrative Agent, the Collateral Agent or any Lender
under any Loan Document or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against
any Credit Party of any Loan Document to which it is a party.


“Material
Contract” means each of the agreements listed as exhibits to the Borrower’s Annual Report on Form 10-K for the
year ended July 31, 2014, included therein pursuant to the requirements of clauses (2), (4), (9) or (10) of Item 601(b) of Regulation
S-K promulgated under the Securities Act of 1933 (other than those which have expired, terminated or are otherwise no longer in
effect).


“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances,
an amount equal to 103% of the sum of (i) the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued
and outstanding at such time and (ii) the Fronting Exposure of the Swingline Lender with respect to all Swingline Loans outstanding
at such time and (b) otherwise, an amount reasonably determined by the Administrative Agent and each of the applicable Issuing
Lenders that is entitled to Cash Collateral hereunder at such time in their sole discretion.


“Minimum Liquidity” shall
mean, as of any date of determination with respect to the Credit Parties, unused availability under the Revolving Credit Facility
plus (a) 100% of the amount of unrestricted cash and Cash Equivalents of Borrower and its Domestic Subsidiaries and (b) 66% of
the amount of unrestricted cash and Cash Equivalents of Borrower’s Foreign Subsidiaries, in each case as of such date. For
the avoidance of doubt, cash shall not be deemed restricted by reason of the existence of (i) Liens granted pursuant to the Security
Agreement (other than Cash Collateral under Section 5.14), (ii) restrictions on the use of cash imposed under this Agreement, any
Private Placement Note Purchase Agreement or any Additional Pari Passu Debt or (iii) common law rights of setoff in favor of depository
institutions.


 


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


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party
or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within
the preceding six (6) years.


“Net Cash
Proceeds” means, as applicable, (a) with respect to any Asset Disposition or Insurance and Condemnation Event, the
gross proceeds received by any Credit Party or any of its Subsidiaries therefrom in the form of cash and Cash Equivalents (including
any such proceeds in the form of any deferred payment pursuant to, or by monetization of, a note receivable or otherwise, as and
when received) less the sum of (i) in the case of an Asset Disposition, all income taxes and other taxes assessed by,
or reasonably estimated to be payable to, a Governmental Authority as a result of such transaction (provided that if such estimated
taxes exceed the amount of actual taxes required to be paid in cash in respect of such Asset Disposition, the amount of such excess
shall constitute Net Cash Proceeds), (ii) all reasonable and customary out-of-pocket fees, costs, commissions and expenses incurred
in connection with such transaction or event and (iii) the principal amount of, premium, if any, and interest on any Indebtedness
(other than the Secured Obligations) secured by a Lien on the asset (or a portion thereof) disposed of, which Indebtedness is required
to be repaid in connection with such transaction or event, and (b) with respect to any Equity Issuance or Debt Issuance, the
gross cash proceeds received by any Credit Party or any of its Subsidiaries therefrom less (i) all reasonable and customary
out-of-pocket legal,


20






 


accounting, investment
banking, underwriting and other fees, costs, commissions, discounts and expenses incurred in connection therewith, and (ii) all
income taxes and other taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of such
transaction (provided that if such estimated taxes exceed the amount of actual taxes required to be paid in cash in respect of
such Equity Issuance or Debt Issuance, the amount of such excess shall constitute Net Cash Proceeds).


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (i) requires
the approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.2 and (ii) has been
approved by the Required Lenders.


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


“Non-Guarantor
Subsidiary” means any Subsidiary of the Borrower that is not a Guarantor.


“Noteholders”
shall means the holders of the Senior Notes.


“Notes”
means the collective reference to the Revolving Credit Notes, the Swingline Note and the Term Loan Notes.


“Notice
of Account Designation” has the meaning assigned thereto in Section 2.3(b).


“Notice
of Borrowing” has the meaning assigned thereto in Section 2.3(a).


“Notice
of Conversion/Continuation” has the meaning assigned thereto in Section 5.2.


“Notice
of Prepayment” has the meaning assigned thereto in Section 2.4(c).


“Obligations”
means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest
accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other
fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations,
covenants and duties owing by the Credit Parties and each of their respective Subsidiaries to the Lenders, the Issuing Lender,
the Administrative Agent or the Collateral Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit
of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious,
liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement
by or against any Credit Party or any Subsidiary 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 U.S. Department of the Treasury’s Office of Foreign Assets Control.


“Officer’s
Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the Borrower substantially
in the form attached as Exhibit F.


“Operating
Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or
mixed) by such Person as lessee which is not a Capital Lease.


“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


21






 


connections arising
solely 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, 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 5.12).


“Pari Passu
Lien Indebtedness” means any Indebtedness that is incurred under clauses (i) or (j) or Section 9.1 and any refinancings,
renewals, refundings or extensions thereof of such Indebtedness.


“Participant”
has the meaning assigned thereto in Section 12.9(d).


“Participant
Register” has the meaning assigned thereto in Section 12.9(d).


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


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


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV
of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit
Party or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained, funded or administered
for the employees of any Credit Party or any current or former ERISA Affiliates.


“Permitted
Acquisition” means any acquisition by the Borrower or any Subsidiary in the form of the acquisition of all or substantially
all of the assets, business or a line of business, or at least a majority of the outstanding Equity Interests which have the ordinary
voting power for the election of directors of the board of directors (or equivalent governing body) (whether through purchase,
merger or otherwise), of any other Person (each an “Acquisition”) if each such acquisition meets all of the
following requirements:


(a)               
such Acquisition has been approved by the board of directors (or equivalent governing body) of the Person to be acquired;


(b)               
the Person or business to be acquired shall be in a line of business permitted pursuant to Section 9.11;


(c)               
if such transaction is a merger or consolidation involving the Borrower or a Guarantor, the Borrower or a Guarantor
(or a Person that will become a Guarantor upon such merger or consolidation) shall be the surviving Person and no Change in Control
shall have been effected thereby;


(d)               
(i) the Borrower shall be in compliance on a Pro Forma Basis (as of the date of the Acquisition and after giving
effect thereto and any Indebtedness incurred in connection therewith) with each covenant contained in Section 9.15
and (ii) the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis (as of the proposed closing date of the
Acquisition and after giving effect thereto and any Indebtedness incurred in connection therewith (but without deduction for cash
proceeds of any such Indebtedness)) shall be no greater than 3.25 to 1.00;


22






 


 


(e)               
the Administrative Agent shall have received, for any such Acquisition with total consideration in excess of $50,000,000,
(1) audited financial statements (or, if unavailable, management-prepared financial or pro forma financial statements) of the target
for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date and (2) an Officer’s
Compliance Certificate for the most recent fiscal quarter end preceding such Acquisition for which financial statements are available
demonstrating compliance with clause (d) above;


 


(f)                
no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such
Acquisition and any Indebtedness incurred in connection therewith; and


(g)               
both before and after giving effect to the Acquisition on a Pro Forma Basis, Minimum Liquidity shall be at least
$75,000,000.


“Permitted
Investors” means, Willis J. Johnson, A. Jayson Adair and their Affiliates, and their respective estate, spouse, siblings,
heirs and lineal descendants, and spouses of any such persons, the legal representatives of the foregoing, and the trustee of any
bona fide trust of which one or more of the foregoing are the principal beneficiaries or grantors.


“Permitted
Liens” means the Liens permitted pursuant to Section 9.2.


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


“Prime
Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent
as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such
prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate
is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.


“Private
Placement Note Purchase Agreement” has the meaning assigned thereto in Section 6.1(g).


“Pro Forma
Basis” means, for purposes of calculating Consolidated EBITDA for any period during which one or more Specified Transactions
occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable
period) shall be deemed to have occurred as of the first day of the applicable period of measurement and (i) all income statement
items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition shall be excluded
and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition
shall be included (provided that such income statement items to be included are reflected in financial statements or other
financial data reasonably acceptable to the Administrative Agent and based upon reasonable assumptions and calculations which are
expected to have a continuous impact) and (ii) with respect to any Indebtedness incurred or assumed in connection with such Specified
Transaction, if such Indebtedness has a floating or formula rate, it shall have an implied rate of interest for the applicable
period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness
as at the relevant date of determination.


“Property”
means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Equity Interests.


“Qualified
Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.


23






 


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


“Register”
has the meaning assigned thereto in Section 12.9(c).


“Reimbursement
Obligation” means the obligation of the Borrower to reimburse any Issuing Lender pursuant to Section 3.5
for amounts drawn under Letters of Credit issued by such Issuing Lender.


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


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50)% of the
Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required
Lenders at any time. If there are three (3) or more unaffiliated Lenders at the time of such determination, at least two (2) unaffiliated
Lenders shall be required to constitute “Required Lenders.”


“Responsible
Officer” means, as to any Person, the chief executive officer, president, chief financial officer, vice president of
finance, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing
by the Borrower and reasonably acceptable to the Administrative Agent. Any document delivered hereunder or under any other Loan
Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed
to have acted on behalf of such Person.


“Restricted
Payment” has the meaning assigned thereto in Section 9.6.


“Revolving
Credit Commitment” means (a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to
make Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower
hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Revolving Credit
Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof
(including, without limitation, Section 5.13) and (b) as to all Revolving Credit Lenders, the aggregate commitment
of all Revolving Credit Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time
pursuant to the terms hereof (including, without limitation, Section 5.13). The aggregate Revolving Credit Commitment
of all the Revolving Credit Lenders on the Closing Date shall be THREE HUNDRED MILLION DOLLARS ($300,000,000). The initial Revolving
Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(a).


“Revolving
Credit Commitment Percentage” means, with respect to any Revolving Credit Lender at any time, the percentage of the total
Revolving Credit Commitments of all the Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving
Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages
shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The
initial Revolving Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule
1.1(a).


24






 

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


“Revolving
Credit Facility” means the revolving credit facility established pursuant to Article II (including any increase
in such revolving credit facility established pursuant to Section 5.13).


“Revolving
Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment.


“Revolving
Credit Loan” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving
loans collectively as the context requires.


“Revolving
Credit Maturity Date” means the earliest to occur of (a) December 3, 2019, (b) the date of termination of
the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5, and (c) the date of termination
of the Revolving Credit Commitment pursuant to Section 10.2(a).


“Revolving
Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing the Revolving
Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A-1, and any substitutes
therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.


“Revolving
Credit Outstandings” means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of
Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any
L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit
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 of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available
for drawing under Letters of Credit taking effect on such date.


“Revolving
Extensions of Credit” means (a) any Revolving Credit Loan then outstanding, (b) any Letter of Credit then outstanding
or (c) any Swingline Loan then outstanding.


“S&P”
means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial, and any successor thereto.


“Sanctioned Country”
means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time.


“Sanctioned
Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained
by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from
time to time, (b) a Person named on the lists maintained by the United Nations Security Council available at http://www.un.org/sc/committees/list_compend.shtml,
or as otherwise published from time to time, (c) a Person named on the lists maintained by the European Union available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm,
or as otherwise published from time to time, (d) a Person named on the lists maintained by Her Majesty’s Treasury available
at http://www.hm-treasury.gov.uk/fin_sanctions_index.htm, or as otherwise published from time to time, or (e) (i) an agency


25






 


of the government
of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country,
to the extent subject to a sanctions program administered by OFAC.


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


“Secured
Cash Management Agreement” means any Cash Management Agreement between or among any Credit Party and any Cash Management
Bank.


“Secured
Hedge Agreement” means any Hedge Agreement between or among any Credit Party and any Hedge Bank.


“Secured
Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing
by any Credit Party under (i) any Secured Hedge Agreement (other than an Excluded Swap Obligation) and (ii) any Secured Cash Management
Agreement.


“Secured
Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Lenders, the Hedge
Banks, the Cash Management Banks, the Noteholders, the holders of any Additional Pari Passu Debt, each co-agent or sub-agent appointed
by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 11.5, any other holder from
time to time of any of any Secured Obligations and, in each case, their respective successors and permitted assigns.


“Security
Agreement” means the security agreement of even date herewith executed by the Borrower and Guarantors in favor of the
Collateral Agent, which shall be in form and substance acceptable to the Collateral Agent.


“Security
Documents” means the collective reference to the Security Agreement and each other agreement or writing pursuant to which
any Credit Party pledges or grants a security interest in any Property or assets securing the Secured Obligations.


“Senior
Notes” shall mean a collective reference to the notes issued in connection with (a) the Private Placement Note Purchase
Agreement and (b) any Additional Pari Passu Debt.


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay
its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The
amount of contingent liabilities at any time shall be computed as the amount that, in the 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.


“Specified
Disposition” means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of
the Borrower or any division, business unit, product line or line of business of the Borrower or any Subsidiary of the Borrower.


26






 

“Specified
Transactions” means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.


“Subordinated
Indebtedness” means the collective reference to any Indebtedness incurred by the Borrower or any of its Subsidiaries
that by its terms is expressly subordinated in right and time of payment to the Obligations on terms and conditions satisfactory
to the Administrative Agent.


“Subsidiary”
means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent
(50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent
governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned
by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of
whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company
or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified,
references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.


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


“Swingline
Commitment” means the lesser of (a) FIFTY MILLION DOLLARS ($50,000,000) and (b) the Revolving Credit Commitment.


“Swingline
Facility” means the swingline facility established pursuant to Section 2.2.


“Swingline
Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto.


“Swingline
Loan” means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.2, and
all such swingline loans collectively as the context requires.


“Swingline
Note” means a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans made
by the Swingline Lender, substantially in the form attached as Exhibit A-2, and any substitutes therefor, and
any replacements, restatements, renewals or extension thereof, in whole or in part.


“Synthetic
Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating
Lease in accordance with GAAP.


“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, fines, additions to tax or penalties applicable
thereto.


“Term Loan
Commitment” means (a) as to any Term Loan Lender, the obligation of such Term Loan Lender to make a portion of the
Initial Term Loan and/or Incremental Term Loans, as applicable, to the account of the Borrower hereunder on the Closing Date (in
the case of the Initial Term Loan) or the applicable borrowing date (in the case of any Incremental Term Loan) in an aggregate
principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a), as such amount
may be increased, reduced or otherwise modified at any time or from time to time pursuant to the terms hereof


27






 


and (b) as to
all Term Loan Lenders, the aggregate commitment of all Term Loan Lenders to make such Term Loans. The aggregate Term Loan Commitment
of all Term Loan Lenders on the Closing Date shall be THREE HUNDRED MILLION DOLLARS ($300,000,000). The Term Loan Commitment of
each Term Loan Lender as of the Closing Date is set forth opposite the name of such Term Loan Lender on Schedule 1.1(a).


“Term Loan
Facility” means the term loan facility established pursuant to Article IV (including any new term loan facility
established pursuant to Section 5.13).


“Term Loan
First Lien Percentage” means a fraction (expressed as a percentage), the numerator of which is the outstanding principal
amount of the Term Loans at such time and the denominator of which is the sum of the outstanding principal amount of the Term Loans
at such time plus the outstanding principal amount of all outstanding Pari Passu Lien Indebtedness at such time requiring a prepayment
(or an offer to repay) from a specified Asset Disposition.


“Term Loan
Lender” means any Lender with a Term Loan Commitment and/or outstanding Term Loans.


“Term Loan
Maturity Date” means the first to occur of (a) December 3, 2019, and (b) the date of acceleration of the
Term Loans pursuant to Section 10.2(a).


“Term Loan
Note” means a promissory note made by the Borrower in favor of a Term Loan Lender evidencing the portion of the Term
Loans made by such Term Loan Lender, substantially in the form attached as Exhibit A-3, and any substitutes
therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.


“Term Loan
Percentage” means, with respect to any Term Loan Lender at any time, the percentage of the total outstanding principal
balance of the Term Loans represented by the outstanding principal balance of such Term Loan Lender’s Term Loans. The Term
Loan Percentage of each Term Loan Lender as of the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(a).


“Term Loans”
means the Initial Term Loans and, if applicable, the Incremental Term Loans and “Term Loan” means any of such
Term Loans.


“Termination
Event” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably
be expected to result in liability of the Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable
Event” described in Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the
PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it
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, or (c) the termination of a Pension Plan, 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 of
ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate,
or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would
constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or
(g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical
status with the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA or (h) the partial or
complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by
such plan, or (i) any


28






 

event or condition
which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (j) any
event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution
by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) 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 any Credit
Party or any ERISA Affiliate.


“Threshold
Amount” means $35,000,000.


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


“Transaction
Costs” means all transaction fees, charges, costs, expenses and other amounts related to the Transactions (including,
without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees
and expenses in connection therewith), in each case to the extent paid within six (6) months of the closing of the Credit Facility.


“Transactions”
means, collectively, (a) the repayment in full of all Indebtedness outstanding under the Existing Credit Agreement, (b) the
initial Extensions of Credit and (c) the payment of fees, charges, costs, expenses and other amounts in connection with the
foregoing and the Private Placement Note Purchase Agreement.


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


“United
States” means the United States of America.


“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 assigned thereto in Section 5.11(g).


“Weighted
Average Life to Maturity” means , when applied to any Indebtedness at any date, the number of years obtained by dividing:
(i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal
amount of such Indebtedness.


“Wells
Fargo” means Wells Fargo Bank, National Association, a national banking association.


“Wholly-Owned”
means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or
controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or
other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned
Subsidiaries).


“Withholding
Agent” means the Borrower and the Administrative Agent.


“Working
Capital” means, for the Borrower and its Subsidiaries on a Consolidated basis and calculated in accordance with GAAP,
as of any date of determination, the excess of (a) current assets (other than cash and cash equivalents and prepaid income
taxes and the current portion of deferred


29






 


income taxes) over
(b) current liabilities, excluding, without duplication, (i) the current portion of any long-term Indebtedness, (ii) outstanding
Revolving Credit Loans and Swingline Loans, (iii) the current portion of current income taxes and (iv) the current portion
of accrued Consolidated Interest Expense.


SECTION
1.2                 
Other Definitions and 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, (b) whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”,
(d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e)
any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement or
the Disclosure Letter (as applicable), (h) 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, (i) the term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form
and (j) 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”.


SECTION
1.3                 
Accounting Terms.


(a)               
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent
with that used in preparing the audited financial statements required by Section 8.1(a), except as otherwise
specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including
the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed
to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial
liabilities shall be disregarded and (ii) any obligations arising under a lease that was accounted for by such Person as an operating
lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person shall be accounted for as
obligations relating to an operating lease and not as a Capital Lease.


(b)               
If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted
for on a basis consistent with that reflected in the Borrower’s audited financial statements for the fiscal year ended July
31, 2014 for all purposes of this Agreement, notwithstanding any change in


30






 


GAAP relating
thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.


SECTION
1.4                 
UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall,
unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC”
refers, as of any date of determination, to the UCC then in effect.


SECTION
1.5                 
Rounding. Any financial ratios required to be maintained 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 or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there
is no nearest number).


SECTION
1.6                 
References to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference
to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments
shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but
only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any
Loan Document; and (b) any definition or reference to any Applicable Law, including, without limitation, the Code, the Commodity
Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the Investment Company Act of 1940,
the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations
of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Applicable Law.


SECTION
1.7                 
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern
time (daylight or standard, as applicable).


SECTION
1.8                 
Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit
at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof
contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable
Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such
Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).


SECTION
1.9                 
Guarantees. Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount
of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant
to the terms of the instrument embodying such Guarantee.


SECTION
1.10             
Covenant Compliance Generally. For purposes of determining compliance under Sections 9.1, 9.2,
9.3, 9.5 and 9.6, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent
with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries
delivered pursuant to Section 8.1(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections
9.1, 9.2 and 9.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars,
no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange
occurring after the time such Indebtedness or Investment is incurred; provided that for


31






 


the avoidance
of doubt, the foregoing provisions of this Section 1.10 shall otherwise apply to such Sections, including with respect
to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.


ARTICLE
II



REVOLVING CREDIT FACILITY


SECTION
2.1                 
Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents,
and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving
Credit Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through,
but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3;
provided, that (a) the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) the
Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed such Revolving Credit Lender’s Revolving
Credit Commitment. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving
Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested
on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans
hereunder until the Revolving Credit Maturity Date.


SECTION
2.2                 
Swingline Loans.


(a)               
Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including,
without limitation, Section 6.2(d) of this Agreement, and in reliance upon the representations and warranties set forth
in this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower
from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date; provided, that (a) after
giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) the
aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the
Swingline Commitment.


(b)               
Refunding.


(i)                 
Swingline Loans shall be refunded by the Revolving Credit Lenders on demand by the Swingline Lender. Such refundings
shall be made by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages and shall
thereafter be reflected as Revolving Credit Loans of the Revolving Credit Lenders on the books and records of the Administrative
Agent. Each Revolving Credit Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans
as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later
than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to
fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit
Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s
Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund
its Revolving Credit Commitment Percentage of a Swingline Loan.


(ii)               
The Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts
received from the Revolving Credit Lenders are not


32






 


sufficient
to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower hereby authorizes
the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available
therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from
the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded.
If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline
Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders
in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of
the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which
the Administrative Agent has received notice in the manner required pursuant to Section 11.3 and which such Event of
Default has not been waived by the Required Lenders or the Lenders, as applicable).


(iii)              
Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance
with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including,
without limitation, non-satisfaction of the conditions set forth in Article VI. Further, each Revolving Credit Lender agrees
and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events
described in Section 10.1(h) or (i) shall have occurred, each Revolving Credit Lender will, on the date the
applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be
refunded in an amount equal to its Revolving Credit Commitment Percentage of the aggregate amount of such Swingline Loan. Each
Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation
and upon receipt thereof the Swingline Lender will deliver to such Revolving Credit Lender a certificate evidencing such participation
dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from
any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the Swingline Lender
receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participating
interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such
Revolving Credit Lender’s participating interest was outstanding and funded).


(c)               
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.2
shall be subject to the terms and conditions of Section 5.14 and Section 5.15.


SECTION
2.3                 
Procedure for Advances of Revolving Credit Loans and Swingline Loans.


(a)               
Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice
substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m.
(i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days
before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business
Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans (other than Swingline Loans)
in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR
Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) with
respect to Swingline Loans in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, (C) whether
such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit Loan whether the Loans
are to be LIBOR Rate Loans or Base Rate


33






 


Loans, and
(E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided that if the
Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months in duration, such notice must be received
by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such borrowing, whereupon
the Administrative Agent shall give prompt notice to the Revolving Credit Lenders of such request and determine whether the requested
Interest Period is acceptable to all of them. If the Borrower fails to specify a type of Loan in a Notice of Borrowing, then the
applicable Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of LIBOR Rate Loans in any such Notice
of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice
of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly
notify the Revolving Credit Lenders of each Notice of Borrowing.


(b)               
Disbursement of Revolving Credit and Swingline Loans. Not later than 1:00 p.m. on the proposed borrowing date,
(i) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the
office of the Administrative Agent in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s
Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline
Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent
in funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrower
hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section
in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most
recent notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”)
delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative
Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse
the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Revolving Credit
Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit
Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in Section 2.2(b).


SECTION
2.4                 
Repayment and Prepayment of Revolving Credit and Swingline Loans.


(a)               
Repayment on Termination Date. The Borrower hereby agrees to repay the outstanding principal amount of (i) all
Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b)
(but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest
thereon.


(b)               
Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment,
the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for
the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied
first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving
Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash
Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such
excess (such Cash Collateral to be applied in accordance with Section 10.2(b)).


(c)               
Optional Prepayments. The Borrower may at any time and from time to time prepay Revolving Credit Loans and
Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form
attached as Exhibit D (a “Notice of Prepayment”)


34






 

given not later
than 11:00 a.m. (i) on the same Business Day as the prepayment for each Base Rate Loan and each Swingline Loan and (ii) at
least three (3) Business Days before the prepayment of each LIBOR Rate Loan, specifying the date and amount of prepayment and whether
the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof,
the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit
Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such
notice. Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with
respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect
to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans (or in any case,
if less, the outstanding principal balance of such Loans). A Notice of Prepayment received after 11:00 a.m. shall be deemed received
on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9
hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit
Facility or other transaction, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or other
transaction and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure
of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).


(d)               
[Reserved].


(e)               
Limitation on Prepayment of LIBOR Rate Loans. The Borrower may not prepay any LIBOR Rate Loan on any day other
than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to
be paid pursuant to Section 5.9 hereof.


(f)                
Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the
Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans.


SECTION
2.5                 
Permanent Reduction of the Revolving Credit Commitment.


(a)               
Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five
(5) Business Days prior irrevocable written notice to the Administrative Agent, to permanently reduce, without premium or penalty,
(i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time
to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction
of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according
to its Revolving Credit Commitment Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving
Credit Commitment shall be paid on the effective date of such termination. Notwithstanding the foregoing, any notice to reduce
the Revolving Credit Commitment delivered in connection with any refinancing of all of the Credit Facility or other transaction,
may be, if expressly so stated to be, contingent upon the consummation of such refinancing or other transaction and may be revoked
by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not
relieve the Borrower from its obligations in respect thereof under Section 5.9).


(b)               
[Reserved].


(c)               
 [Reserved].


35






 


(d)               
Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by
a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations,
as applicable, after such reduction to the Revolving Credit Commitment as so reduced, and if the aggregate amount of all outstanding
Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral
in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be
applied in accordance with Section 10.2(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied
by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the
Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Swingline
Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any
LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.


SECTION
2.6                 
Termination of Revolving Credit Facility. The Revolving Credit Facility and the Revolving Credit Commitments
shall terminate on the Revolving Credit Maturity Date.


ARTICLE
III



LETTER OF CREDIT FACILITY


SECTION
3.1                 
L/C Facility.


(a)               
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements
of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount
not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof, Letters
of Credit may be issued on any Business Day from the Closing Date through but not including the thirtieth (30th) Business
Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender;
provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C
Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment.
Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $500,000 (or such lesser amount as agreed
to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after
the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods
pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender),
which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iii) be subject
to the ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent
not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter
of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport
to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing
Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over
such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or
such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise
compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or
known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good faith deems material to it, or (C) the
conditions set forth in Section 6.2 are not satisfied. References herein to


36






 

“issue”
and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters
of Credit, unless the context otherwise requires.


(b)               
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III
shall be subject to the terms and conditions of Section 5.14 and Section 5.15.


SECTION
3.2                 
Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender
issue a Letter of Credit by delivering to such Issuing Lender at its applicable office (with a copy to the Administrative Agent
at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of such Issuing
Lender, and such other certificates, documents and other papers and information as such Issuing Lender or the Administrative Agent
may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender shall, process such Letter of Credit
Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall, subject to Section 3.1 and Article VI, promptly issue the Letter of
Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three
(3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower
and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving
Credit Lender of the issuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of
Credit and the amount of such Revolving Credit Lender’s participation therein.


SECTION
3.3                 
Commissions and Other Charges.


(a)               
Letter of Credit Commissions. Subject to Section 5.15(a)(iii)(B), the Borrower shall pay to the
Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission
with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such standby Letters
of Credit times the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined, in each case,
on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter,
on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly
following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant
to this Section 3.3 in accordance with their respective Revolving Credit Commitment Percentages.


(b)               
Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing
Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in
the Fee Letter executed by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day
of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving
Credit Maturity Date and thereafter on demand of the applicable Issuing Lender.


(c)               
Other Fees, Costs, Charges and Expenses. In addition to the foregoing fees and commissions, the Borrower shall
pay or reimburse each Issuing Lender for such normal and customary fees, costs, charges and expenses as are incurred or charged
by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by
it.


SECTION
3.4                 
L/C Participations.


37






 


(a)               
Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts
and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account
and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing Lender’s
obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by
such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a
draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full
by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant
shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal
to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which
is not so reimbursed.


(b)               
Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a)
in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, issued by it, such
Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each
L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C
Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount specified on the applicable
due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay
to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily
average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment
is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of such
Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With
respect to payment to such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive
notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and
(B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.


(c)               
Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit issued by it and has received
from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing
Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment
of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof;
provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such
Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing
Lender to it.


SECTION
3.5                 
Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower
agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other
sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the
date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any
amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower
shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other
sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting
that the


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Revolving Credit
Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such
draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection
with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such
amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such
fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in
accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of
the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such
drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount
of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue
from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.


SECTION
3.6                 
Obligations Absolute. The Borrower’s obligations under this Article III (including, without
limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective
of any set off, counterclaim or defense to payment which the Borrower may have or have had against the applicable Issuing Lender
or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees that the applicable Issuing Lender and the
L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5
shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary
of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower
against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any
Letter of Credit issued by it, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful
misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrower agrees that any action
taken or omitted by any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct shall be binding on the Borrower and shall not result in any liability
of such Issuing Lender or any L/C Participant to the Borrower. The responsibility of any Issuing Lender to the Borrower in connection
with any draft presented for payment under any Letter of Credit issued to it shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment substantially conforms to the requirements under such Letter of Credit.


SECTION
3.7                 
Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application
related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article
III shall apply.


SECTION
3.8      Resignation of Issuing
Lenders.


(a)               
[Reserved].


(b)               
Any Lender may at any time resign from its role as an Issuing Lender hereunder upon not less than thirty (30) days
prior notice to the Borrower and the Administrative Agent (or such shorter period of time as may be acceptable to the Borrower
and the Administrative Agent).


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(c)               
Any resigning Issuing Lender shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder
with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing
Lender and all L/C Obligations with respect thereto (including, without limitation, the right to require the Revolving Credit Lenders
to take such actions as are required under Section 3.4). Without limiting the foregoing, upon the resignation of a Lender
as an Issuing Lender hereunder, the Borrower may, or at the request of such resigned Issuing Lender the Borrower shall, use commercially
reasonable efforts to, arrange for one or more of the other Issuing Lenders to issue Letters of Credit hereunder in substitution
for the Letters of Credit, if any, issued by such resigned Issuing Lender and outstanding at the time of such resignation, or make
other arrangements satisfactory to the resigned Issuing Lender to effectively cause another Issuing Lender to assume the obligations
of the resigned Issuing Lender with respect to any such Letters of Credit.


SECTION
3.9      Reporting of Letter of
Credit Information and L/C Commitment. At any time that there is an Issuing Lender that is not also the financial institution
acting as Administrative Agent, then (a) on the last Business Day of each calendar month, (b) on each date that a Letter of Credit
is amended, terminated or otherwise expires, (c) on each date that a Letter of Credit is issued or the expiry date of a Letter
of Credit is extended, and (d) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (b),
(c) or (d) of this Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a 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 Issuing Lender) with respect to each Letter of Credit
issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the Administrative
Agent of its L/C Commitment, or any change thereto, promptly upon it becoming an Issuing Lender or making any change to its L/C
Commitment. No failure on the part of any Issuing Bank Issuer to provide such information pursuant to this Section 3.9 shall
limit the obligations of the Borrower or any Revolving Credit Lender hereunder with respect to its reimbursement and participation
obligations hereunder.


SECTION
3.10  Letters of Credit Issued for Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Borrower shall be obligated to reimburse, or to cause the applicable Subsidiary to reimburse, the applicable
Issuing Lender hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance
of Letters of Credit for the account of any of its Subsidiaries inures to the benefit of the Borrower and that the Borrower’s
business derives substantial benefits from the businesses of such Subsidiaries.


ARTICLE
IV



TERM LOAN FACILITY


SECTION
4.1                 
Initial Term Loan. Subject to the
terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set
forth in this Agreement and the other Loan Documents, each Term Loan Lender severally agrees to make the Initial Term Loan to the
Borrower on the Closing Date in a principal amount equal to such Lender’s Term Loan Commitment as of the Closing Date. Notwithstanding
the foregoing, if the total Term Loan Commitment as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall
automatically be cancelled.


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SECTION
4.2                 
Procedure for Advance of Term Loan.


(a)               
Initial Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior
to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such
date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders
make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and
substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9
of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify
each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative
Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of
such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the
Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such
Person or Persons as may be designated by the Borrower in writing.


(b)               
Incremental Term Loans. Any Incremental Term Loans shall be borrowed pursuant to, and in accordance with Section 5.13.


SECTION
4.3                 
Repayment of Term Loans.


(a)               
Initial Term Loan. The Borrower shall repay the aggregate outstanding principal amount of the Initial Term
Loan in consecutive quarterly installments on the last Business Day of each of March, June, September and December commencing December
31, 2014 as set forth below, except as the amounts of individual installments may be adjusted pursuant to Section 4.4
hereof:


	PAYMENT DATE	PRINCIPAL INSTALLMENT
	December 31, 2014	$18,750,000
	March 31, 2015	$18,750,000
	June 30, 2015	$18,750,000
	September 30, 2015	$18,750,000
	December 31, 2015	$18,750,000
	March 31, 2016	$7,500,000
	June 30, 2016	$7,500,000
	September 30, 2016	$7,500,000
	December 31, 2016	$7,500,000
	March 31, 2017	$7,500,000
	June 30, 2017	$7,500,000
	September 30, 2017	$7,500,000
	December 31, 2017	$7,500,000
	March 31, 2018	$7,500,000
	June 30, 2018	$7,500,000
	September 30, 2018	$7,500,000
	December 31, 2018	$7,500,000
	March 31, 2019	$7,500,000
	June 30, 2019	$7,500,000
	September 30, 2019	$7,500,000
	 	 


 


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If not sooner paid, the aggregate unpaid
principal amount of the Initial Term Loan shall be paid in full, together with accrued interest thereon, on the Term Loan Maturity
Date.


(b)               
Incremental Term Loans. The Borrower shall repay the aggregate outstanding principal amount of each Incremental
Term Loan (if any) as determined pursuant to, and in accordance with, Section 5.13.


SECTION
4.4                 
Prepayments of Term Loans.


(a)               
Optional Prepayments. The Borrower shall have the right at any time and from time to time, without premium
or penalty, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment
not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days
before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans or Base
Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of
the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to
each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or
any whole multiple of $1,000,000 in excess thereof (or in each case, if less, the then outstanding principal amount of the applicable
Term Loan) and shall be applied, on a pro rata basis, to the outstanding principal installments of the Initial Term Loan and, if
applicable, any Incremental Term Loans as directed by the Borrower. Each repayment shall be accompanied by any amount required
to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received
on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment.
Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Credit Facility
or other transaction may be, if expressly so stated to be, contingent upon the consummation of such refinancing or transaction
and may be revoked by the Borrower in the event such refinancing or transaction is not consummated; provided that the delay
or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9.


(b)               
Mandatory Prepayments.


(i)                 
Debt Issuances. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth
in clause (iii) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance
not otherwise permitted pursuant to Section 9.1. Such prepayment shall be made within three (3) Business Days after
the date of receipt of the Net Cash Proceeds of any such Debt Issuance.


(ii)               
Asset Dispositions.


(A)             
Upon an Asset Disposition under Section 9.5(f) or any Insurance and Condemnation Event, the Net Cash Proceeds
received by the Borrower or its Subsidiaries may be applied:


(x)in
the case of any Asset Disposition by a Subsidiary that is not a Guarantor or consisting of Equity Interests of a Subsidiary that
is not a Guarantor, to repay Indebtedness of such Subsidiary, or


(y)to
reinvest in or acquire assets (including Equity Interests or other assets acquired in connection with a Permitted Acquisition or
that would constitute a Permitted Investment) used or useful in a business permitted under


42






 


Section 9.11;
provided that to the extent the assets subject to such Asset Disposition were Collateral, such newly acquired assets shall also
be Collateral.


If any Net Cash Proceeds are not applied or invested (or
committed pursuant to a written agreement to be applied or invested) as provided in subclause (x) or (y) of subclause (A) above
within 365 days after receipt (or in the case of any amount committed to be so applied or reinvested, which are not actually so
applied or reinvested within 180 days following such 365 day period) will be deemed to constitute “Excess Proceeds.”
Within five (5) Business Days following the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million during
any Fiscal Year (or, if such threshold is not met during any Fiscal Year, within five (5) Business Days following the end of such
Fiscal Year), the Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (iii)
below in amounts equal to the Term Loan First Lien Percentage of such Excess Proceeds from any Asset Disposition (other than for
the avoidance of doubt any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) of Section 9.5).


 


(iii)              
Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses
(i) or (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such
notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be
applied as follows: subject to the Intercreditor Agreement, ratably between the Initial Term Loans and any Incremental Term Loans
to reduce on a pro rata basis the remaining scheduled principal installments of the Initial Term Loans and as determined
by the Borrower and the applicable Incremental Lenders to reduce the remaining scheduled principal installments of any Incremental
Term Loans) pursuant to Section 4.3 (it being understood that the minimum amounts and increments set forth in Section
4.4 shall not apply to prepayments under this Section 4.4(b)). For the avoidance of doubt, the Borrower shall be permitted
to apply Net Cash Proceeds from any Asset Disposition or any Insurance and Condemnation Event to repay, prepay redeem, purchase
or otherwise acquire the Term Loan First Lien Percentage of the Term Loans and other Pari Passu Lien Indebtedness using the balance
of the Net Cash Proceeds at any time without waiting for the end of the reinvestment period and determining Excess Proceeds. Pending
the final application of any such Net Cash Proceeds, the Borrower or its Subsidiaries may temporarily reduce revolving indebtedness
under any revolving debt facility or otherwise invest such Net Cash Proceeds in cash or Cash Equivalents.


(iv)             
No Reborrowings. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each
prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9.


ARTICLE
V



GENERAL LOAN PROVISIONS


SECTION
5.1                 
Interest.


(a)               
Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, (i) Revolving
Credit Loans and the Term Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the
LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three (3) Business
Days (or four (4) Business Days with respect to a LIBOR Rate based on a twelve month Interest Period) after the Closing Date unless
the Borrower has delivered to


43






 


the Administrative
Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner
set forth in Section 5.9 of this Agreement) and (ii) any Swingline Loan shall bear interest at the Base Rate plus
the Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the
time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2.


(b)               
Default Rate. Subject to Section 10.3, (i) immediately upon the occurrence and during the
continuance of an Event of Default under Section 10.1(a), (b), (h) or (i), or (ii) at the
election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrower
shall no longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of Credit, (B) all outstanding LIBOR
Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin)
then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent
(2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (C) all outstanding Base
Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal
to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations
arising hereunder or under any other Loan Document and (D) all accrued and unpaid interest shall be due and payable on demand of
the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any
petition seeking any relief in bankruptcy or under any Debtor Relief Law.


(c)               
Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the
last Business Day of each calendar quarter commencing December 31, 2014; and interest on each LIBOR Rate Loan shall be due and
payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months,
at the end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when
the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest provided hereunder 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 365/366-day
year).


(d)               
Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under
this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable
Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court
determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect
hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative
Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful
rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not
pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly
in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.


SECTION
5.2                 
Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has
occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business
Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount
equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b) upon the
expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal
to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate


44






 


Loans (other
than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert
or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form
attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three
(3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the
Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest
Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal
amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued
LIBOR Rate Loan; provided that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months
in duration, such notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to
the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable
Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower fails
to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable
LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as
of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests
a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR
Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.


SECTION
5.3                 
Fees.


(a)               
Commitment Fee. Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A), the Borrower
shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “Commitment
Fee”) at a rate per annum equal to the Applicable Margin on the average daily unused portion of the Revolving Credit
Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding
Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment
Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement
commencing December 31, 2014 and ending on the date upon which all Obligations (other than inchoate indemnification obligations
and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which
no claim has been made) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied
in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized or other arrangements made therefor
satisfactory to the Issuing Bank) and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed
by the Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro rata in accordance
with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.


(b)               
Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts
fees in the amounts and at the times specified in their Fee Letter. The Borrower shall pay to the Lenders such fees as shall have
been separately agreed upon in writing in the amounts and at the times so specified.


SECTION
5.4                 
Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or
of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall
be made not later than


45






 


1:00 p.m. on
the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for
the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set
off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed
a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made
on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding
Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute
to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility
(or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender.
Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission
or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each
payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in
like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative
Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount
payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent
for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall
be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business
Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding
the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied
in accordance with Section 5.15(a)(ii).


SECTION
5.5                 
Evidence of Indebtedness.


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


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


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SECTION
5.6                 
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 its Loans or other obligations hereunder resulting
in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other
such obligations (other than pursuant to Sections 5.9, 5.10, 5.11 or 12.3) greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the
other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and
other amounts owing them; provided that:


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


(ii)               
the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline
Loans and Letters of Credit to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates
(as to which the provisions of this paragraph shall apply).


Each Credit 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 each Credit Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.


SECTION
5.7                 
Administrative Agent’s Clawback.


(a)               
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received
notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii)
otherwise, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such
Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such
date in accordance with Sections 2.3(b) and 4.2 and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made
by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest
rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount
so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice
to any claim


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the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.


(b)               
Payments by the Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of
the Lenders, the Issuing Lender or the Swingline Lender hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders, the Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders, the Issuing Lender or the Swingline Lender, as the case maybe,
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing Lender
or the Swingline Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.


(c)               
Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this
Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The
failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or
any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing
date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available
on the borrowing date.


SECTION
5.8                 
Changed Circumstances.


(a)               
Circumstances Affecting LIBOR Rate Availability. In connection with any request for a LIBOR Rate Loan or a
conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall
be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar
market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination
shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the
LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which
determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect
the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly
give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no
longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue
any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in
full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)),
on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal
amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.


(b)               
Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in,
any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their
respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental


48






 


Authority,
central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending
Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof
to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter,
until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders
to make LIBOR Rate Loans, and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR
Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may
not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable
Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.


SECTION
5.9                 
Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any
loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees
payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s
obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence
of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due
to any failure of the Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last
day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole
discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank
market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate
of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded
to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.


SECTION
5.10             
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 advances, loans or other credit extended or participated in by, any
Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Lender;


(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


(iii)              
impose on any Lender or any Issuing Lender or the London interbank market any other condition, cost or expense (other
than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing
shall be to increase the cost to such Lender, the Issuing Lender or such other Recipient 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, such Issuing
Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its


49






 


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, such Issuing Lender or such other
Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such Issuing
Lender or other Recipient, the Borrower shall promptly pay to any such Lender, such Issuing Lender or other Recipient, as the case
may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or other Recipient, as the case may
be, for such additional costs incurred or reduction suffered.


(b)               
Capital Requirements. If any Lender or any Issuing Lender determines that any Change in Law affecting such
Lender or such Issuing Lender or any lending office of such Lender or such Lender’s or such Issuing Lender’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 Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding
company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations
in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level
below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies
and the policies of such Lender’s or such Issuing Lender’s holding company with respect to capital adequacy), then
from time to time upon written request of such Lender or such Issuing Lender the Borrower shall promptly pay to such Lender or
such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender
or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered.


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


(d)               
Delay in Requests. Failure or delay on the part of any Lender or any Issuing Lender or such other Recipient
to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Lender’s
or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate
any Lender or an Issuing Lender or any other Recipient pursuant to this Section for any increased costs incurred or reductions
suffered more than nine (9) months prior to the date that such Lender or such Issuing Lender or such other Recipient, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
or such Issuing Lender’s or such other Recipient’s intention to claim compensation therefor (except that if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be
extended to include the period of retroactive effect thereof).


SECTION
5.11             
Taxes.


(a)               
Defined Terms. For purposes of this Section 5.11, the term “Lender” includes any Issuing
Lender and the term “Applicable Law” includes FATCA.


(b)               
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under
any Loan Document shall be made without deduction or withholding for any Taxes,


50






 


except as required
by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires
the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall
be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit
Party shall be increased as necessary so that, after such deduction or withholding for Indemnified Taxes has been made (including
such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section), the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes
been made.


(c)               
Payment of Other Taxes by the Credit Parties. The Credit Parties 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.


(d)               
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient,
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld
or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent),
or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.


(e)               
Indemnification by the Lenders. Each Lender and each Issuing Lender shall severally indemnify the Administrative
Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or Issuing Lender
(but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s or Issuing
Lender’s failure to comply with the provisions of Section 12.9(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender or Issuing Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender and each Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender or Issuing
Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


(f)                
Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental
Authority pursuant to this Section 5.11, such Credit Party shall deliver to the Administrative Agent the original or
a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


(g)               
Status of Lenders.


(i)                 
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under
any Loan Document shall deliver to the Borrower and the


51






 


Administrative
Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed
documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative
Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 5.11(g)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.


(ii)               
Without limiting the generality of the foregoing:


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


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


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


(2)executed
originals of IRS Form W-8ECI;


(3)in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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


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(y) executed
originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


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


(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction
in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by
Applicable Law to permit the 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 United States 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 Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent
such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower
and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such
Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes
of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


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


(h)               
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that
it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.11 (including
by the payment of additional amounts pursuant to this Section 5.11), it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the


53






 


request of
such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event
will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of
which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in
if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person.


(i)                 
Survival. Each party’s obligations under this Section 5.11 shall survive the resignation
or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of
the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.


SECTION
5.12             
Mitigation Obligations; Replacement of Lenders.


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10,
or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, 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 reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11,
as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


(b)               
Replacement of Lenders. If any Lender requests compensation under Section 5.10, or if the 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 5.11, and, in each case, such Lender has declined or is unable to designate a different
lending office in accordance with Section 5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 12.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.10
or Section 5.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:


(i)                 
the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.9
(unless such fee is waived by the Administrative Agent);


(ii)               
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations
in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 5.9) from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts);


54






 


 


(iii)              
in the case of any such assignment resulting from a claim for compensation under Section 5.10 or payments
required to be made pursuant to Section 5.11, such assignment will result in a reduction in such compensation or payments
thereafter;


(iv)             
such assignment does not conflict with Applicable Law; and


(v)               
in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall
have consented to 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 Borrower to require such assignment and delegation cease to apply.


SECTION
5.13             
Incremental Loans.


(a)               
At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of:


(i)                 
one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental
Term Loan Commitment”) to make one or more additional term loans (any such additional term loan, an “Incremental
Term Loan”); or


(ii)               
one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving
Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”)
to make revolving credit loans under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit
Increase” and, together with the Incremental Term Loans, the “Incremental Loans ”);


provided that (1) the total
aggregate principal amount for all such Incremental Loan Commitments when combined with the aggregate outstanding principal amount
of Additional Pari Passu Debt shall not (as of any date of incurrence thereof) exceed $250,000,000 or, if greater, an amount equal
to the principal amount of additional Indebtedness that would cause the Consolidated Total Net Leverage Ratio as of the four (4)
consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Indebtedness, calculated on a
Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness (assuming any Incremental Revolving Credit
Commitment is fully drawn but without netting the cash proceeds of such Indebtedness), not to exceed 2.50 to 1.00 and (2) the
total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than
a minimum principal amount of $100,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause
(1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes
that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date
on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or
any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan
Commitment (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached
to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental
Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that:


55






 


 


(A)             
no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any
Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated
in connection therewith;


(B)             
the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate
demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance
with the financial covenants set forth in Section 9.15 based on the financial statements most recently delivered pursuant
to Section 8.1(a) or 8.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any
Incremental Loan Commitment, (y) the making of any Incremental Loans pursuant thereto (with any Incremental Loan Commitment
being deemed to be fully funded but without netting the cash proceeds received in connection with any Incremental Loan Commitment)
and (z) any Permitted Acquisition consummated in connection therewith;


(C)             
each of the representations and warranties contained in Article VII shall be true and correct in all material respects,
except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect,
in which case, such representation and warranty shall be true and correct in all respects, on such Increased Amount Date with the
same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as
of an earlier date, which representation and warranty shall remain true and correct as of such earlier date);


(D)             
the proceeds of any Incremental Loans shall be used for working capital or general corporate purposes of the Borrower
and its Subsidiaries (including Permitted Acquisitions);


(E)              
each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the
Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis;


(F)             
(1)in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder
Agreement):


(x)such
Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Incremental Lenders making such Incremental
Term Loan and the Borrower, but will not in any event have a shorter weighted average life to maturity than the remaining weighted
average life to maturity of the Initial Term Loan or a maturity date earlier than the Term Loan Maturity Date;


(y)the
Applicable Margin and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the applicable Incremental
Lenders and the Borrower on the applicable Increased Amount Date; provided that if the Applicable Margin in respect of any
Incremental Term Loan exceeds the Applicable Margin for the Initial Term Loan by more than 0.50%, then the Applicable Margin for
the Initial Term Loan shall be increased so that the Applicable Margin in respect of such Initial Term Loan is equal to the Applicable
Margin for the Incremental Term Loan minus 0.50%; provided further in determining the Applicable Margin(s)
applicable to each Incremental Term Loan


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and the Applicable
Margin(s) for the Initial Term Loan, (AA) original issue discount (“OID”) or upfront fees (which shall be deemed
to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Initial Term
Loan in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year
life to maturity) and (BB) customary arrangement or commitment fees payable to any arranger (or its affiliates) in connection with
the Initial Term Loan or to one or more arrangers (or their affiliates) of any Incremental Term Loan shall be excluded (it being
understood that the effects of any and all interest rate floors shall be included in determining Applicable Margin(s) under this
provision); and


(z)except
as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not materially consistent
with the terms and conditions applicable to the Initial Term Loan, shall be reasonably satisfactory to the Administrative Agent
and the Borrower;


(2)in the
case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement):


(x)such
Incremental Revolving Credit Increase shall mature on the Revolving Credit Maturity Date, shall bear interest and be entitled to
fees, in each case at the rate applicable to the Revolving Credit Loans, and shall be subject to the same terms and conditions
as the Revolving Credit Loans;


(y)the
outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated
by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the Incremental
Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages
(and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree
to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required
pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and


(z)except
as provided above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall, except
to the extent otherwise provided in this Section 5.13, be identical to the terms and conditions applicable to the Revolving
Credit Facility;


(G)            
(1)any Incremental Lender making any Incremental Term Loan shall be entitled to the same voting rights as the
existing Term Loan Lenders under the Term Loan Facility and each Incremental Term Loan shall receive proceeds of prepayments on
the same basis as the Initial Term Loan (such prepayments to be shared pro rata on the basis of the original aggregate funded amount
thereof among the Initial Term Loan and the Incremental Term Loans); and


(2)any Incremental
Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Revolving Credit
Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each


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Incremental Revolving
Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder;


(H)             
such Incremental Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and
delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may,
without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.13); and


(I)                
the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without
limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing
such Incremental Loan and/or Incremental Term Loan Commitment) reasonably requested by Administrative Agent in connection with
any such transaction.


(b)               
(i)The Incremental Term Loans shall be deemed to be Term Loans; provided that such Incremental Term Loan
shall be designated as a separate tranche of Term Loans for all purposes of this Agreement.


(ii)               
The Incremental Lenders shall be included in any determination of the Required Lenders, and, unless otherwise agreed,
the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement.


(c)               
(i)On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the
foregoing terms and conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to
make, an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Term
Loan Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.


(ii)               
On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the
foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Revolving
Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment.


SECTION
5.14             
Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following
the written request of the Administrative Agent, any Issuing Lender (with a copy to the Administrative Agent) or the Swingline
Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure of such Issuing Lender
and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 5.15(a)(iv)
and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


(a)               
Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting
Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Swingline Lender, and agrees
to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation
to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (b) below. 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, each Issuing Lender and the Swingline Lender as herein provided, or that


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the total amount
of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower 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
(after giving effect to any Cash Collateral provided by the Defaulting Lender).


(b)               
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided
under this Section 5.14 or Section 5.15 in respect of Letters of Credit and Swingline Loans shall be applied
to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline
Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the
Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.


(c)               
Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting
Exposure of any Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral
pursuant to this Section 5.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination
of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lenders
and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 5.15, the
Person providing Cash Collateral, the Issuing Lenders and the Swingline Lender may agree that Cash Collateral shall be held to
support future anticipated Fronting Exposure or other obligations; and provided further that to the extent that such
Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant
to the Loan Documents.


SECTION
5.15             
Defaulting Lenders.


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


(i)                 
Waivers and Amendments. Such 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 the definition of Required Lenders and Section 12.2.


(ii)               
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.4 shall be applied at such
time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by
such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of
any amounts owing by such Defaulting Lender to the Issuing Lenders or the Swingline Lender hereunder; third, to Cash Collateralize
the Fronting Exposure of the Issuing Lenders and the Swingline Lender with respect to such Defaulting Lender in accordance with
Section 5.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the
funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent
and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize
the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future


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Letters
of Credit and Swingline Loans issued under this Agreement, in accordance with Section 5.14; sixth, to the payment
of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such
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 Borrower as a result of any judgment of a court of competent jurisdiction obtained
by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement;
and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that
if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swingline
Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the
related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 6.2 were
satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or
Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time
as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata
in accordance with the Revolving Credit Commitments under the applicable Revolving Credit Facility without giving effect to Section 5.15(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 5.15(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


(iii)              
Certain Fees.


(A)             
No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a
Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been
paid to that Defaulting Lender).


(B)             
Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.3
for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment
Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 5.14.


(C)             
With respect to any Commitment Fee or letter of credit commission not required to be paid to any Defaulting Lender
pursuant to clause (A) or (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise
payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline
Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each applicable Issuing
Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be
required to pay the remaining amount of any such fee.


(iv)             
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in L/C Obligations and Swingline Loans shall be


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reallocated
among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without
regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth
in Section 6.2 (other than clause (d) thereof) are satisfied at the time of such reallocation (and, so long as the
Administrative Agent has provided notice to the Borrower of such reallocation, unless the Borrower shall have otherwise notified
the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. 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 Swingline Loans. If the reallocation described in clause (iv) above cannot,
or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under
law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second,
Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 5.14.


(b)               
Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender
agree in writing that a Lender is no longer 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), such 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 Loans and
funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in
accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 5.15(a)(iv)),
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


ARTICLE
VI



CONDITIONS OF CLOSING AND BORROWING


SECTION
6.1                 
Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this Agreement
and to make the initial Loans or issue or participate in the initial Letter of Credit, if any, on the Closing Date is subject to
the satisfaction of each of the following conditions:


(a)               
Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender
requesting a Revolving Credit Note, a Term Loan Note in favor of each Term Loan Lender requesting a Term Loan Note, a Swingline
Note in favor of the Swingline Lender (in each case, if requested thereby), the Security Documents required to be delivered on
the Closing Date, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to
the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist
hereunder or thereunder.


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(b)               
Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and
substance reasonably satisfactory to the Administrative Agent:


(i)                 
Officer’s Certificate. A certificate from a Responsible Officer of the Borrower to the effect that (A) all
representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct
in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to
Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects); (B) none
of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; (C) after
giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) since July 31, 2014,
no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect; and (E)  each of the Credit Parties, as applicable, has satisfied each of the conditions
set forth in Section 6.1 and Section 6.2.


(ii)               
Certificate of Secretary of each Credit Party. A certificate of a secretary, assistant secretary or other
Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such
Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete
copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party
and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation,
organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party
as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such
Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this
Agreement and the other Loan Documents to which it is a party, and (D) the certificate required to be delivered pursuant to
Section 6.1(b)(iii) with respect to such Credit Party.


(iii)              
Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party
under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.


(iv)             
Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent, the
Collateral Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative
Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative
Agent, the Collateral Agent and the Lenders).


(c)               
Personal Property Collateral.


(i)                 
Filings and Recordings. The Collateral Agent shall have received information necessary file UCC-1 financing
statements in the jurisdictions of incorporation or formation of each Credit Party.


(ii)               
Pledged Collateral. The Collateral Agent shall have received original stock certificates or other certificates
evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for
each such certificate duly executed in blank by the registered owner thereof.


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(iii)              
Lien Search. The Collateral Agent shall have received the results of a Lien search (including a search as
to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory
thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each
jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security
interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free
and clear of any Lien (except for Permitted Liens).


(iv)             
Property and Liability Insurance. The Collateral Agent shall have received, in each case in form and substance
reasonably satisfactory to the Collateral Agent, evidence of property, business interruption and liability insurance covering each
Credit Party (with appropriate endorsements naming the Collateral Agent as lender’s loss payee on all policies for property
hazard insurance and as additional insured on all policies for liability insurance).


(d)               
[Reserved].


(e)               
Consents; Defaults.


(i)                 
Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental,
shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion
of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and
all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected
to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that
could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the
Administrative Agent could reasonably be expected to have such effect.


(ii)               
No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened in writing
or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of,
or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated
hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions
contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.


(f)                
Financial Matters.


(i)                 
Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a
certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer
of the Borrower, that (A) after giving effect to the Transactions, the Borrower and its Subsidiaries, taken as a whole, are
Solvent and (B) attached thereto are calculations evidencing compliance on a Pro Forma Basis after giving effect to the Transactions
with the covenants contained in Section 9.15.


(ii)               
Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing
(A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3
and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to
the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the


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extent
invoiced, accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements
as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the
transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording,
filing and registration of any of the Loan Documents.


(g)               
Private Placement Note Purchase Agreement and Intercreditor Agreement. The Borrower shall have contemporaneously
executed and consummated one or more definitive note purchase agreements for the private placement Indebtedness in an aggregate
principal amount not to exceed $400,000,000 on terms and conditions reasonably acceptable to the Administrative Agent (collectively,
the “Private Placement Note Purchase Agreement”), including, without limitation, receipt of all regulatory,
contractual and other approvals and consents necessary to consummate such Private Placement Note Purchase Agreement. With respect
to the Indebtedness under the Private Placement Note Purchase Agreement, the Administrative Agent shall have received a fully executed
and duly authorized, Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent.


(h)               
Miscellaneous.


(i)                 
Notice of Account Designation. The Administrative Agent shall have received a Notice of Account Designation
specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed.


(ii)               
Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental,
business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise)
of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.


(iii)              
Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries (including Indebtedness
under the Existing Credit Agreement but excluding Indebtedness permitted pursuant to Section 9.1) shall be repaid in
full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor
shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing
such repayment, termination and release.


(iv)             
[Reserved].


(v)               
PATRIOT Act, etc. The Borrower and each of the Guarantor shall have provided to the Administrative Agent and
the Lenders, at least five (5) days prior to the Closing Date, the documentation and other information requested by the Administrative
Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering
rules and regulations.


(vi)             
Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the
transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative
Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect
to the transactions contemplated by this Agreement.


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Without limiting the generality of the
provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified
in this Section 6.1, the Administrative Agent and 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.


SECTION
6.2                 
Conditions to All Extensions of Credit. The obligations
of the Lenders to make or participate in any Extensions of Credit (including the initial Extension of Credit) or any Issuing Lender
to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing
issuance or extension date:


(a)               
Continuation of Representations and Warranties. The representations and warranties contained in this Agreement
and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that
is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct
in all respects, on and as of such borrowing issuance or extension date with the same effect as if made on and as of such date
(except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and
warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty
that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true
and correct in all respects as of such earlier date).


(b)               
No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing
with respect to such Loan or after giving effect to the Loans to be made on such date or (ii) on the issuance or extension date
with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.


(c)               
Notices. The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application,
as applicable, from the Borrower in accordance with Section 2.3(a), Section 3.2, Section 4.2 or
Section 5.2, as applicable.


(d)               
New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender
shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect
to such Swingline Loan and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit
unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.


ARTICLE
VII



REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES


To induce the Administrative
Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby
represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated
hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2,
that:


SECTION
7.1                 
Organization; Power; Qualification. Each Credit Party and each Subsidiary thereof (a) is duly organized
or incorporated, validly existing and in good standing (or in the case of any Foreign Subsidiary, the equivalent status, if any,
in the applicable foreign jurisdiction) under the laws of


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the jurisdiction
of its incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now
being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each jurisdiction
in which the character of its Properties or the nature of its business requires such qualification and authorization (to the extent
applicable in the case of Foreign Subsidiaries) except in jurisdictions where the failure to be so qualified or in good standing
could not reasonably be expected to result in a Material Adverse Effect. Each Credit Party and each Subsidiary as of the Closing
Date, and the jurisdictions in which each Credit Party and each Subsidiary thereof are organized and qualified to do business as
of the Closing Date, are listed on Schedule 7.1 to the Disclosure Letter.


SECTION
7.2                 
Ownership. As of the Closing Date, the capitalization of each Credit Party (other than the Borrower) consists
of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on
Schedule 7.2 to the Disclosure Letter. As of the Closing Date, all outstanding shares of each Subsidiary have been duly
authorized and validly issued and, to the extent applicable, are fully paid and nonassessable and not subject to any preemptive
or similar rights, except as described in Schedule 7.2 to the Disclosure Letter. As of the Closing Date, there are no outstanding
stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which
are convertible into, exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Subsidiary,
except as described on Schedule 7.2 to the Disclosure Letter.


SECTION
7.3                 
Authorization; Enforceability. Each Credit Party has the right, power and authority and has taken all necessary
corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents
to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been
duly executed and delivered by the duly authorized officers of each Credit Party that is a party thereto, and each such document
constitutes the legal, valid and binding obligation of each Credit Party that is a party thereto, enforceable in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and
the availability of equitable remedies (regardless of whether enforcement is sought in equity or at law).


SECTION
7.4                 
Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance
by each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the
Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time,
the giving of notice or otherwise, (a) require any Governmental Approval on the part of any Credit Party or violate any Applicable
Law relating to any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation
could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default
under the articles of incorporation, bylaws or other organizational documents of any Credit Party, (c) conflict with, result
in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by
which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition
of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require
any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent
of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement
other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) consents or filings under
the UCC.


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SECTION
7.5                 
Compliance with Law; Governmental Approvals. Each Credit Party and each Subsidiary thereof (a) has all
Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect,
(b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating
to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required
to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents
required to be retained by it under Applicable Law except in each case (a), (b) or (c) where the failure to have, comply, file
or retain could not reasonably be expected to have a Material Adverse Effect.


SECTION
7.6                 
Tax Returns and Payments. Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed
all federal and all other material state, local and other tax returns required by Applicable Law to be filed, and has paid, or
made adequate provision for the payment of, all federal and all other material state, local and other taxes, assessments and governmental
charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity
of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided for on the books of the relevant Credit Party). Such returns accurately reflect in all material respects
all liability for taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby. As of the Closing Date,
except as set forth on Schedule 7.6 to the Disclosure Letter, there is no ongoing audit or examination or, to its knowledge,
other investigation by any Governmental Authority of the tax liability of any Credit Party or any Subsidiary thereof. No Governmental
Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof with respect to unpaid taxes
which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the
books of the relevant Credit Party or that could not reasonably be expected to have a Material Adverse Effect and (b) Permitted
Liens). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary thereof in respect of federal,
state, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Subsidiary
thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments
for any of such years that could reasonably be expected to have a Material Adverse Effect.


SECTION
7.7                 
Intellectual Property Matters. Each Credit Party and each Subsidiary thereof owns or possesses rights to use
all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications,
trademarks, trademark rights, service mark, service mark rights, trade names, trade name rights, copyrights and other rights with
respect to the foregoing which are reasonably necessary to conduct its business except where the failure to own or possess such
rights could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or after notice
or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary
thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business
operations, in each case where such revocation, termination or liability could reasonably be expected to have a Material Adverse
Effect.


SECTION
7.8                 
Environmental Matters.


(a)               
None of the Credit Parties and nor any Subsidiary thereof has released any Hazardous Materials in amounts or concentrations
which constitute or constituted a violation of applicable Environmental Laws which could reasonably be expected to have a Material
Adverse Effect;


(b)               
To its knowledge, each Credit Party and each Subsidiary thereof and all their operations are in compliance, and have
been in compliance, with all applicable Environmental Laws except for such


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noncompliance
or violations which could not reasonably be expected to have a Material Adverse Effect, and none of the Credit Parties nor any
Subsidiary thereto has actual knowledge of any contamination at, under or about such owned or leased properties which would reasonably
be expected to materially interfere with their continued operations;


(c)               
No Credit Party nor any Subsidiary thereof has received any written notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws that,
if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, nor
does any Credit Party or any Subsidiary thereof have actual knowledge that any such written notice will be received or is being
threatened;


(d)               
To its knowledge, none of the Credit Parties nor any Subsidiary has transported or disposed of any Hazardous Materials
to or from the properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner
or to a location which could reasonably be expected to give rise to liability under, Environmental Laws which could reasonably
be expected to have a Material Adverse Effect, nor have any Hazardous Materials been generated, treated, stored or disposed of
at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable
Environmental Laws which could reasonably be expected to have a Material Adverse Effect; and


(e)               
No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower,
threatened, under any Environmental Law to which any Credit Party or any Subsidiary thereof is or will be named as a potentially
responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, outstanding
under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, that could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.


SECTION
7.9                 
Employee Benefit Matters.


(a)               
[reserved];


(b)               
Each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA, the Code and
the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments
for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure
to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to
be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to
such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received
determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No
liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed
with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected
to have a Material Adverse Effect;


(c)               
As of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan become subject to funding based
benefit restrictions under Section 436 of the Code, nor has any funding waiver from the IRS been received or requested with
respect to any Pension Plan, nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts
due and owing as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or
prior to the due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of


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ERISA, nor
has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension
Plan;


(d)               
Except where the failure of any of the following representations to be correct could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged
in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred
any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which
are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to
make a required installment or other required payment under Sections 412 or 430 of the Code;


(e)               
No Termination Event has occurred or is reasonably expected to occur;


(f)                
Except where the failure of any of the following representations to be correct could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary
course of business), lawsuit and/or investigation is existing or, to its knowledge, threatened concerning or involving (i) any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party
or any ERISA Affiliate, (ii) any Pension Plan or (iii) any Multiemployer Plan.


SECTION
7.10             
Margin Stock. No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities
in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock”
(as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve
System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock
or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of
Governors. Following the application of the proceeds of each Extension of Credit, not more than twenty-five percent (25%) of the
value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the
provisions of Section 9.2 or Section 9.5 or subject to any restriction contained in any agreement or instrument
between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will
be “margin stock”.


SECTION
7.11             
Government Regulation. No Credit Party nor any Subsidiary thereof is required to register as an “investment
company” within the meaning of the Investment Company Act of 1940, and no Credit Party nor any Subsidiary thereof is, or
after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, or any other Applicable
Law which limits its ability to incur or consummate the transactions contemplated hereby.


SECTION
7.12             
Material Contracts. The Borrower’s filings with the SEC set forth a complete and accurate list of all
Material Contracts of each Credit Party and each Subsidiary thereof in effect as of the Closing Date. Other than as set forth in
Schedule 7.12 to the Disclosure Letter, as of the Closing Date, each such Material Contract is, and after giving effect
to the consummation of the transactions contemplated by the Loan Documents will be, in full force and effect in accordance with
the terms thereof. As of the Closing Date, no Credit Party nor any Subsidiary thereof (nor, to its knowledge, any other party thereto)
is in breach of or in default under any Material Contract in any material respect.


SECTION
7.13             
Employee Relations. As of the Closing Date, no Credit Party or any Subsidiary thereof is party to any collective
bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule
7.13 to the Disclosure


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Letter. The
Borrower knows of no pending or threatened in writing strikes, work stoppage or other collective labor disputes involving its employees
or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


SECTION
7.14             
Burdensome Provisions. The Credit Parties and their respective Subsidiaries do not presently anticipate that
future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will
be so burdensome as to have a Material Adverse Effect. No Subsidiary is party to any agreement or instrument or otherwise subject
to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect
of its Equity Interests to the Borrower or any Subsidiary or to transfer any of its assets or properties to the Borrower or any
other Subsidiary in each case other than existing under or by reason of the Loan Documents or Applicable Law or as permitted by
Section 9.10.


SECTION
7.15             
Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for
the fiscal year ended July 31, 2014 delivered to the Administrative Agent and the Lenders prior to the Closing Date fairly present
in all material respects on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries
as at such dates, and the results of the operations and changes of financial position for the periods then ended. All such financial
statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements
show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent
required to be disclosed in financial statements prepared in accordance with GAAP. The pro forma financial statements and projections
delivered by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date were prepared in good faith on
the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions
except that such financial projections and statements shall be subject to normal year end closing and audit adjustments (it being
recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods
covered by such projections may vary from such projections).


SECTION
7.16             
No Material Adverse Change. Since July 31, 2014, there has been no material adverse change in the properties,
business, operations, or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, and no event
has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material
Adverse Effect.


SECTION
7.17             
Solvency. The Borrower and its Subsidiaries, on a Consolidated basis, are Solvent.


SECTION
7.18             
Title to Properties. Each Credit Party and each Subsidiary thereof has such title to the real property owned
or leased by it as is necessary or desirable to the conduct of its business and valid and legal title to all of its personal property
and assets, except those which have been disposed of by the Credit Parties and their Subsidiaries subsequent to such date which
dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder or where the failure to
do so could not reasonably be expected to have a Material Adverse Effect.


SECTION
7.19             
Litigation. There are no actions, suits or proceedings pending nor, to its knowledge, threatened in writing
against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective
properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be
expected to have a Material Adverse Effect.


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SECTION
7.20             
Anti-Terrorism; Anti-Money Laundering. No Credit Party nor any of its Subsidiaries or, to their knowledge,
any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2
of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the
Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or (C) the PATRIOT Act (collectively, the
“Anti-Terrorism Laws”) or (iii) is a Sanctioned Person. No part of the proceeds of any Extension of Credit hereunder
will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any
payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person
(including any Lender, the Arranger, the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender)
of any Anti-Terrorism Laws.


SECTION
7.21             
Absence of Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event
of Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default
or event of default by any Credit Party or any Subsidiary thereof under (i) any Material Contract or (ii) any judgment, decree
or order to which any Credit Party or any Subsidiary thereof is a party or by which any Credit Party or any Subsidiary thereof
or any of their respective properties may be bound or which would require any Credit Party or any Subsidiary thereof to make any
payment thereunder prior to the scheduled maturity date therefor that, in any case under this clause (b), could, either individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


SECTION
7.22             
Senior Indebtedness Status. The Obligations of each Credit Party under this Agreement and each of the other
Loan Documents rank and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness and effectively
senior to the extent of the value of the Collateral to all unsubordinated unsecured Indebtedness of each such Person and, to the
extent applicable, is designated as “Senior Indebtedness” under all instruments and documents, now or in the future,
relating to all Subordinated Indebtedness.


SECTION
7.23             
Disclosure. The Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders
all agreements, instruments and corporate or other restrictions to which any Credit Party and any Subsidiary thereof are subject,
and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. No financial statement, material report, material certificate or other material information furnished in writing
by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished), taken together as a whole and together with the Borrower’s filings with the SEC, contains any
untrue statement of a material 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,
pro forma financial information, estimated financial information and other projected or estimated information, such information
was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that
projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections
may vary from such projections); provided further that with respect to information relating to the Borrower’s industry generally
and trade data which relates to a Person that is not the Borrower or a Subsidiary thereof, the Borrower represents and warrants
only that such information is believed by it in good faith to be accurate in all material respects.


SECTION
7.24             
Compliance with FCPA.


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Each of the Credit Parties and their Subsidiaries
is in compliance in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.,
and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise
to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business
for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political
office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office,
and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such
Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§
78dd-1, et seq.


 


ARTICLE
VIII



AFFIRMATIVE COVENANTS


Until all of the
Obligations (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan
Document specifically survive repayment of the Loans for which no claim has been made) have been paid and satisfied in full in
cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized or other arrangements with respect thereto
have been made that are satisfactory to the Issuing Bank) and the Commitments terminated, each Credit Party will, and will cause
each of its Subsidiaries to:


SECTION
8.1                 
Financial Statements and Budgets. Deliver to the Administrative Agent, in form and detail reasonably satisfactory
to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary
practice):


(a)               
Annual Financial Statements. As soon as practicable and in any event within ninety (90) days (or, if earlier,
on the date of any required public filing thereof (after giving effect to any extensions for filing under Rule 12b-25 promulgated
under the Exchange Act)) after the end of each Fiscal Year (commencing with the Fiscal Year ended July 31, 2015), an audited Consolidated
balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income,
retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding
figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing
disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles
and practices during the year. Such annual financial statements shall be audited by an independent certified public accounting
firm of recognized national standing, and accompanied by a report and opinion thereon by such certified public accountants prepared
in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification
or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower
or any of its Subsidiaries not in accordance with GAAP.


(b)               
Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days (or, if
earlier, on the date of any required public filing thereof (after giving effect to any extensions for filing under Rule 12b-25
promulgated under the Exchange Act)) after the end of the first three fiscal quarters of each Fiscal Year (commencing with the
fiscal quarter ended January 31, 2015), an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the
close of such fiscal quarter and unaudited Consolidated statements of income and cash flows, including the notes thereto, all in
reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period
in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of
the effect on the financial position or results of operations of any change in the application of accounting principles and practices
during the period, and


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certified by
the chief financial officer of the Borrower to present fairly in all material respects the financial condition of the Borrower
and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its
Subsidiaries for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.


(c)               
Annual Projections. As soon as practicable and in any event within one hundred twenty (120) days after the
end of each Fiscal Year, a projected income statement, balance sheet and statement of cash flows of the Borrower and its Subsidiaries,
on a consolidated basis, for the upcoming Fiscal Year, accompanied by a certificate from a Responsible Officer of the Borrower
to the effect that such projected income statement, balance sheet and statement of cash flows contain good faith projections (utilizing
assumptions believed to be reasonable at the time of delivery of such projections) of the consolidated financial condition and
operations of the Borrower and its Subsidiaries for such period.


SECTION
8.2                 
Certificates; Other Reports. Deliver to the Administrative Agent (which shall promptly make such information
available to the Lenders in accordance with its customary practice):


(a)               
at each time financial statements are delivered pursuant to Sections 8.1(a) or (b), (i) a duly completed
Officer’s Compliance Certificate signed by the chief executive officer, chief financial officer, vice president of finance,
treasurer or controller of the Borrower, (ii) a report containing management’s discussion and analysis of such financial
statements and (iii) a calculation of Excess Cash Flow; provided, however, such calculation of Excess Cash Flow shall only
be required annually (with financial statements delivered pursuant to Section 8.1(a)) unless the Total Net Leverage Ratio
as of the most recent fiscal quarter end is greater than or equal to 3.00 to 1.00;


(b)               
promptly upon receipt thereof, copies of all reports, if any, submitted to the Borrower or its board of directors
by its independent public accountants in connection with their auditing function, including, without limitation, any management
report and any management responses thereto;


(c)               
promptly after the furnishing thereof, copies of any statement or report with respect to any event of default furnished
to any holder of Indebtedness of any Credit Party or any Subsidiary thereof in excess of the Threshold Amount pursuant to the terms
of any indenture, loan or credit or similar agreement;


(d)               
promptly after the institution or filing thereof, notice of any action or proceeding against any Credit Party or
any Subsidiary thereof with respect to any Environmental Law that could reasonably be expected to have a Material Adverse Effect;


(e)               
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 Borrower generally in their capacity as such, and copies of all annual, regular,
periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under
Section 13 or 15(d) of the Exchange Act, and in any case not otherwise required to be delivered to the Administrative Agent
pursuant hereto;


(f)                
promptly, and in any event within five (5) Business Days after receipt thereof by any Credit Party or any Subsidiary
thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of any Credit
Party or any Subsidiary thereof;


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(g)               
promptly upon the request thereof, such other information and documentation required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations (including, without limitation,
the PATRIOT Act), as from time to time reasonably requested by the Administrative Agent or any Lender; and


(h)               
such other information regarding the operations, business affairs and financial condition of any Credit Party or
any Subsidiary thereof as the Administrative Agent or any Lender may reasonably request.


Documents required to be delivered pursuant
to Section 8.1(a) or (b) or Section 8.2(e) or any management report required to be delivered pursuant
to Section 8.2(a) (to the extent any such documents or reports are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed
in Section 12.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by facsimile
or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Borrower
shall be required to provide (by facsimile or electronic mail) copies of the Officer’s Compliance Certificates required by
Section 8.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Borrower 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.


SECTION
8.3                 
Notice of Litigation and Other Matters. Promptly (but in no event later than ten (10) Business Days after
any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall
promptly make such information available to the Lenders in accordance with its customary practice):


(a)               
the occurrence of any Default or Event of Default;


(b)               
the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and
proceedings in any court or before any arbitrator against or involving any Credit Party or any Subsidiary thereof or any of their
respective properties, assets or businesses in each case that if adversely determined could reasonably be expected to result in
a Material Adverse Effect;


(c)               
any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority
including, without limitation, any notice of violation of Environmental Laws which in any such case could reasonably be expected
to have a Material Adverse Effect;


(d)               
any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any
Credit Party or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect;


(e)               
any attachment, judgment, lien, levy or order exceeding the Threshold Amount assessed against any Credit Party or
any Subsidiary thereof;


(f)                
any event which constitutes or which with the passage of time or giving of notice or both would constitute a default
or event of default under any Material Contract to which the Borrower or any


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of its Subsidiaries
is a party or by which the Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably
be expected to have a Material Adverse Effect;


(g)               
(i) any unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit Plan
under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA
Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan,
(iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition
or amount of withdrawal liability pursuant to Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or reason
to know that any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan
under a distress termination within the meaning of Section 4041(c) of ERISA;


(h)               
promptly, any other development or event which could reasonably be expected to have a Material Adverse Effect; and


(i)                 
copies of all material notices relating to the Private Placement Note Purchase Agreement, the Additional Pari Passu
Agreements or the Senior Notes received from or sent to the Noteholders.


Each notice pursuant
to Section 8.3 (other than Section 8.3(i)) shall be accompanied by a statement of a Responsible Officer
of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and
proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any
and all provisions of this Agreement and any other Loan Document that have been breached.


SECTION
8.4                 
Preservation of Corporate Existence and Related Matters. Except as permitted by Section 9.4, preserve
and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its
business, and if applicable qualify and remain qualified as a foreign corporation or other entity and authorized to do business
in each jurisdiction in which the failure to so maintain or qualify could reasonably be expected to have a Material Adverse Effect.


SECTION
8.5                 
Maintenance of Property and Licenses.


(a)               
In addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in
and material to its business, including copyrights, patents, trade names, service marks and trademarks; maintain in good working
order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal property; and
from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary
for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable
manner, in each case for this clause (a) except as such action or inaction would not reasonably be expected to result in a Material
Adverse Effect.


(b)               
Maintain, in full force and effect in all material respects, each and every license, permit, certification, qualification,
approval or franchise issued by any Governmental Authority (each a “License”) required for each of them to conduct
their respective businesses as presently conducted, except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect.


SECTION
8.6                 
Insurance. Maintain insurance with financially sound and reputable insurance companies against at least such
risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law
and as are required by any Security


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Documents.
All such insurance shall, (a) name the Collateral Agent as an additional insured party thereunder and (b) in the case
of each casualty insurance policy, name the Collateral Agent as lender’s loss payee.


SECTION
8.7                 
Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper books, records
and accounts (which shall be true and complete in all material respects) as may be necessary to permit the preparation of financial
statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over
it or any of its Properties.


SECTION
8.8                 
Payment of Taxes and Other Obligations. Pay and perform (a) all taxes, assessments and other governmental
charges that may be levied or assessed upon it or any of its Property and (b) all other Indebtedness, obligations and liabilities
in accordance with customary trade practices, except where the failure to pay or perform such items described in clauses (a)
or (b) of this Section could not reasonably be expected to have a Material Adverse Effect.


SECTION
8.9                 
Compliance with Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain
in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.


SECTION
8.10             
Environmental Laws. In addition to and without limiting the generality of Section 8.9, except
as would not reasonably be expected to result in a Material Adverse Effect, (a) comply with all applicable Environmental Laws
and obtain and comply with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws, and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal
and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental
Authority regarding Environmental Laws.


SECTION
8.11             
Compliance with ERISA. In addition to and without limiting the generality of Section 8.9, (a) except
where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with
respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably
be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction
that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a
manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary
as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s
request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.


SECTION
8.12             
[Reserved].


SECTION
8.13             
Visits and Inspections. Permit representatives of the Administrative Agent, the Collateral Agent or any Lender,
from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower,
to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including, but not limited
to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants,
its business, assets, liabilities, financial condition, results of operations and business; provided that excluding any
such visits and inspections during the continuation of an Event of


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Default, the
Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year at the Borrower’s
expense and no Lender may exercise any such right; provided further that upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any
time without advance notice.


SECTION
8.14             
Additional Subsidiaries.


(a)               
Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary that
is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within
forty-five (45) days after such creation, acquisition or change (which change shall be determined and be deemed to have
occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement),
as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that
guarantees the Senior Notes to (i) become a Guarantor by delivering to the Collateral Agent a duly executed supplement to
the Guaranty Agreement and Security Agreement or such other document as the Collateral Agent shall deem appropriate for such purpose,
(ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreement) owned by
such Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other
document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security
Document, (iii) deliver to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1
as may be reasonably requested by the Collateral Agent, (iv) to the extent required by the Security Agreement, deliver to
the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing
the Equity Interests of such Person (to the extent certificated), (v) deliver to the Collateral Agent such updated Schedules
to the Loan Documents as reasonably requested by the Collateral Agent with respect to such Person, and (vi) deliver to the
Collateral Agent such other documents as may be reasonably requested by the Collateral Agent, all in form, content and scope reasonably
satisfactory to the Collateral Agent.


(b)               
Additional Foreign Subsidiaries. Notify the Collateral Agent promptly after any Person becomes a First Tier
Foreign Subsidiary, and promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time
period may be extended by the Collateral Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to
the Collateral Agent Security Documents pledging sixty‐five percent (65%) of the total outstanding voting Equity Interests
(and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent
thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated
Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction)
evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other
transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to
the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested
by the Collateral Agent, (iii) such Person to deliver to the Collateral Agent such updated Schedules to the Loan Documents
as requested by the Collateral Agent with regard to such Person and (iv) such Person to deliver to the Collateral Agent such
other documents as may be reasonably requested by the Collateral Agent, all in form, content and scope reasonably satisfactory
to the Collateral Agent. Notwithstanding the foregoing, in no event shall any Credit Party or any Subsidiary thereof be required
to deliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under,
the laws of any non-U.S. jurisdiction.


(c)               
Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for
the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds
any assets or liabilities other than any merger consideration


77






 


contributed
to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions
set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at
which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a)
or (b), as applicable, within forty-five (45) days of the consummation of such Permitted Acquisition, as such time period
may be extended by the Collateral Agent in its sole discretion).


(d)               
Exclusions. The provisions of this Section 8.14 shall not apply to assets as to which the Collateral
Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection
thereof outweigh the value of the security afforded thereby.


SECTION
8.15             
Use of Proceeds.


(a)               
The Borrower shall use the proceeds of the Extensions of Credit (i) to finance Capital Expenditures, (ii) pay
fees, commissions and expenses in connection with the Transactions, and (iii) for working capital and general corporate purposes
of the Borrower and its Subsidiaries.


(b)               
The Borrower shall use the proceeds of any Incremental Term Loan and any Incremental Revolving Credit Increase as
permitted pursuant to Section 5.13, as applicable.


SECTION
8.16             
Further Assurances.


Execute any
and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing
and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative
Agent, the Collateral Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the
Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents
or the validity or priority of any such Lien, all at the expense of the Credit Parties.  The Borrower also agrees to
provide to the Administrative Agent and the Collateral Agent, from time to time upon the reasonable request by the Administrative
Agent or the Collateral Agent, evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent as to the
perfection and priority of the Liens created or intended to be created by the Security Documents.



SECTION
8.17                 
Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 2, in each case within the time limits
specified on such schedule.



ARTICLE
IX



NEGATIVE COVENANTS


Until all of the
Obligations (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan
Document specifically survive repayment of the Loans for which no claim has been made) have been paid and satisfied in full in
cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized or other arrangements with respect thereto
have been made that are satisfactory to the Issuing Bank) and the Commitments terminated, each Credit Party will not, and will
not permit any of their respective Subsidiaries to:


SECTION
9.1                 
Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:


(a)               
the Obligations;


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(b)               
Indebtedness and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated
interest rate, exchange rate, commodity price or other risks and not for speculative purposes;


(c)               
Indebtedness existing on the Closing Date and listed on Schedule 9.1 to the Disclosure Letter, and any refinancings,
refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased
at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable
amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder, (ii) the final maturity date and weighted average life of such refinancing, refunding,
renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding,
renewal or extension and (iii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be
(A) on subordination terms at least as favorable to the Lenders, (B) no more restrictive on the Borrower and its Subsidiaries
than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (C) in an amount not less than the
amount outstanding at the time of such refinancing, refunding, renewal or extension (the foregoing clauses (A) and (B) being determined
by the Borrower in its reasonable judgment);


(d)               
Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person
in connection with an Investment permitted pursuant to Section 9.3, to the extent that (i) such Indebtedness was
not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither
the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires
the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate
outstanding principal amount of such Indebtedness does not exceed $5,000,000 at any time outstanding;


(e)               
Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (d), clause
(i), clause (j), clause (n) and clause (o) of this Section;


(f)                
unsecured intercompany Indebtedness:


(i) owed
by any Credit Party to another Credit Party;


(ii) owed
by any Credit Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations
in a manner reasonably satisfactory to the Administrative Agent);


(iii)              
owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; and


(iv) owed
by any Non-Guarantor Subsidiary to any Credit Party to the extent permitted pursuant to Section 9.3(a)(vi);


(g)               
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar
instrument drawn against insufficient funds in the ordinary course of business;


(h)               
Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with
respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations
in respect of any of the foregoing;


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(i)                 
Additional Pari Passu Debt, provided that the total aggregate principal amount for all such Additional
Pari Passu Debt when combined with the aggregate outstanding amount of any Incremental Loan Commitments shall not (as of any date
of incurrence thereof) exceed $250,000,000 or, if greater, an amount equal to the amount of additional Indebtedness that would
not cause the Consolidated Total Net Leverage Ratio as of the four (4) consecutive fiscal quarter period most recently ended prior
to the incurrence of such additional Indebtedness, calculated on a Pro Forma Basis after giving effect to the incurrence of such
additional Indebtedness (assuming any Incremental Revolving Credit Commitment is fully drawn but without netting the cash proceeds
of such Indebtedness), to exceed 2.50 to 1.00;


(j)                 
Indebtedness incurred under Private Placement Note Purchase Agreement in an aggregate principal amount not to exceed
$400,000,000 at any time outstanding;


(k)               
Indebtedness under the Cash Collateralized Letters of Credit in an aggregate amount not to exceed $25,000,000;


(l)                 
Indebtedness arising in connection with customary Cash Management Agreements;


(m)             
customer deposits and advance payments received in the ordinary course of business from customers for goods or services
purchased in the ordinary course of business;


(n)               
Indebtedness (including purchase money Indebtedness and Capital Leases financing the acquisition, improvement, or
construction of equipment (and related software), real estate or facilities) of the Credit Parties and their Subsidiaries in an
aggregate principal amount not to exceed 10% of Consolidated Total Assets of the Borrower and its Subsidiaries at any time outstanding;
provided, however, (i) no Default or Event of Default shall exist or result therefrom and (ii) Indebtedness of Foreign Subsidiaries
shall not exceed an aggregate principal amount at any time outstanding equal to 7.5% of Consolidated Total Assets of the Borrower
and its Subsidiaries as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered
pursuant to Section 8.1; and


(o)               
other unsecured Indebtedness of the Credit Parties so long as (i) no Default or Event of Default shall exist or result
therefrom and (ii) before and after giving effect thereto on a Pro Forma Basis the Consolidated Total Net Leverage Ratio of the
Borrower and its Subsidiaries (without any deductions with respect to the cash proceeds of any such Indebtedness in calculating
net Indebtedness) is less than 3.25 to 1.00.


SECTION
9.2                 
Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether
now owned or hereafter acquired, except:


(a)               
Liens created pursuant to the Loan Documents (including, without limitation, Liens in favor of the Swingline Lender
and/or the Issuing Lenders, as applicable, on Cash Collateral granted pursuant to the Loan Documents);


(b)               
Liens in existence on the Closing Date and described on Schedule 9.2 to the Disclosure Letter, and the replacement,
renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any refinancing, refunding,
renewal or extension of Indebtedness pursuant to Section 9.1(c) (solely to the extent that such Liens were in existence
on the Closing Date and described on Schedule 9.2 to the Disclosure Letter)); provided that the scope of any such
Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that
in existence on the Closing Date, except for products and proceeds of the foregoing;


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(c)               
Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any
of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed thirty
(30) days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings
if adequate reserves are maintained to the extent required by GAAP;


(d)               
Liens of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or
rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than thirty (30) days,
or if more than thirty (30) days overdue, no action has been taken to enforce such Liens and such Liens are being contested in
good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not,
individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of
its Subsidiaries;


(e)               
deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations
under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure
the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than
bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course
of business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion
of the Collateral on account thereof;


(f)                
encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real
property, which in the aggregate are not substantial in amount and which do not, in any case, detract from the value of such property
or impair the use thereof in the ordinary conduct of business;


(g)               
Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased
pursuant to operating leases entered into in the ordinary course of business of the Borrower and its Subsidiaries;


(h)               
Liens securing (i) purchase money Indebtedness and Capital Leases permitted under Section 9.1(n); provided that (A)
such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of
the related Property, (B) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness
(together with additions, accessions and improvements thereto and the proceeds and products thereof), (C) the amount of Indebtedness
secured thereby is not increased and (D) the principal amount of Indebtedness secured by any such Lien shall at no time exceed
one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property
at the time of purchase, repair, improvement or lease (as applicable); and (ii) Liens securing Indebtedness of Foreign Subsidiaries
permitted under Section 9.1(n);


(i)                 
Liens securing judgments for the payment of money not constituting an Event of Default under Section 10.1(l)
or securing appeal or other surety bonds relating to such judgments;


(j)                 
Liens on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired
pursuant to a Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible
property or tangible assets are purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a transaction
permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such
Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other


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acquisition,
(B) such Liens are applicable only to specific Property and the proceeds thereof, (C) such Liens are not “blanket”
or all asset Liens, (D) such Liens do not attach to any other Property of the Borrower or any of its Subsidiaries and (E) the
Indebtedness secured by such Liens is permitted under Section 9.1(d) of this Agreement);


(k)               
Liens arising as a matter of law or created in the ordinary course of business in the nature of (i) normal and customary
rights of setoff and bankers’ liens upon deposits of cash in favor of banks or other depository institutions and (ii) Liens
securing reasonable and customary fees for services in favor of banks, securities intermediaries or other depository institutions;


(l)                 
 Liens of (i) a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform
Commercial Code in effect in the relevant jurisdiction and (ii)  any depositary bank in connection with statutory, common
law and contractual rights of set-off and recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof;


(m)             
(i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to
any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers
granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;


(n)               
any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license
or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with
the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or
its Subsidiaries or (ii) secure any Indebtedness;


(o)               
Liens securing Indebtedness permitted under Sections 9.1(i), (j) and (k);


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


(q)               
customary Liens on insurance proceeds securing financed insurance premiums in the ordinary course of business;


(r)                
Liens on any cash earnest money deposit made by the Borrower or any Subsidiary in connection with any letter of intent
or acquisition agreement relating to a Permitted Acquisition, Disposition or other transaction that is not prohibited by this Agreement;


(s)               
customary Liens granted in favor of a trustee pursuant to an indenture relating to Indebtedness not prohibited under
this Agreement to the extent such Liens (i) only secure customary compensation, indemnification and reimbursement obligations owing
to such trustee under such indenture and (ii) are limited to the cash held by such trustee (excluding cash held in trust for the
payment of such Indebtedness);


(t)                
deposits as security for contested Taxes or contested import or customs duties;


(u)               
customary Liens granted in the ordinary course of business securing any overdraft and related liabilities arising
under Cash Management Agreements;


(v)               
customary rights of first refusal, voting, redemption, transfer or other restrictions with respect to the Equity
Interests in any joint venture entities or other Persons that are not Subsidiaries;


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(w)             
Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness
not prohibited by this Agreement;


(x)               
assignments of the right to receive income effected as part of the sale of a Subsidiary or a business unit that is
otherwise permitted pursuant to Section 9.5; and


(y)               
other Liens securing Indebtedness or other obligations permitted hereunder in an aggregate principal amount at any
time outstanding not exceeding $5,000,000.


Notwithstanding anything to the contrary contained
in this Section 9.2, the Borrower shall not permit any of its owned real property assets to be subject to any Lien (other
than as permitted pursuant to Section 9.2(h) or Section 9.2(j)) securing funded Indebtedness.


 


SECTION
9.3                 
Investments. Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions),
directly or indirectly, any Equity Interests (including, without limitation, the creation or capitalization of any Subsidiary),
evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other
Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly,
any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing,
“Investments”) except:


(a)               
(i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date;


(ii) Investments
existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule
9.3 to the Disclosure Letter;


(iii) Investments
made after the Closing Date by any Credit Party in any other Credit Party;


(iv)Investments
made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;


(v)Investments
made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party; and


(vi)Investments
made after the Closing Date by any Credit Party in any Non-Guarantor Subsidiary in an aggregate amount at any time outstanding
not to exceed $10,000,000 (provided that any Investments in the form of loans or advances made by any Credit Party to any
Non-Guarantor Subsidiary pursuant to this clause (vi) shall be evidenced by a demand note in form and substance reasonably
satisfactory to the Administrative Agent);


(vii)intercompany charges of expenses in the ordinary course
of business;


 


(b)               
Investments in cash and Investments constituting Cash Equivalents at the time acquired;


(c)               
advances to officers, directors and employees of the Borrower and Subsidiaries made in the ordinary course of business
and substantially consistent with past practice for travel, entertainment, relocation, commission advances and analogous ordinary
business purposes;


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(d)               
deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted
by Section 9.2;


(e)               
Hedge Agreements permitted pursuant to Section 9.1;


(f)                
purchases of assets in the ordinary course of business;


(g)               
Investments by the Borrower or any Subsidiary thereof in the form of Permitted Acquisitions;


(h)               
Investments in the form of Restricted Payments permitted pursuant to Section 9.6;


(i)                 
Guarantee obligations permitted pursuant to Section 9.1 and guarantees in respect of obligations that
do not constitute Indebtedness;


(j)                 
Investments consisting of extensions of credit in the nature of accounts receivable (including intercompany receivables
and intercompany charges or expenses) or notes receivable arising from the grant of trade credit in the ordinary course of business,
prepayments or other credits to suppliers or vendors made in the ordinary course of business and Investments received in satisfaction
or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;


(k)               
Investments held by any Person that becomes a Subsidiary of the Borrower after the date hereof pursuant to a Permitted
Acquisition; provided that such Investments are existing at the time such Person becomes a Subsidiary of the Borrower and
were not made in contemplation of such Permitted Acquisition;


(l)                 
to the extent permitted by Section 9.5, Investments consisting of non-cash consideration received for any
Disposition permitted by Section 9.5;


(m)             
Investments that consist of or result from a merger or consolidation permitted by Section 9.4;


(n)               
Investments so long as the Consolidated Total Net Leverage Ratio both before and after giving effect to any such
Investment on a Pro Forma Basis is less than 3.00 to 1.00; provided, that, (i) both before and after giving effect to any
such Investment pursuant to this clause on a Pro Forma Basis (A) Minimum Liquidity shall be not less than $75,000,000 and (B) no
Default or Event of Default shall have occurred and be continuing and (ii) this clause (n) shall not be used to consummate Acquisitions;
and


(o)               
Investments, so long as the Consolidated Total Net Leverage Ratio both before and after giving effect to any such
Investment on a Pro Forma Basis is less than 3.25 to 1.00, in an aggregate amount not to exceed the Available Amount; provided,
that, (i) both before and after giving effect to any such Investment pursuant to this clause on a Pro Forma Basis (A) Minimum Liquidity
shall be not less than $75,000,000 and (B) no Default or Event of Default shall have occurred and be continuing and (ii) this clause
(o) shall not be used to consummate Acquisitions.


 


For purposes of determining the amount
of any Investment outstanding for purposes of this Section 9.3, such amount shall be deemed to be the amount of such
Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment)
less any


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amount realized in respect of such Investment
upon the sale, collection or return of capital (not to exceed the original amount invested).


SECTION
9.4                 
Fundamental Changes. Merge, consolidate or consummate any similar combination with, or consummate any Asset
Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other
Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:


(a)               
(i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the
Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary
of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall
be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become
a Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);


(b)               
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with
or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic
Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that
is a Domestic Subsidiary;


(c)               
any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding
up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor
Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;


(d)               
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its
assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary and (ii) any Non-Guarantor
Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution,
winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary or the Borrower;


(e)               
any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed
to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted
pursuant to Section 9.3(g)); provided; that if any Credit Party is a party thereto, such Credit Party (or a
Person who becomes a Credit Party) will be the surviving corporation;


(f)                
any Subsidiary that is not a Credit Party may liquidate or dissolve if (A) such liquidation or dissolution is not
materially disadvantageous to the Lenders and (B) all assets of such liquidated or dissolved Subsidiary, after payment of all creditors
of such Subsidiary, shall be conveyed to the Borrower or a Subsidiary;


(g)               
any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition
permitted pursuant to Section 9.3(g); provided that (i) in the case of a merger involving the Borrower
or a Guarantor, the continuing or surviving Person shall be the Borrower or such Guarantor and (ii) the continuing or surviving
Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and


(h)               
Asset Dispositions permitted pursuant to Section 9.5(d) or Section 9.5(f).


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SECTION
9.5                 
Asset Dispositions. Make any Asset Disposition except:


(a)               
the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any
of its Subsidiaries;


(b)               
non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering,
individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;


(c)               
leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries
to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in
any material respect with the business of the Borrower or any of its Subsidiaries;


(d)               
Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of
Section 4.4(b) are complied with in connection therewith;


(e)               
Assets Dispositions in connection with transactions permitted by Section 9.4; and


(f)                
Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such
Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition
is made for fair market value and the consideration received shall be no less than 75% in cash or Cash Equivalents, and (iii) the
aggregate fair market value of all property disposed of in reliance on this clause (f) shall not exceed (A) to the extent the Total
Net Leverage Ratio both before and after giving effect to such Asset Disposition is less than or equal to 3.00 to 1.00, 3.0% of
Consolidated Total Assets of the Borrower and its Subsidiaries (measured as of the end of the most recent fiscal quarter) during
any Fiscal Year and (B) to the extent the Total Net Leverage Ratio both before and after giving effect to such Asset Disposition
is greater than 3.00 to 1.00, $25,000,000 in any Fiscal Year.


SECTION
9.6                 
Restricted Payments. Declare or pay any dividend on, or make any payment or other distribution on account
of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous
fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of any Credit Party or any
Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any
Credit Party or any Subsidiary thereof (all of the foregoing, the “Restricted Payments”) provided that:


(a)               
the Borrower or any of its Subsidiaries may pay dividends in shares of its own Qualified Equity Interests;


(b)               
any Subsidiary of the Borrower may pay cash dividends to the Borrower or any Guarantor;


(c)               
any Non-Guarantor Subsidiary may make Restricted Payments to the Borrower or any other Subsidiary (and, if applicable,
to other holders of its outstanding Equity Interests on a ratable basis);


(d)               
So long as (A) no Default or Event of Default has occurred or would result therefrom and (B) the Borrower is in compliance
with each of the financial covenants contained in Section 9.15 both before and after giving effect to thereto on a Pro Forma
Basis, repurchases up to $550,000,000 million of common Equity Interests of the Borrower within 12 months following the Closing
Date;


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(e)               
the Borrower may declare and make (and each Subsidiary of the Borrower may declare and make to enable the Borrower
to do the same) Restricted Payments not otherwise permitted by this Section, (1) so long as the Consolidated Total Net Leverage
Ratio both before and after giving effect to any such Restricted Payment on a Pro Forma Basis is less than 3.00 to 1.00, in an
unlimited amount and (2) if clause (1) is not available, so long as the Consolidated Total Net Leverage Ratio both before and after
giving effect to any such Restricted Payment on a Pro Forma Basis is less than 3.25 to 1.00, in an aggregate amount not to exceed
the Available Amount; provided, that, Minimum Liquidity shall be not less than $75,000,000 both before and after giving
effect to any such Restricted Payment pursuant to this clause (e) on a Pro Forma Basis;


(f)                
the Borrower and its Subsidiaries may make non-cash Restricted Payments pursuant to and in accordance with stock
option plans or other benefit plans for management, employees or other eligible service providers of the Borrower and its Subsidiaries
or in connection with a Permitted Acquisition involving the issuance of Equity Interests of the Borrower to its employees or other
eligible service providers outside of a stock option or benefit plan that are subject to vesting and forfeiture conditions;


(g)               
the Borrower may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock
dividends, splits or combinations, business combinations or conversions of convertible securities, or the exercise of warrants
or the net share settlement thereof;


(h)               
the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests
pursuant to equity-based compensation plans;


(i)                 
the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests
of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims;


(j)                 
the Borrower may distribute rights pursuant to a stockholder rights plan or make redemptions of such rights; provided
that (i) such redemptions are in accordance with the terms of such stockholder rights plan and (ii) the aggregate amount of all
such redemptions made during the term of this Agreement do not exceed $1,000,000;


(k)               
to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into and consummate transactions
expressly permitted by Section 9.4; and


(l)                 
the Borrower may make payments or distributions to dissenting stockholders as required by applicable Law.


SECTION
9.7                 
Transactions with Affiliates. Directly or indirectly enter into any transaction, including, without limitation,
any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar
fees, with (a) any officer, director, holder of any Equity Interests in, or other Affiliate of, the Borrower or any of its
Subsidiaries or (b) any Affiliate of any such officer, director or holder, other than:


(i)                 
transactions permitted by Section 9.6;


(ii)               
transactions existing on the Closing Date and described on Schedule 9.7 to the Disclosure Letter;


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(iii)              
transactions between or among the Borrower and any Subsidiary or between or among Subsidiaries;


(iv)             
other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable
arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors
(or equivalent governing body) of the Borrower;


(v)               
employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements)
and indemnification agreements or arrangements with their respective officers and employees in the ordinary course of business;
and


(vi)             
payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers
and employees of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership
or operation of the Borrower and its Subsidiaries.


SECTION
9.8                 
Accounting Changes; Organizational Documents.


(a)               
Change the Fiscal Year end of the Borrower, or make (without the consent of the Administrative Agent) any material
change in its accounting treatment and reporting practices except as required by GAAP.


(b)               
Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents)
or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests
of the Lenders.


SECTION
9.9                 
Payments and Modifications of Subordinated Indebtedness.


(a)               
Amend, modify, waive or supplement any of the terms or provisions of the Private Placement Note Purchase Agreement,
and Additional Pari Passu Agreement or Subordinated Indebtedness in any respect which would (i) materially and adversely affect
the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its
reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than
the representations, warranties, covenants or events of default contained herein without first offering the same such representations,
warranties, covenants or events of default to the Lenders hereunder.


(b)               
Cancel, forgive, make any voluntary prepayment on, or redeem or acquire for value (including, without limitation,
(x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when
due and (y) at the maturity thereof) any Subordinated Indebtedness, except:


(i)                 
refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c),
(f), (n) or (o), and by any subordination provisions applicable thereto;


(ii)               
payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests;
and


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(iii)              
the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c),
(f), (n) or (o) (other than any such payments prohibited by any subordination provisions applicable thereto).


SECTION
9.10             
No Further Negative Pledges; Restrictive Agreements.


(a)               
Enter into or assume any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets to secure the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security
for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan
Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(n)
(provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary
restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary
restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided
that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) restrictions
existing on the date hereof and set forth on Schedule 9.10 to the Disclosure Letter, (vi) restrictions in agreement in connection
with Indebtedness permitted by Section 9.1(c), (vii) restrictions contained in the Private Placement Note Purchase Agreement
and the documents and agreements entered into in connection therewith, (viii) restrictions contained in documents and agreements
governing Additional Pari Passu Debt, (ix) customary restrictions contained in contractual obligations incurred in the ordinary
course of business and on customary terms which limit Liens on such contractual obligation, (x) customary provisions restricting
the subletting or assignment of any lease governing a leasehold interest and other customary provisions in licenses and other contracts
restricting the assignment thereof, (xi) customary restrictions and conditions contained in any agreement relating to an Asset
Sale permitted by Section 9.5; provided that such restrictions and conditions apply only to the asset to be sold, (xii)
any prohibition or limitation that exists pursuant to any applicable Requirement of Law, and (xiii) restrictions or prohibitions
contained in any agreements binding on any Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary
was acquired (and not created in contemplation of such acquisition); provided that such restrictions and prohibitions apply only
to such Subsidiary.


(b)               
Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the
ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party
or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits,
(ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit
Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the
other Loan Documents, (B) Applicable Law, (C) the Private Placement Note Purchase Agreement and the documents and agreements
entered into in connection therewith and (D) restrictions contained in documents and agreements governing Additional Pari Passu
Debt.


(c)               
Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the
ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any
Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings
or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement
and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant
to Section 9.1(n) (provided that any such restriction contained therein relates only to the asset or assets
acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided
that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations
that are binding on a Subsidiary at the time


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such Subsidiary
first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming
a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale
is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale,
(G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by
this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting
assignment of any agreement entered into in the ordinary course of business, (I) the Private Placement Note Purchase Agreement
and the documents and agreements entered into in connection therewith, (J) restrictions contained in documents and agreements governing
Additional Pari Passu Debt and (K) restrictions contained in documents and agreements governing Indebtedness permitted under Section
9.1(n).


SECTION
9.11             
Nature of Business. Engage in any business other than the business conducted by the Borrower and its Subsidiaries
as of the Closing Date and business activities reasonably related or ancillary thereto or that are reasonable extensions thereof.


SECTION
9.12             
[Reserved].


SECTION
9.13             
Sale Leasebacks. Except in connection with the incurrence of Indebtedness permitted by Section 9.1(n), directly
or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating
lease or a Capital Lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired, (a) which
any Credit Party or any Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit
Party or Subsidiary of a Credit Party or (b) which any Credit Party or any Subsidiary of a Credit Party intends to use for
substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or
such Subsidiary to another Person which is not another Credit Party or Subsidiary of a Credit Party in connection with such lease.


SECTION
9.14             
[Reserved].


SECTION
9.15             
Financial Covenants.


(a)               
Consolidated Total Net Leverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Total
Net Leverage Ratio to be greater than 3.50 to 1.00;


(b)               
Consolidated Interest Coverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Interest
Coverage Ratio to be less than 3.00 to 1.00.


SECTION
9.16             
[Reserved].


SECTION
9.17             
Disposal of Subsidiary Interests. Permit any Domestic Subsidiary to be a non-Wholly-Owned Subsidiary except
as a result of or in connection with a dissolution, merger, amalgamation, consolidation or disposition permitted by Section 9.4
or 9.5.


ARTICLE
X



DEFAULT AND REMEDIES


SECTION
10.1             
Events of Default. Each of the following shall constitute an Event of Default:


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(a)               
Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any
payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or
otherwise).


(b)               
Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by
reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation,
and such default shall continue for a period of three (3) Business Days.


(c)               
Misrepresentation. Any representation, warranty, certification or statement of fact made or deemed made by
or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered
in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect
or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made
or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan Document, or in
any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications,
shall be incorrect or misleading in any material respect when made or deemed made.


(d)               
Default in Performance of Certain Covenants. Any Credit Party or any Subsidiary thereof shall default in the
performance or observance of any covenant or agreement contained in Sections 8.1, 8.2, 8.3(a), 8.4
(solely with respect to the maintenance of the existence of the Borrower), 8.14, 8.15, 8.16 or Article
IX.


(e)               
Default in Performance of Other Covenants and Conditions. Any Credit Party or any Subsidiary thereof shall
default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than
as specifically provided for in this Section) or any other Loan Document and such default shall continue for a period of thirty (30)
days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a
Responsible Officer of any Credit Party having obtained knowledge thereof.


(f)                
Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) default in the payment
of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate principal amount, or with respect to any
Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any,
provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance
of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate
principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount
or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required,
any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired); provided that this
clause (f) shall not apply to Indebtedness secured by a Permitted Lien that becomes due as a result of the voluntary sale or transfer
of the property or assets securing such Indebtedness in a sale or transfer permitted under this Agreement, so long as such Indebtedness
is repaid when required under the documents providing for such Indebtedness.


(g)               
Change in Control. Any Change in Control shall occur.


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(h)               
Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary (other than an Immaterial Subsidiary)
thereof shall (i) commence a voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage
of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against
it in an involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate
manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial
part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make
a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of
the foregoing.


(i)                 
Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party
or any Subsidiary (other than an Immaterial Subsidiary) thereof in any court of competent jurisdiction seeking (i) relief
under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit
Party or any Subsidiary (other than an Immaterial Subsidiary) thereof or for all or any substantial part of their respective assets,
domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive
days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief
under such federal bankruptcy laws) shall be entered.


(j)                 
Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for
any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so
state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject
to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than
in accordance with the express terms hereof or thereof.


(k)               
ERISA Events. The occurrence of any of the following events: (i) a Termination Event or (ii) any Credit
Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any
such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer
has incurred a withdrawal liability requiring payments in an amount exceeding the Threshold Amount.


(l)                 
Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments
or orders (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company
does not dispute coverage) to exceed the Threshold Amount shall be entered against any Credit Party or any Subsidiary thereof by
any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of sixty (60)
consecutive days after the entry thereof.


(m)             
Note Purchase Agreements and Senior Notes. Any event of default shall occur under the Private Placement Note
Purchase Agreement, any Additional Pari Passu Agreement or Senior Notes.


SECTION
10.2             
Remedies. Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower:


(a)               
Acceleration; Termination of Credit Facility. Terminate the Revolving Credit Commitment and declare the principal
of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders
and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be


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entitled to
present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall
immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly
waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate
the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the
occurrence of an Event of Default specified in Section 10.1(h) or (i), the Credit Facility shall be automatically
terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice
of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to
the contrary notwithstanding.


(b)               
Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall
not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in
a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount
of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired
or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations on a pro rata basis. After
all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied
and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned
to the Borrower.


(c)               
General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this
Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations.


SECTION
10.3             
Rights and Remedies Cumulative; Non-Waiver; etc.


(a)               
The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement
is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not
preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other
right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by
suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to
be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the
other Loan Documents or to constitute a waiver of any Event of Default.


(b)               
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 Credit 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 10.2 for the benefit of all the Lenders and the Issuing Lenders;
provided 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 Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in
its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any
Lender


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from exercising
setoff rights in accordance with Section 12.4 (subject to the terms of Section 5.6), 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 Credit 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 10.2 and (ii) in addition to the matters set forth in clauses
(b), (c) and (d) of the preceding proviso and subject to Section 5.6, 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.


SECTION
10.4             
Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 10.2
or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all
payments received on account of the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall
be applied by the Administrative Agent as follows:


First, to
payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney
fees, payable to the Administrative Agent in its capacity as such, the Issuing Lenders in their capacity as such and the Swingline
Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lenders and Swingline Lender in proportion
to the respective amounts described in this clause First payable to them;


Second, to
payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective
amounts described in this clause Second payable to them;


Third, to
payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations,
ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


Fourth, to
payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment
obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing
Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth
payable to them;


Fifth, to
the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize any L/C Obligations then outstanding; and


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


Excluded Swap Obligations
with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but
appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations
otherwise set forth above in this Section 10.4.


Notwithstanding
the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded
from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting


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documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management
Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such
notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article
XI for itself and its Affiliates as if a “Lender” party hereto.


SECTION
10.5             
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 Credit Party, the Administrative Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise:


(a)               
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
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 Issuing Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 3.3,
5.3 and 12.3) allowed in such judicial proceeding; and


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


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and each Issuing Lender 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 Issuing Lenders, 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 3.3, 5.3 and 12.3.


SECTION
10.6             
Credit Bidding.


(a)               
The Administrative Agent, on behalf of itself and the Lenders, shall, upon the direction of the Required Lenders,
have the right to credit bid and purchase (either directly or through one or more acquisition entities) for the benefit of the
Administrative Agent and the Lenders all or any portion of Collateral (i) at any sale thereof conducted by the Administrative Agent
at the direction of the Required Lenders under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the
Uniform Commercial Code, (ii) at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including
Section 363 thereof, or a sale under a confirmed plan of reorganization, or (iii) at any other sale or foreclosure conducted by
the Administrative Agent at the direction of the Required Lenders (whether by judicial action or otherwise) in accordance with
Applicable Law. In connection with any such credit bid, the Obligations shall be credit bid on a ratable basis with Obligations
in respect of contingent or unliquidated claims receiving contingent interest in the acquired assets (or Capital Stock of any acquisition
entity used in connection with such acquisition) that would vest upon the liquidation of such claims.


(b)               
Each Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of
the Administrative Agent and the Required Lenders, it will not take any enforcement action prior to maturity under any Loan Document,
or exercise any right that it might


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otherwise have
under Applicable Law to credit bid at foreclosure sales, Uniform Commercial Code sales or other similar dispositions of Collateral.


 


ARTICLE
XI



THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT


SECTION
11.1             
Appointment and Authority.


(a)               
Each of the Lenders and each Issuing Lender hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative
Agent and Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and/or the Collateral
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and/or the Collateral
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 Collateral Agent, the Lenders and the Issuing Lenders,
and neither the Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions (other
than Section 11.6). 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 and/or the Collateral 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.


(b)               
The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and
each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lenders hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured
Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter
into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection,
the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the
Administrative Agent pursuant to this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any
portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of
the Administrative Agent), shall be entitled to the benefits of all provisions of Articles XI and XII (including
Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under
the Loan Documents) as if set forth in full herein with respect thereto.


SECTION
11.2             
Rights as a Lender. The Person serving as the Administrative Agent and/or the Collateral 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/or Collateral 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 and/or Collateral
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 Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent and/or Collateral Agent hereunder
and without any duty to account therefor to the Lenders.


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SECTION
11.3             
Exculpatory Provisions.


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


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


(ii)               
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 and/or Collateral
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 and/or
Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative
Agent and/or Collateral Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture,
modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


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


(b)               
The Administrative Agent and/or Collateral Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary,
or as the Administrative Agent and/or Collateral Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Section 12.2 and Section 10.2) or (ii) in the absence of its own gross negligence or
willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent
and/or Collateral 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 is given to the Administrative Agent and/or Collateral Agent by the Borrower, a Lender or an Issuing
Lender.


(c)               
The Administrative Agent and/or Collateral Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith
or therewith (including, without limitation, any report provided to it by an Issuing Lender pursuant to Section 3.9),
(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 or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set
forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent and/or Collateral Agent or (vi) the utilization of any Issuing Lender’s L/C Commitment (it being
understood and agreed that each Issuing Lender shall monitor compliance with its own L/C Commitment without any further action
by the Administrative Agent and/or Collateral Agent).


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SECTION
11.4             
Reliance by the Administrative Agent and/or Collateral Agent. The Administrative Agent and/or Collateral 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 and/or Collateral 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 Issuing Lender, the Administrative Agent and/or Collateral Agent may presume
that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent and/or Collateral Agent
shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance
of such Letter of Credit. The Administrative Agent and/or Collateral Agent may consult with legal counsel (who may be counsel for
the Borrower), 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.


SECTION
11.5             
Delegation of Duties. The Administrative Agent and/or Collateral 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 and/or Collateral Agent. The Administrative Agent and/or Collateral 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/or Collateral
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility
as well as activities as Administrative Agent and/or Collateral Agent. The Administrative Agent and/or Collateral Agent shall not
be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines
in a final and nonappealable judgment that the Administrative Agent and/or Collateral Agent acted with gross negligence or willful
misconduct in the selection of such sub‐agents.


SECTION
11.6             
Resignation of Administrative Agent and/or Collateral Agent.


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


(b)               
If the Person serving as Administrative Agent and/or Collateral Agent is a Defaulting Lender pursuant to clause (d)
of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower
and such Person, remove such Person as Administrative Agent and/or Collateral Agent and, in consultation with the Borrower, appoint
a successor. If no such successor shall have been so appointed by the Required Lenders and shall have


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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 and/or Collateral 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 and/or Collateral
Agent on behalf of the Lenders or the Issuing Lenders 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 and/or Collateral Agent is
appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative Agent and/or Collateral Agent shall instead be made
by or to each Lender and each Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent and/or Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent
and/or Collateral 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 and/or Collateral Agent (other than any rights to indemnity payments
owed to the retiring or removed Administrative Agent and/or Collateral Agent), and the retiring or removed Administrative Agent
and/or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents.
The fees payable by the Borrower to a successor Administrative Agent and/or Collateral Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative
Agent’s and/or Collateral Agent ‘s resignation or removal hereunder and under the other Loan Documents, the provisions
of this Article and Section 12.3 shall continue in effect for the benefit of such retiring or removed Administrative
Agent and/or Collateral 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 and/or Collateral Agent was acting as Administrative
Agent and/or Collateral Agent.


(d)               
Any resignation by, or removal of, Wells Fargo as Administrative Agent and/or Collateral Agent pursuant to this Section
shall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment
as Administrative Agent and/or Collateral Agent hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Issuing Lender, if in its sole discretion it elects to, and Swingline
Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor Issuing Lender, if in its sole discretion it elects to,
shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing
Lender with respect to such Letters of Credit.


SECTION
11.7             
Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent and/or Collateral Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and each Issuing Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent and/or Collateral Agent or any other Lender or any of their Related Parties and based on
such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or


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based upon
this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


SECTION
11.8             
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation
agents, co-agents, arrangers or bookrunners 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 and/or Collateral
Agent, a Lender or an Issuing Lender hereunder.


SECTION
11.9             
Collateral and Guaranty Matters.


(a)               
Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash
Management Bank) irrevocably authorize the Collateral Agent, at its option and in its discretion:


(i)                 
to release any Lien on any Collateral granted to or held by the Collateral Agent, for the ratable benefit of the
Secured Parties, under any Loan Document (A) upon the termination of the Revolving Credit Commitment and payment in full of
all Secured Obligations (other than (1) inchoate indemnification obligations and any other obligations which pursuant to the terms
of any Loan Document specifically survive repayment of the Loans for which no claim has been made and (2) obligations and liabilities
under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash
Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters
of Credit as to which other arrangements satisfactory to the Collateral Agent and the applicable Issuing Lender shall have been
made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any
sale or other disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance
with Section 12.2;


(ii)               
to subordinate or release any Lien on any Collateral granted to or held by the Collateral Agent under any Loan Document
to the holder of any Lien in connection with purchase money Indebtedness or Capital Leases permitted pursuant to Section 9.2(o);
and


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


Upon request by the Collateral Agent
at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement
pursuant to this Section 11.9. In each case as specified in this Section 11.9, the Collateral Agent will,
at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security
Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement
and the Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 11.9.
In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset
Disposition permitted pursuant to Section 9.5, the Liens created by any of the Security Documents on such property
shall be automatically released without need for further action by any person.


(b)               
The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation
or warranty regarding the existence, value or collectability of the Collateral, the


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existence,
priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection
therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion
of the Collateral.


SECTION
11.10           Secured
Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of
Section 10.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right
to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise
in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and,
in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article
XI to the contrary, the Collateral Agent shall not be required to verify the payment of, or that other satisfactory arrangements
have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Collateral Agent has
received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting
documentation as the Collateral Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.


ARTICLE
XII



MISCELLANEOUS


SECTION
12.1             
Notices.


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


If to the Borrower:


Copart, Inc.


14185 Dallas Parkway


Dallas, TX 75254


Attention of: Paul A. Styer, General Counsel

Telephone No.: (972) 391-5007

Facsimile No.: (972) 386-6736

E-mail: Paul.Styer@Copart.Com



With Copies to:

 

Copart, Inc.

14185 Dallas Parkway

Dallas, TX 75254

Attention of: Zachary Stenzler, Treasurer


Telephone No.: (972) 391-5115

Facsimile No.: (972) 386-6736

E-mail: Zachary.Stenzler@Copart.Com



If to Wells Fargo as

Administrative

Agent and/or Collateral Agent:


Wells Fargo Bank, National Association

MAC D1109-019

1525 West W.T. Harris Blvd.

Charlotte, NC 28262

Attention of: Syndication Agency Services

Telephone No.: (704) 590-2703

Facsimile No.: (704) 715-0092


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With copies to:


Wells Fargo Bank, National Association

4975 Preston Park Blvd, Suite 280


Plano, TX 75093


Attention of: Jason Ford

Telephone No.: 972-599-5331

Facsimile No.: 972-867-5674

E-mail: jason.ford2@wellsfargo.com


 


If to any Lender:


To the address set forth on the Register


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


(b)               
Electronic Communications. Notices and other communications to the Lenders and the Issuing Lenders hereunder
may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing
Lender pursuant to Article II if such Lender or such Issuing Lender, as applicable, has notified the Administrative Agent
that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have
been sent at the opening of business on the next business day for the recipient.


(c)               
Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the
address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower
and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans
will be disbursed and Letters of Credit requested.


(d)               
Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto.


(e)               
Platform.


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(i)                 
Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials
available to the Issuing Lenders and the other Lenders by posting the Borrower Materials on the Platform.


(ii)               
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 or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including, without limitation,
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 Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission
of communications through the Internet (including, without limitation, the Platform), except to the extent that such losses, claims,
damages, liabilities or expenses 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 Agent Party; provided that in no event shall any Agent
Party have any liability to any Credit Party, any Lender, the Issuing Lender or any other Person for indirect, special, incidental,
consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses).


(f)                
Private Side Designation. 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 Applicable Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities
Applicable Laws.


SECTION
12.2             
Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document,
any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the
Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by
the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative
Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:


(a)               
without the prior written consent of the Lenders holding more than 50% of the unfunded Revolving Commitments, amend,
modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification
or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other
than Section 6.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to
make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of
the Swingline Commitment or (iii) the amount of the L/C Sublimit; or


(b)               
increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2)
or the amount of Loans of any Lender, in any case, without the written consent of such Lender; or


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(c)               
waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory
prepayment 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 and adversely affected thereby; or


(d)               
reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject
to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other
Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the
consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set
forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any
Loan or L/C Obligation or to reduce any fee payable hereunder; or


(e)               
change Section 5.6 or Section 10.4 in a manner that would alter the pro rata
sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely
affected thereby; or


(f)                
change Section 4.4(b)(vi) in a manner that would alter the order of application of amounts prepaid pursuant
thereto without the written consent of each Lender directly and adversely affected thereby; or


(g)               
except as otherwise permitted by this Section 12.2 change any provision of this Section or reduce the
percentages specified in the definitions 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 directly affected thereby; or


(h)               
consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under
any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written
consent of each Lender; or


(i)                 
release (i) all of the Guarantors or (ii) Guarantors comprising substantially all of the credit support
for the Secured Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 11.9 or
as otherwise specifically permitted or contemplated in this Agreement or the Guaranty Agreement), without the written consent of
each Lender; or


(j)                 
release all or substantially all of the Collateral or release any Security Document (other than as authorized in
Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document)
without the written consent of each Lender;


provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the
Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender
under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent
in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder


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waived, in a writing executed only by
the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the
Administrative Agent upon such amendment or waiver and (vi) the Administrative Agent and the Borrower shall be permitted to amend
any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other
party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any
error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving
Credit Commitment of such Lender may not be increased or extended without the consent of such Lender.


Notwithstanding anything in this Agreement
to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent,
to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2)
or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate
in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit
the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and
the other Loan Documents and (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase,
as applicable, or outstanding Incremental Term Loans and outstanding Incremental Revolving Credit Increase, as applicable, in any
determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that
no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any
Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.


SECTION
12.3             
Expenses; Indemnity.


(a)               
Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay, promptly upon
receipt of a written invoice therefor, (i) all reasonable and documented out of pocket expenses incurred by the Administrative
Agent, the Collateral Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of a single
counsel for the Administrative Agent and the Collateral Agent), in connection with the syndication of the Credit Facility, 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 Issuing Lender in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable
and documented out of pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender
(including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent any Lender or
any Issuing Lender), 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 Borrower. The Borrower shall indemnify the Administrative Agent and the Collateral
Agent (and in each case, any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and
shall, promptly upon receipt of a written invoice therefor, pay or reimburse any such Indemnitee for, any and all losses, claims
(including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the
reasonable and documented fees, charges and disbursements of one external counsel and


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one external
local counsel in each applicable jurisdiction if required and as selected by the Administrative Agent (and to the extent an Indemnitee
determines, after consultation with legal counsel, that an actual or potential conflict may require use of separate counsel by
such Indemnitee, separate legal counsel for such Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by
any Person (including the Borrower or any other Credit Party), other than such Indemnitee and its Related Parties, arising out
of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder
or thereunder or the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Transactions),
(ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing
Lender in accordance with this Agreement 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 Credit Party or any Subsidiary thereof, or any
Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto,
or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding
(whether or not the Administrative Agent, the Collateral Agent or any Lender is a party thereto) and the prosecution and defense
thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable
attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses (A) 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 (B) result
from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.3(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


(c)               
Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount
required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof),
any Issuing Lender, the Swingline 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 Issuing Lender, the Swingline 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, or if the Total Credit Exposure
has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction)
of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with
respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving
Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving
Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately
prior to such reduction); 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), such
Issuing Lender or the Swingline Lender in its capacity as such, or against any


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Related Party
of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender
in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.


(d)               
Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower and
each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with,
or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
by it 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 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 Indemnitee.


(e)               
Payments. All amounts due under this Section shall be payable promptly after demand and receipt of a written
invoice therefor.


(f)                
Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents
and payment of the obligations hereunder.


SECTION
12.4             
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender,
the Swingline Lender 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 Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other
Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement
or any other Loan Document to such Lender, such Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective
of whether or not such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate shall have made any demand under
this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party may be contingent
or unmatured or are owed to a branch or office of such Lender, such Issuing Lender, the Swingline Lender or such Affiliate different
from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event
that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to
the Administrative Agent for further application in accordance with the provisions of Section 10.4 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Lenders, the Swingline Lender 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 Issuing Lender, the Swingline Lender and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender,
the Swingline Lender or their respective Affiliates may have. Each Lender, such Issuing Lender and the Swingline Lender agree to
notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure
to give such notice shall not affect the validity of such setoff and application.  


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SECTION
12.5             
Governing Law; Jurisdiction, Etc.


(a)               
Governing Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of
action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document
(except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall
be governed by, and construed in accordance with, the law of the State of New York.


(b)               
Submission to Jurisdiction. The Borrower and each other Credit Party irrevocably and unconditionally agrees
that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in
contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Issuing Lender, the Swingline
Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions
relating hereto or thereto, in any forum other than 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, and each of the parties
hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any
such action, litigation 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, litigation
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, the
Collateral Agent, any Lender, any Issuing Lender or the Swingline Lender may otherwise have to bring any action or proceeding relating
to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of
any jurisdiction.


(c)               
Waiver of Venue. The Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest
extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of
an inconvenient forum to the maintenance of such action or proceeding in any such court.


(d)               
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for
notices in Section 12.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any
other manner permitted by Applicable Law.


SECTION
12.6             
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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SECTION
12.7             
Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent
for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments
or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required
to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then,
to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.


SECTION
12.8             
Injunctive Relief. The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge
any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


SECTION
12.9             
Successors and Assigns; Participations.


(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, other than in connection
with a transaction permitted by Section 9.5, neither the Borrower nor any other Credit 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 paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d)
of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e)
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 paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


(b)               
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 Revolving Credit Commitment and the Loans at the
time owing to it); provided that, in each case with respect to any Credit Facility, 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/or the
Loans at the time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved
Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


(B)             
in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the applicable 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


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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, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000,
in the case of any assignment in respect of the Term Loan Facility, unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date
written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly
refused by the Borrower prior to such fifth (5th) Business Day;


(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 Loan or the Commitment assigned, except
that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate
classes on a non-pro rata basis;


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


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


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


(C)             
the consents of the Issuing Lenders and the Swingline Lender shall be required for any assignment in respect of the
Revolving Credit Facility.


(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 of $3,500 for each assignment; provided
that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by
a Lender and (B) 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 to (A) the Borrower or any of its Subsidiaries
or Affiliates or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B).


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(vi)             
No Assignment to Natural Persons. No such assignment shall be made to a natural Person.


(vii)            
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth
herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient,
upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable
pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Administrative Agent, the Issuing Lenders, the Swingline Lender and each other Lender hereunder (and interest accrued
thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters
of Credit and Swingline Loans in accordance with its Revolving Credit Commitment 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 paragraph (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 5.8, 5.9, 5.10, 5.11 and 12.3 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. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph (d) of this Section (other than a purported assignment
to a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which shall be null and void.)


(c)               
Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower,
shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption and each Lender Joinder
Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower,
the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any
Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from
time to time upon reasonable prior notice.


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(d)               
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Subsidiaries
or Affiliates) (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 owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing
Lender, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for
the indemnity under Section 12.3(c) with respect to any payments made by such Lender to its Participant(s).


Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver or modification described in Section 12.2(b), (c), (d) or (e) that directly and adversely
affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.9, 5.10
and 5.11 (subject to the requirements and limitations therein, including the requirements under Section 5.11(g)
(it being understood that the documentation required under Section 5.11(g) shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.12 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
5.10 or 5.11, with respect to any participation, than its participating Lender would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to
use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.12(b) with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.4
as though it were a Lender; provided that such Participant agrees to be subject to Section 5.6 as though it
were a Lender.


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


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


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SECTION
12.10           Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a need to know basis
to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over
such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
in which case the Administrative Agent and the Lenders agree to the extent not prohibited by applicable law, rule, regulation or
order to inform the Borrower promptly of the disclosure thereof, (c) as to the extent required by Applicable Laws or regulations
or in any legal, judicial, administrative or other compulsory proceeds, in which case the Administrative Agent and the Lenders
agree to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure
thereof, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other
Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to
this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, 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 and obligations under
this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under
which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) to
an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose
of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder
or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral
for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower
and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g)
on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect
to the Credit Facility, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such
information to consist solely of deal terms and other information customarily found in such publications, (j) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates from a third party that is not, to such
Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in
connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s
or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation
of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to
the extent that such information is independently developed by such Commitment Party, or (m) for purposes of establishing a “due
diligence” defense. For purposes of this Section, “Information” means all information received from any
Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses,
other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential
basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided that, in the case of information received
from a Credit Party or any Subsidiary thereof 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


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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.


SECTION
12.11           Performance
of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be
performed by such Credit Party at its sole cost and expense.


SECTION
12.12           All
Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent,
the Collateral Agent and any Persons designated by the Administrative Agent, the Collateral Agent or any Lender pursuant to any
provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable
so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility
has not been terminated.


SECTION
12.13           Survival.


(a)               
All representations and warranties set forth in Article VII and all representations and warranties contained
in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or
in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations
and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are
expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of
this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.


(b)               
Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent, the Collateral
Agent and the Lenders are entitled under the provisions of this Article XII and any other provision of this Agreement and
the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent, the Collateral Agent
and the Lenders against events arising after such termination as well as before.


SECTION
12.14           Titles
and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this Agreement.


SECTION
12.15           Severability
of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating
the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.


SECTION
12.16           Counterparts;
Integration; Effectiveness; Electronic Execution.


(a)               
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees
payable to the Administrative Agent, the Issuing Lender, the Swingline Lender and/or the Arranger, 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 6.1, this Agreement shall become effective
when it shall have been executed by the


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Administrative
Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or
in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart
of this Agreement.


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


SECTION
12.17           Term
of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations
(other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically
survive repayment of the Loans for which no claim has been made) arising hereunder or under any other Loan Document shall have
been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash
Collateralized) or otherwise satisfied in a manner acceptable to the Issuing Lender) and the Revolving Credit Commitment has been
terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such
termination or in respect of any provision of this Agreement which survives such termination.


SECTION
12.18           USA
PATRIOT Act. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the
PATRIOT Act, each of them is required to obtain, verify and record information that identifies each Credit Party, which information
includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party
in accordance with the PATRIOT Act.


SECTION
12.19           Independent
Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in Articles VIII or
IX hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act
otherwise permitted under any covenant contained in Articles VIII or IX, before or after giving effect to such transaction
or act, the Borrower shall or would be in breach of any other covenant contained in Articles VIII or IX.


SECTION
12.20           No
Advisory or Fiduciary Responsibility.


(a)            
In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging
or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of
any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand,
and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such
transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and is
not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees
or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the
process leading thereto,


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including with
respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger
or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative
Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Arrangers and
the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the
Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v)
the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors
to the extent they have deemed appropriate.


(b)            
Each Credit Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money
to, invest in, and generally engage in any kind of business with, any of the Borrower, any Affiliate thereof or any other person
or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof
were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the Credit Facilities)
and without any duty to account therefor to any other Lender, the Arrangers, the Borrower or any Affiliate of the foregoing. 
Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Borrower or any Affiliate
thereof for services in connection with this Agreement, the Credit Facilities or otherwise without having to account for the same
to any other Lender, the Arrangers, the Borrower or any Affiliate of the foregoing.


SECTION
12.21           Intercreditor
Agreement. Each of the Lenders hereby acknowledges that it has received and reviewed the Intercreditor Agreement and agrees
to be bound by the terms thereof. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.9) hereby
(a) acknowledges that Wells Fargo is acting under the Intercreditor Agreement in multiple capacities as the Administrative Agent
and the Collateral Agent and (b) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith
and agrees not to assert against Wells Fargo any claims, causes of action, damages or liabilities of whatever kind or nature relating
to any such conflict of interest. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.9) hereby
authorizes and directs Wells Fargo to enter into the Intercreditor Agreement on behalf of such Lender and agrees that Wells Fargo,
in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor
Agreement.


SECTION
12.22           Inconsistencies
with Other Documents. In the event there
is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided
that any provision of the Security Documents which imposes additional burdens on the Borrower or any of its Subsidiaries or further
restricts the rights of the Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights
shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.


[Signature pages to follow]


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


COPART, INC., as Borrower


By: 


/s/ Paul A. Styer



Name: 


Paul A. Styer



Title:

Senior Vice President, General Counsel and Secretary




 






 

AGENTS AND LENDERS:


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative
Agent, Swingline Lender, Issuing Lender and Lender


By: 


/s/ Jason Ford



Name: 


Jason Ford



Title:

Vice President



 


 






 


BANK OF AMERICA, N.A., as a Lender


By: 


/s/ Ronald J. Drobny



Name: 


Ronald J. Drobny



Title:

Senior Vice President