Exhibit 10.1


Execution
Version


 





 



 


CREDIT
AGREEMENT


 


Dated
as of June 30, 2020


 


among


 


MORNINGSTAR, INC.,

as the Borrower,


 


CERTAIN
SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as the Guarantors


 


and


 


BANK
OF AMERICA, N.A.,


as
Administrative Agent


 


and


 


THE
LENDERS PARTY HERETO


 


BANK
OF AMERICA, N.A. and

JPMORGAN CHASE BANK, N.A.,


as
Joint Lead Arrangers and Joint Bookrunners


 





 



 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 


	ARTICLE I
    DEFINITIONS AND ACCOUNTING TERMS	 	1
	 	1.01	 	 	Defined
    Terms	 	1
	 	1.02	 	 	Other
    Interpretive Provisions	 	22
	 	1.03	 	 	Accounting
    Terms	 	23
	 	1.04	 	 	Rounding	 	24
	 	1.05	 	 	Times
    of Day; Rates	 	24
	 	 	 	 	 	 	 
	ARTICLE II
    COMMITMENTS AND CREDIT EXTENSIONS	 	24
	 	2.01	 	 	Loans	 	24
	 	2.02	 	 	Borrowings,
    Conversions and Continuations of Loans	 	25
	 	2.03	 	 	[Reserved]	 	26
	 	2.04	 	 	[Reserved]	 	26
	 	2.05	 	 	Prepayments	 	26
	 	2.06	 	 	Termination
    or Reduction of Commitments	 	27
	 	2.07	 	 	Repayment of Loans	 	27
	 	2.08	 	 	Interest
    and Default Rate	 	27
	 	2.09	 	 	Fees	 	28
	 	2.10	 	 	Computation
    of Interest and Fees	 	28
	 	2.11	 	 	Evidence of Debt	 	29
	 	2.12	 	 	Payments
    Generally; Administrative Agent Clawback	 	29
	 	2.13	 	 	Sharing
    of Payments by Lenders	 	31
	 	2.14	 	 	[Reserved]	 	32
	 	2.15	 	 	Defaulting
    Lenders	 	32
	 	 	 	 	 	 	 
	ARTICLE III
    TAXES, YIELD PROTECTION AND ILLEGALITY	 	33
	 	3.01	 	 	Taxes	 	33
	 	3.02	 	 	Illegality	 	37
	 	3.03	 	 	Inability
    to Determine Rates	 	37
	 	3.04	 	 	Increased
    Costs; Reserves on Eurodollar Rate Loans	 	39
	 	3.05	 	 	Compensation
    for Losses	 	41
	 	3.06	 	 	Mitigation
    Obligations; Replacement of Lenders	 	41
	 	3.07	 	 	Survival.	 	41
	 	 	 	 	 	 	 
	ARTICLE IV
    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	 	42
	 	4.01	 	 	Conditions
    of Initial Credit Extension	 	42
	 	4.02	 	 	Conditions
    to all Credit Extensions	 	43
	 	 	 	 	 	 	 
	ARTICLE V
    REPRESENTATIONS AND WARRANTIES	 	44
	 	5.01	 	 	Existence,
    Qualification and Power	 	44
	 	5.02	 	 	Authorization;
    No Contravention	 	44
	 	5.03	 	 	Governmental
    Authorization; Other Consents	 	44
	 	5.04	 	 	Binding
    Effect	 	44
	 	5.05	 	 	Financial
    Statements; No Material Adverse Effect	 	45
	 	5.06	 	 	Litigation	 	45
	 	5.07	 	 	No
    Default	 	45
	 	5.08	 	 	Ownership of Property	 	45
	 	5.09	 	 	Environmental
    Compliance	 	46



 






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	 	5.10	 	 	Taxes	 	46
	 	5.11	 	 	ERISA
    Compliance	 	46
	 	5.12	 	 	Margin
    Regulations; Investment Company Act	 	47
	 	5.13	 	 	Disclosure	 	47
	 	5.14	 	 	Sanctions
    Concerns and Anti-Corruption Laws	 	47
	 	5.15	 	 	Responsible
    Officers	 	48
	 	 	 	 	 	 	 
	ARTICLE VI
    AFFIRMATIVE COVENANTS	 	48
	 	6.01	 	 	Financial
    Statements	 	48
	 	6.02	 	 	Certificates;
    Other Information	 	49
	 	6.03	 	 	Notices	 	50
	 	6.04	 	 	Payment of Obligations	 	50
	 	6.05	 	 	Preservation
    of Existence, Etc	 	50
	 	6.06	 	 	Maintenance of
    Properties	 	51
	 	6.07	 	 	Maintenance of
    Insurance	 	51
	 	6.08	 	 	Compliance
    with Laws	 	51
	 	6.09	 	 	Books
    and Records	 	51
	 	6.10	 	 	Inspection
    Rights	 	51
	 	6.11	 	 	Use of Proceeds	 	52
	 	6.12	 	 	Compliance
    with Environmental Laws	 	52
	 	6.13	 	 	Covenant
    to Guarantee Obligations	 	52
	 	6.14	 	 	Anti-Corruption
    Laws	 	52
	 	 	 	 	 	 	 
	ARTICLE VII
    NEGATIVE COVENANTS	 	52
	 	7.01	 	 	Liens	 	52
	 	7.02	 	 	Indebtedness	 	54
	 	7.03	 	 	Investments	 	55
	 	7.04	 	 	Fundamental
    Changes	 	56
	 	7.05	 	 	Dispositions	 	57
	 	7.06	 	 	Restricted
    Payments	 	57
	 	7.07	 	 	Change
    in Nature of Business	 	58
	 	7.08	 	 	Transactions
    with Affiliates	 	58
	 	7.09	 	 	Burdensome
    Agreements	 	58
	 	7.10	 	 	Use of Proceeds	 	59
	 	7.11	 	 	Sanctions	 	59
	 	7.12	 	 	Anti-Corruption
    Laws	 	59
	 	7.13	 	 	Financial
    Covenants	 	59
	 	 	 	 	 	 	 
	ARTICLE VIII
    EVENTS OF DEFAULT AND REMEDIES	 	60
	 	8.01	 	 	Events of Default	 	60
	 	8.02	 	 	Remedies
    upon Event of Default	 	62
	 	8.03	 	 	Application of
    Funds	 	62
	 	 	 	 	 	 	 
	ARTICLE IX
    ADMINISTRATIVE AGENT	 	63
	 	9.01	 	 	Appointment
    and Authority	 	63
	 	9.02	 	 	Rights
    as a Lender	 	63
	 	9.03	 	 	Exculpatory
    Provisions	 	63
	 	9.04	 	 	Reliance
    by Administrative Agent	 	64
	 	9.05	 	 	Delegation of
    Duties	 	65
	 	9.06	 	 	Resignation
    of Administrative Agent	 	65
	 	9.07	 	 	Non-Reliance
    on Administrative Agent and Other Lenders	 	66



 






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	 	9.08	 	 	No
    Other Duties, Etc	 	66
	 	9.09	 	 	Administrative
    Agent May File Proofs of Claim; Credit Bidding	 	66
	 	9.10	 	 	Guaranty
    Matters	 	67
	 	9.11	 	 	Certain
    ERISA Matters	 	67
	 	 	 	 	 	 	 
	ARTICLE X
    CONTINUING GUARANTY	 	68
	 	10.01	 	 	Guaranty	 	68
	 	10.02	 	 	Rights of Lender	 	68
	 	10.03	 	 	Certain
    Waivers	 	69
	 	10.04	 	 	Obligations
    Independent	 	69
	 	10.05	 	 	Subrogation	 	69
	 	10.06	 	 	Termination;
    Reinstatement	 	69
	 	10.07	 	 	Stay of Acceleration	 	70
	 	10.08	 	 	Condition of Borrower	 	70
	 	10.09	 	 	Appointment of
    Borrower	 	70
	 	10.10	 	 	Right of Contribution	 	70
	 	 	 	 	 	 	 
	ARTICLE XI
    MISCELLANEOUS	 	71
	 	11.01	 	 	Amendments,
    Etc	 	71
	 	11.02	 	 	Notices;
    Effectiveness; Electronic Communications	 	72
	 	11.03	 	 	No
    Waiver; Cumulative Remedies; Enforcement	 	74
	 	11.04	 	 	Expenses;
    Indemnity; Damage Waiver	 	75
	 	11.05	 	 	Payments
    Set Aside	 	76
	 	11.06	 	 	Successors
    and Assigns	 	77
	 	11.07	 	 	Treatment
    of Certain Information; Confidentiality	 	81
	 	11.08	 	 	Right of Setoff	 	82
	 	11.09	 	 	Interest
    Rate Limitation	 	82
	 	11.10	 	 	Counterparts;
    Integration; Effectiveness	 	82
	 	11.11	 	 	Survival
    of Representations and Warranties	 	83
	 	11.12	 	 	Severability	 	83
	 	11.13	 	 	Replacement of
    Lender	 	83
	 	11.14	 	 	Governing
    Law; Jurisdiction; Etc	 	84
	 	11.15	 	 	Waiver
    of Jury Trial	 	85
	 	11.16	 	 	Subordination	 	86
	 	11.17	 	 	No
    Advisory or Fiduciary Responsibility	 	86
	 	11.18	 	 	Electronic
    Execution; Electronic Records	 	87
	 	11.19	 	 	USA
    PATRIOT Act Notice	 	87
	 	11.20	 	 	Acknowledgment
    and Consent to Bail-In of Affected Financial Institutions	 	87
	 	11.21	 	 	Acknowledgment
    Regarding Any Supported QFCs	 	88



 






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BORROWER
PREPARED SCHEDULES


 


	Schedule
    1.01(c)	Responsible
    Officers
	Schedule
    7.01	Existing
    Liens
	Schedule
    7.02	Existing
    Indebtedness
	Schedule
    7.03	Existing
    Investments
	Schedule
    7.08(a)	Affiliate
    Transactions


 


ADMINISTRATIVE
AGENT PREPARED SCHEDULES


 


	Schedule
    1.01(a)	Certain
    Addresses for Notices
	Schedule
    1.01(b)	Initial
    Commitments and Applicable Percentages


 


EXHIBITS


 


	Exhibit A	Form of
    Administrative Questionnaire
	Exhibit B	Form of
    Assignment and Assumption
	Exhibit C	Form of
    Compliance Certificate
	Exhibit D	Form of
    Joinder Agreement
	Exhibit E	Form of
    Loan Notice
	Exhibit F	Form of
    Revolving Note
	Exhibit G	Form of
    Officer’s Certificate
	Exhibit H	Forms
    of U.S. Tax Compliance Certificates
	Exhibit I	Form of
    Funding Indemnity Letter
	Exhibit J	Form of
    Notice of Loan Prepayment


 






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CREDIT
AGREEMENT


 


This
CREDIT AGREEMENT is entered into as of June 30, 2020, among MORNINGSTAR, INC., an Illinois corporation (the “Borrower”),
the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent.


 


PRELIMINARY
STATEMENTS:


 


WHEREAS,
the Loan Parties (as hereinafter defined) have requested that the Lenders make Revolving Loans and other financial accommodations
to the Loan Parties in an aggregate amount of up to $50,000,000.


 


WHEREAS,
the Lenders have agreed to make such Revolving Loans and other financial accommodations to the Loan Parties on the terms and subject
to the conditions set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree
as follows.


 


ARTICLE I


 


DEFINITIONS
AND ACCOUNTING TERMS


 


1.01      Defined
Terms.


 


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


 


“Acquisition”
means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the
Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible
or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether
by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities
into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all
of the assets of such Person or of a division, line of business or other business unit of such Person.


 


“Administrative
Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other
form approved by the Administrative Agent.


 


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


 






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“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.


 


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


 


“Agreement”
means this Credit Agreement.


 


“Applicable
Law” means, as to any Person, all applicable Laws binding upon such Person or to which such Person is subject.


 


“Applicable
Percentage” means, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal
place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment
as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans have been terminated
pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving
Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in
respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s
status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility
is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means, for any day, means a rate per annum equal to (a) 0.875% with respect to Base Rate Loans, (b) 1.875%
with respect to Eurodollar Rate Loans and (c) 0.40% with respect to the Commitment Fee.


 


“Applicable
Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable
Percentage in respect of the Revolving Facility at such time.


 


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


 


“Arrangers”
means Bank of America and JPMorgan Chase Bank, N.A., each in its respective capacity as a joint lead arranger and joint bookrunner.


 


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


 


“Attributable
Indebtedness” means, on any date, in respect of any Capitalized 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.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal
year ended December 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. 


 






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“Availability
Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the
date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination
of the Commitment of each Revolving Lender to make Revolving Loans pursuant to Section 8.02.


 


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


 


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


 


“Base
Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds
Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time
to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus one percent (1.00%), subject
to the interest rate floors set forth therein; provided that if the Base Rate shall be less than 1.75%, such rate shall
be deemed 1.75% for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime
rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement
of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then
the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference
to clause (c) above.


 


“Base
Rate Loan” means a Revolving Loan that bears interest based on the Base Rate.


 


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


 


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


 


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


 


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


 


“Borrower
Materials” has the meaning specified in Section 6.01(d).


 


“Borrowing”
means a Revolving Borrowing.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates
to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.


 






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“Capitalized
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided
that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating lease as
determined in accordance with GAAP as of the Closing Date be considered a Capitalized Lease.


 


“Cash
Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries
free and clear of all Liens (other than Permitted Liens):


 


(a)            readily
marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided
that the full faith and credit of the United States is pledged in support thereof;


 


(b)            time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is
a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the
principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial
paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000,
in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;


 


(c)            commercial
paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;


 


(d)            Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b) and (c) of this definition; and


 


(e)            Investments
permitted by the Borrower’s Investment Policy.


 


“Change
in Law” means the occurrence, after the Closing Date, 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 or in the implementation thereof 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 IV,
shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 






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“Change
of Control” means an event or series of events by which any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (a) the holders
of any Founder Family Shares, (b) 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 or (c) any person or entity
acting in its capacity as trustee, agent or other fiduciary on behalf of any person or group described in preceding clauses (a) or
(b)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person
or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right,
an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of
the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted
basis (and taking into account all such securities that such “person” or “group” has the right to acquire
pursuant to any option right).


 


“Closing
Date” means the date hereof.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commitment”
means a Revolving Commitment.


 


“Commitment
Fee” shall have the meaning set forth in Section 2.09(a).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C or such other form as may be approved
by the Administrative Agent.


 


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


 


“Consolidated
EBITDA” means, for any period, 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 the most recently completed Measurement
Period plus (b) the following to the extent deducted in calculating such Consolidated Net Income (without duplication):
(i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable and
(iii) depreciation and amortization expense, (iv) non-cash charges, expenses and losses (excluding any such non-cash
charges, expenses or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting
periods or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses
in future accounting periods), (v) (A) other non-recurring items of the Borrower and its Subsidiaries for any period
prior to the Closing Date, and (B) other non-recurring items of the Borrower and its Subsidiaries for any period on or after
the Closing Date, provided that the amount added back to Consolidated Net Income pursuant to this clause (v)(B) shall
not exceed 15% of Consolidated EBITDA for such period, and (vi) litigation expenses and liabilities, and settlements entered
into to avoid litigation or to settle any claims, so long as no Event of Default exists under Section 8.01(h), less
(c) without duplication and to the extent reflected as a gain or otherwise included in the calculation of Consolidated
Net Income for such period (i) non-cash gains (excluding any such non-cash gains to the extent (A) there were cash gains
with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains
with respect to such gains in future accounting periods).


 






    -5-


     


    

 


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


 


“Consolidated
Interest Charges” means, for any Measurement Period, the sum (without duplication) of (a) all interest, premium
payments, debt discount, and similar charges attributable to such Measurement Period in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest
in accordance with GAAP and (b) the portion of rent expense paid with respect to such Measurement Period under Capitalized
Leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a consolidated
basis for the most recently completed Measurement Period.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most
recently completed Measurement Period to (b) Consolidated Interest Charges for the most recently completed Measurement Period
to the extent paid in cash.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.


 


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a
consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude
(a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during
such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary
of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable
to such Subsidiary during such Measurement Period, except that the Borrower’s equity in the net income of any such Person
for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution, and (c) any
income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Borrower’s
equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Subsidiary as
a dividend or other distribution.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries
calculated in accordance with GAAP on a consolidated basis as of such date.


 






    -6-


     


    

 


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


 


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


 


“Covered
Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning specified in Section 11.21.


 


“Credit
Extension” means a Borrowing.


 


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


 


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


 


“Default
Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent
(2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified
or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans
plus two percent (2%), in each case, to the fullest extent permitted by Applicable Law.


 


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


 


“Defaulting
Lender” means, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business
Days of the date such Loans 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 or any Lender any other amount required to be paid
by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative
Agent 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 (3) 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, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall
not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct
or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) above, and the effective date of such status,
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date
established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative
Agent to the Borrower and each other Lender promptly following such determination.


 






    -7-


     


    

 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party
or Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith,
but excluding any Involuntary Disposition.


 


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


 


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


 


“Division
Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion
of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of
such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed
a Division Successor upon the occurrence of such Division.


 


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


 


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


 


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


 






    -8-


     


    

 


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


 


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


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 11.06 (subject to
such consents, if any, as may be required under Section 11.06(b)(iii)).


 


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


 


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


 


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


 


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


 


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


 


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


 






    -9-


     


    

 


“Eurodollar
Rate” means:


 


(a)             for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered
by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period
equal in length to such Interest Period) (“LIBOR”), as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time
to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m. (London time), two (2) Business
Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period;


 


(b)            for
any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or
about 11:00 a.m. (London time) determined two (2) Business Days prior to such date for Dollar deposits being delivered
in the London interbank market for deposits in Dollars with a term of one (1) month commencing that day.


 


Notwithstanding
the foregoing, if the Eurodollar Rate shall be less than 0.75%, such rate shall be deemed to be 0.75% for purposes of this Agreement.


 


“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate”.


 


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


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any
political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other
than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Sections 3.01(b) or (d), amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Facility”
means the Revolving Facility.


 


“Facility
Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments
have terminated and (b) all Obligations have been paid in full (other than contingent indemnification obligations).


 


“FASB
ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“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.


 






    -10-


     


    

 


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


 


“Fee
Letter” means, collectively, (a) the letter agreement, dated April 21, 2020, between the Borrower and Bank
of America and (b) the letter agreement, dated as of the date hereof, between the Borrower and Bank of America.


 


“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. For purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.


 


“Founder
Family Shares” mean any Equity Interests held, directly or indirectly, by Joe Mansueto, his spouse, parents, siblings
or descendants (whether by birth, adoption or marriage) and any trustee or custodian for and on behalf of any of the foregoing.


 


“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.


 


“Funding
Indemnity Letter” means a funding indemnity letter, substantially in the form of Exhibit I.


 


“GAAP”
means generally accepted accounting principles in the United States set forth from time to time 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 agencies with similar functions of comparable stature and authority within the
accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances
as of the date of determination, in each case consistently applied and subject to Section 1.03.


 


“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, without
limitation, any supra-national bodies such as the European Union or the European Central Bank).


 


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


 






    -11-


     


    

 


“Guaranteed
Obligations” has the meaning set forth in Section 9.01.


 


“Guaranteed
Parties” means, collectively, the Administrative Agent, the Lenders and the Indemnitees.


 


“Guarantor(s)”
means (i) Morningstar Investment Management LLC, (ii) Morningstar Research Services LLC, (iii) Morningstar Ratings
Holding Corp. and (v) the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant
to Section 6.13.


 


“Guaranty”
means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Guaranteed Parties, together
with each other guaranty delivered pursuant to Section 6.13.


 


“Impacted
Loans” has the meaning assigned to such term in Section 3.03(a).


 


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


 


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


 


(b)             all
direct or contingent obligations of such Person arising under letters of credit (including standby), bankers’ acceptances,
bank guaranties and similar instruments;


 


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


 


(d)            all
obligations (excluding earnout or other deferred purchase price obligations incurred in a Permitted Acquisition that do not constitute
indebtedness in accordance with GAAP) of such Person to pay the deferred purchase price of property or services (other than trade
accounts payable in the ordinary course of business);


 


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


 


(f)           all
Attributable Indebtedness in respect of Capitalized Leases of such Person; and


 


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


 






    -12-


     


    

 


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 Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.


 


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


 


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


 


“Information”
has the meaning specified in Section 11.07.


 


“Intercompany
Debt” has the meaning specified in Section 7.02(d).


 


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months
after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last
Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan
was made.


 


“Interest
Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months
thereafter or any other period requested by Borrower and agreed to by the Administrative Agent and each Lender (in each case,
subject to availability), as selected by the Borrower in its Loan Notice; provided that:


 


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


 


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


 


(c)            no
Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person (including as a Division Successor pursuant to the Division of any
Person that was not a wholly owned Subsidiary prior to such Division), (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership
or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such
other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another
Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business
unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment.


 






    -13-


     


    

 


“Investment
Policy” means the Investment Policy of the Borrower, dated September 25, 2015, delivered to the Administrative
Agent prior to the date hereof, as such policy may be amended from time to time with the approval of the Board of Directors of
the Borrower.


 


“Involuntary
Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of,
any property of any Loan Party or any Subsidiary.


 


“IRS”
means the United States Internal Revenue Service.


 


“Joinder
Agreement” means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance
with the provisions of Section 6.13.


 


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


 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes
a “Lender” in accordance with this Agreement and their successors and assigns.


 


“Lending
Office” means, as to the Administrative Agent or any Lender, the office or offices of such Person described as such
in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify
the Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch
of such Person or such Affiliate.


 


“LIBOR”
has the meaning specified in the definition of Eurodollar Rate.


 


“LIBOR
Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine
LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time).


 


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


 


“LIBOR
Successor Rate Conforming Changes” has the meaning specified in Section 3.03(f).


 


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


 


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


 






    -14-


     


    

 


“Loan
Documents” means, collectively, (a) this Agreement, (b) the Guaranty and (c) all other certificates,
agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the
foregoing and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other
Loan Document.


 


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


 


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


 


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


 


“Master
Agreement” has the meaning set forth in the definition of “Swap Contract.”


 


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


 


“Material
Disposition” means (a) a Disposition by the Borrower or one of its Subsidiaries of a Subsidiary, other Person,
or line of business with a value in excess of 10% or more of Consolidated Total Assets of the Borrower and its Subsidiaries as
of the date of such Disposition, and (b) if, as of the date of any Disposition pursuant to Section 7.05(e), all
Dispositions made by the Loan Parties and their respective Subsidiaries of assets during the current fiscal year of the Borrower
up to, and including, such date, pursuant to Section 7.05(e) have an aggregate net book value in excess of 10%
or more of Consolidated Total Assets of the Borrower and its Subsidiaries as of such date, all Dispositions made pursuant to Section 7.05(e) in
such fiscal year shall be treated as one Material Disposition.


 


“Material
Subsidiary” means any direct or indirect Domestic Subsidiary of the Borrower that contributed 10% or more of consolidated
net revenue of the Borrower and its Subsidiaries in any fiscal year or, in the case of the consummation of any Permitted Acquisition
(calculated on a Pro Forma Basis taking into account the consummation of such Permitted Acquisition) as if such Acquisition occurred
on the first day of the fiscal year most recently ended; provided that notwithstanding the foregoing, no Subsidiary that
is a broker dealer or that is a nationally recognized statistical rating organization shall be a Material Subsidiary.


 


“Maturity
Date” means June 29, 2021; provided, however, that in each case, if such date is not a Business Day,
the Maturity Date shall be the next preceding Business Day.


 


“Measurement
Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of the Borrower
(or, for purposes of determining Pro Forma Compliance, the most recently completed four (4) fiscal quarters of the Borrower
for which financial statements have been delivered pursuant to Section 6.01 or pursuant to Section 6.01
of the Senior Credit Agreement).


 


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


 






    -15-


     


    

 


“Morningstar
Seed Portfolios” means proprietary portfolios of the Borrower held in investments accounts or investments vehicles (including
mutual funds, exchange-traded funds and other similar investment vehicles registered under the Investment Company Act of 1940
or similar foreign Applicable Law) consisting of stocks, bonds, options, commodities, mutual funds, money market funds, or exchange-traded
funds (including margin stock).


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made
or been obligated to make contributions.


 


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


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval
of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of
Section 11.01 and (b) 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.


 


“Note”
means a Revolving Note.


 


“Notice
of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of
Exhibit J or such other form as may be approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer.


 


“Obligations”
means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan and (b) all costs and expenses incurred in connection with enforcement
and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and
including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof
pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding.


 


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


 


“Officer’s
Certificate” means a certificate substantially in the form of Exhibit G or any other form approved by the
Administrative Agent.


 


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


 






    -16-


     


    

 


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


 


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


 


“Outstanding
Amount” means, on any date, the aggregate outstanding principal amount of Revolving Loans after giving effect to any
Borrowings and prepayments or repayments of Revolving Loans, as the case may be, occurring on such date.


 


“Participant”
has the meaning specified in Section 11.06(d)(i).


 


“Participant
Register” has the meaning specified in Section 11.06(d)(ii).


 


“PATRIOT
Act” has the meaning set forth in Section 11.19.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


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


 


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


 


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


 


“Permitted
Acquisition” means any Investment by a Loan Party not otherwise prohibited by the terms of this Agreement, in each case
so long as:


 


(a)             no
Default shall then exist or would exist after giving effect thereto;


 






    -17-


     


    

 


(b)            (i) the
Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition
on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.13
and (ii) for any Permitted Acquisition with a purchase price in excess of $150,000,000 the Administrative Agent shall
have received at least fifteen (15) days prior to the consummation of such Acquisition (or such shorter period as determined by
the Administrative Agent its sole discretion) a certificate executed by a Responsible Officer of the Borrower demonstrating Pro
Forma Compliance with each of the financial covenants set forth in Section 7.13 after giving effect to such Acquisition;
provided, however, that with respect to the initial Credit Extension hereunder, the Loan Parties shall deliver such
certificate on the date such initial Credit Extension is requested; and


 


(c)            such
Acquisition shall not be a “hostile” Acquisition and, if required, shall have been approved by the board of directors
(or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Person being acquired or selling the
assets subject to such Investment.


 


“Permitted
Liens” has the meaning set forth in Section 7.01.


 


“Permitted
Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property
to the Borrower or any Subsidiary; (c) Dispositions of accounts receivable in connection with the collection or compromise
thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the
business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value.


 


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


 


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


 


“Platform”
has the meaning specified in Section 6.01(d).


 


“Pro
Forma Acquisition EBITDA” means Consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable
to the target of each Permitted Acquisition consummated during the one (1) year period preceding the date of determination
calculated solely for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which
number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition
for which financial statements of Borrower and its Subsidiaries have been delivered to the Administrative Agent pursuant to Section 6.01(b).


 


“Pro
Forma Basis” and “Pro Forma Effect” means, for (a) any Permitted Acquisition, (b) any Material
Disposition, (c) any Indebtedness incurred pursuant any Section 7.02(i), (d) any Investment made pursuant
to Section 7.03(i) or (e) any Restricted Payment made pursuant to Section 7.06(c), for purposes
of determining compliance with the financial covenants set forth in Section 7.13, each such transaction or proposed
transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement Period, and the above pro
forma calculations shall be made in good faith by a financial or accounting officer of the Borrower who is a Responsible Officer.


 


“Pro
Forma Compliance” means, with respect to any transaction, that such transaction does not cause, create or result in
a Default after giving Pro Forma Effect to (a) such transaction and (b) all other transactions which are required to
be given Pro Forma Effect hereunder for the relevant Measurement Period.


 






    -18-


     


    

 


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


 


“Public
Lender” has the meaning specified in Section 6.01(d).


 


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


 


“QFC
Credit Support” has the meaning specified in Section 11.21.


 


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


 


“Register”
has the meaning specified in Section 11.06(c).


 


“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.


 


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


 


“Request
for Credit Extension” means with respect to a Borrowing, conversion or continuation of Revolving Loans, a Loan Notice.


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 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. Notwithstanding the foregoing, at any time that there are two or more Lenders, the term “Required Lenders” must
include at least two Lenders (Lenders that are Affiliates or Approved Funds of each other shall be deemed to be a single Lender
for purposes of this sentence).


 


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


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller
of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary
or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other
officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by
the Administrative Agent, each Responsible Officer will provide an incumbency certificate and, to the extent requested by the
Administrative Agent, appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative
Agent.


 






    -19-


     


    

 



 


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


 


“Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).


 


“Revolving
Commitment” means, as to each Revolving Lender, its obligation to make Revolving Loans to the Borrower pursuant to Section 2.01(b),
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Closing Date shall be
$50,000,000.


 


“Revolving
Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving
Loans.


 


“Revolving
Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.


 


“Revolving
Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving
Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan
at such time.


 


“Revolving
Loan” has the meaning specified in Section 2.01(b).


 


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


 


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


 


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


 


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


 


“Securities
Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.


 


“Senior
Credit Agreement” means that certain Credit Agreement, dated as of July 2, 2019, by and among Borrower, Administrative
Agent and certain other parties party thereto (as amended, amended and restated or otherwise modified from time to time).


 






    -20-


     


    

 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Supported
QFC” has the meaning specified in Section 11.21.


 


“Sustainalytics
Acquisition” means the acquisition of Sustainalytics, a company that provides environmental, social, and governance
(ESG) ratings and research.


 


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


 


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


 


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


 


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


 


“Total
Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


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


 






    -21-


     


    

 


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


 


“United
States” and “U.S.” mean 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.
Special Resolutions Regime” has the meaning specified in Section 11.21.


 


“U.S.
Tax Compliance Certificate” has the meaning specified in Section 3.01(f)(ii)(B)(3).


 


“Voting
Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such
Person, even though the right to so vote has been suspended by the happening of such contingency.


 


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


 


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


 


1.02      Other
Interpretive Provisions.


 


With
reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


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


 






    -22-


     


    

 


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


 


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


 


1.03      Accounting
Terms.


 


(a)        Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent
with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant)
contained herein, 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 on financial liabilities shall be disregarded.


 


(b)        Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the 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 Audited Financial Statements for all purposes of this Agreement, notwithstanding
any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such
changes, as provided for above.


 






    -23-


     


    

 


(c)         Pro
Forma Treatment.


 


(i)         Each
Permitted Acquisition by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes
of determining compliance with the financial covenants set forth in Section 7.13 and for purposes of determining the
Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period most recently ended for which Borrower
has delivered (or was required to deliver) financial statements pursuant to Sections 6.01(a) or 6.01(b). All
defined terms used in the calculation of the financial covenants set forth in Section 7.13 hereof shall be calculated
on a historical pro forma basis giving effect, during any Measurement Period that includes any Permitted Acquisition, to the inclusion
of the actual historical results of the Person or line of business so acquired and which amounts shall include adjustments as
contemplated by the Pro Forma Acquisition EBITDA definition.


 


(ii)        Each
Material Disposition by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes
of determining compliance with the financial covenants set forth in Section 7.13 and for purposes of determining the
Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period most recently ended for which Borrower
has delivered (or was required to deliver) financial statements pursuant to Sections 6.01(a) or 6.01(b). All
defined terms used in the calculation of the financial covenants set forth in Section 7.13 hereof shall be calculated
on a historical pro forma basis giving effect, during any Measurement Period that includes any Material Disposition, to the exclusion
of the actual historical results of the Person or line of business so disposed of.


 


1.04      Rounding.


 


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


 


1.05      Times
of Day; Rates.


 


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


 


The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”
or with respect to any comparable or successor rate thereto.


 


ARTICLE II


 


COMMITMENTS
AND CREDIT EXTENSIONS


 


2.01      Loans.


 


(a)        [Reserved].


 


(b)        Revolving
Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each
such loan, a “Revolving Loan”) to the Borrower, in Dollars from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving
Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings
shall not exceed the Revolving Facility and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s
Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow Revolving Loans, prepay such Revolving Loans under Section 2.05, and
reborrow such Revolving Loans under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of
the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding
Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.


 






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2.02      Borrowings,
Conversions and Continuations of Loans.


 


(a)        Notice
of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (i) telephone
or (ii) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two
(2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans
or of any conversion of Eurodollar Rate Loans to Base Rate Loans and (B) on the requested date of any Borrowing of Base Rate
Loans. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or
continuation of Eurodollar Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether
or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation
of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each Loan Notice and each telephonic notice shall specify (I) the applicable Facility and whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under
such Facility, (II) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (III) the principal amount of Loans to be borrowed, converted or continued, (IV) the Type of Loans to
be borrowed or to which existing Loans are to be converted and (V) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period
of one (1) month.


 


(b)        Advances.
Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Lender of the amount of
its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans, as described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its
Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later
than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to
a Revolving Borrowing is given by the Borrower, then the proceeds of such Revolving Borrowing shall be made available to the Borrower
as provided above.


 






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(c)        Eurodollar
Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day
of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted
to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that
any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans, on the last day of the then current
Interest Period with respect thereto.


 


(d)        Interest
Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.


 


(e)        Interest
Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and
all continuations of Revolving Loans as the same Type, there shall not be more than seven (7) Interest Periods in effect
in respect of the Revolving Facility.


 


2.03      [Reserved].


 


2.04      [Reserved].


 


2.05      Prepayments.


 


(a)        Optional.
The Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of
a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium
or penalty subject to Section 3.05; provided that unless otherwise agreed by Administrative Agent (A) such
notice must be received by Administrative Agent not later than (x) 11:00 a.m. two (2) Business Days prior to any
date of prepayment of Eurodollar Rate Loans, and (y) on the date of prepayment of Base Rate Loans; (B) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and any
(C) prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of
such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of
such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant
Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable
Percentages in respect of each of the relevant Facilities.


 


(b)        Mandatory.
If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall
immediately prepay Revolving Loans, in an aggregate amount equal to such excess (together with all accrued by unpaid interest
thereon). Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this
Section 2.05(b) shall be applied to the outstanding Revolving Loans; and the amount remaining, if any, after
the prepayment in full of Revolving Loans outstanding at such time (the sum of such prepayment amounts and remaining amount being,
collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its
business, and the Revolving Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06.


 






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Within
the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied
first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under
this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty,
and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.


 


2.06      Termination
or Reduction of Commitments.


 


(a)        The
Borrower may, upon notice from the Borrower to the Administrative Agent, terminate the Revolving Facility or from time to time
permanently reduce the Revolving Facility; provided that (i) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and
(iii) the Borrower shall not terminate or reduce the Revolving Facility if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility. The Administrative Agent will promptly
notify the Lenders of any termination or reduction of the Revolving Commitment under this Section 2.06. Upon any reduction
of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable
Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date
of any termination of the Revolving Facility shall be paid on the effective date of such termination.


 


(b)        Payment
of Fees. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving
Facility shall be paid on the effective date of such termination.


 


2.07      Repayment
of Loans.


 


(a)        [Reserved].


 


(b)        Revolving
Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate principal
amount of all Revolving Loans outstanding on such date.


 


2.08      Interest
and Default Rate.


 


(a)        Interest.
Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest
on the outstanding principal amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal
to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility and (ii) each Base Rate Loan under
a Facility shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate for such Facility. To the extent that any calculation of interest or any fee required
to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall
be deemed zero for purposes of this Agreement.


 






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(b)        Default
Rate.


 


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


 


(ii)        If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by Applicable Laws.


 


(iii)        Automatically
during the occurrence and continuance of an Event of Default pursuant to Section 8.01(a)(i) or (f) or,
upon the request of the Required Lenders, while any other Event of Default exists, all outstanding Obligations may accrue at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.


 


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


 


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


 


2.09      Fees.


 


(a)        Commitment
Fee. The Borrower shall pay to the Lenders a commitment fee (the “Commitment Fee”) equal to the Applicable
Rate times the actual daily amount by which the Revolving Facility exceeds the Outstanding Amount of Revolving Loans. The commitment
fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions
in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of
the Availability Period for the Revolving Facility. The commitment fee shall be calculated quarterly in arrears.


 


(b)        Other
Fees.


 


(i)         The
Borrower shall pay to Bank of America for its own account, in Dollars, fees in the amounts and at the times specified in the Fee
Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


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


 


2.10      Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference
to the Eurodollar 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 shall be made on the basis of a 360-day year and actual days elapsed (which results
in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which
the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to
Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 






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2.11      Evidence
of Debt; Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain the Register
in accordance with Section 11.06(c). The accounts or records maintained by each Lender shall be conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower 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 and the Register, the Register 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 Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments
with respect thereto.


 


2.12      Payments
Generally; Administrative Agent Clawback.


 


(a)        General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be
made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement
be made in the United States. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect
of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer
to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m., shall be deemed received
on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except as otherwise specifically
provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees,
as the case may be.


 


(b)        Funding
by Lenders; Presumption by Administrative Agent.


 


(i)         Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate
Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case
of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required
by Section 2.02) and may, in reliance upon such assumption, make available to the 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 in immediately available funds 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 Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rule on interbank compensation, plus any administrative, processing or similar fees customarily charged by
the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans, in each case, as applicable. 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 the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.


 






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(ii)        Payments
by 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 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 amount due. In such event, if the Borrower has
not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rule on interbank
compensation.


 


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


 


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


 


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


 


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


 


(f)         Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing shall be made from the Lenders and
each payment of fees under Section 2.09 shall be made for account of the Lenders, and each termination or reduction
of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the
amounts of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the
amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be
included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal
of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal
amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of
the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.


 






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2.13      Sharing
of Payments by Lenders.


 


If
any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations
in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in
excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender
at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders
hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities
due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time
or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under
the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such
Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in
respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such
time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder
and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses
(a) and (b) above, 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 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 Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due
and payable) to the Lenders, as the case may be, provided that:


 


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


 


(b)        the
provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of 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), or (B) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans to any assignee or participant, other than an assignment to any Loan Party or any
Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).


 


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


 






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2.14      [Reserved].


 


2.15      Defaulting
Lenders.


 


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


 


(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 11.01.


 


(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 VIII or otherwise) or
received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time
or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing
by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as
no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth,
to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by
any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
fifth, 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 sixth to such Defaulting Lender
or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a
court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a
time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans
of, such Defaulting Lender until such time as all Loans and funded and unfunded participations are held by the Lenders pro
rata in accordance with the Commitments hereunder.


 


(iii)        Certain
Fees.


 


(A)        Fees.
No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) 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)        [Reserved].


 


(C)        Defaulting
Lender Fees. With respect to any fee payable under Section 2.09, the Borrower shall not be required to pay the
amount of any such fee.


 






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(b)        Defaulting
Lender Cure. If the Borrower and the Administrative Agent, 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, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to
be held pro rata by the Lenders in accordance with their Revolving Commitments, 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 III


 


TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01      Taxes.


 


(a)        Defined
Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA.


 


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


 


(c)        Payment
of Other Taxes by the Loan Parties. The Loan 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)        Tax
Indemnifications.


 


(i)         Each
of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect
thereof 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 3.01) payable or paid by such Recipient
or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative
Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender
for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(d)(ii) below.


 






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


 


(e)        Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided
in this Section 3.01, the Borrower 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 any return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 


(f)         Status
of Lenders; Tax Documentation.


 


(i)         Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the 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, 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 3.01(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in
the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 






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


 


(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 copies of IRS Form W–9 certifying that such Lender is exempt from U.S. federal
backup withholding tax;


 


(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to 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 copies of IRS Form W–8BEN–E (or W–8BEN,
as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”
article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W–8BEN–E
(or W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
 “business profits” or “other income” article of such tax treaty;


 


(2)        executed
copies 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 J–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 (y) executed
copies of IRS Form W–8BEN–E (or W–8BEN, as applicable); or


 


(4)        to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W–8IMY, accompanied by IRS Form W–8ECI, IRS
Form W–8BEN–E (or W–8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of
Exhibit J–2 or Exhibit J–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 J–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 copies (or originals, as required) of any other form prescribed by Applicable Law as a basis for claiming exemption from
or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be
made; and


 






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(D)        if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the 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 the purposes of this clause (f)(ii)(D),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)       Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 


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


 


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


 






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3.02      Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its Lending Office to make, maintain or fund or charge interest with respect to any Credit Extension, or to
determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon
notice thereof by such Lender to the Borrower (through the Administrative Agent), (i) any obligation of such Lender to make
or continue Eurodollar Rate Loans or, to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if
such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined
by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component
of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, (A) the Borrower shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base
Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (B) if such notice asserts the illegality
of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the
period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof
until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine
or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.


 


3.03      Inability
to Determine Rates.


 


(a)         If
in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative
Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable
amount and Interest Period of such Eurodollar Rate Loan or (B) (1) adequate and reasonable means do not exist for determining
the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an
existing or proposed Base Rate Loan and (2) the circumstances described in Section 3.03(c)(i) do not apply
(in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent
or the Required Lenders determine that for any reason Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in
the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate,
the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative
Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a),
until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent
of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein.


 






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(b)         Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section 3.03,
the Administrative Agent in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative
Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section 3.03,
(ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative
interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any
Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for
such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such
alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed
material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the
Borrower written notice thereof.


 


(c)         Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, but without limiting Sections 3.01(a) and
(b) above, if the Administrative Agent determines (which determination shall be conclusive and binding upon all parties
hereto absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required
Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination likewise
shall be conclusive and binding upon all parties hereto absent manifest error), that:


 


(i)          adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)         the
administrator of the LIBOR Screen Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made
available, or used for determining the interest rate of loans in the applicable currency (such specific date, the “Scheduled
Unavailability Date”), or


 


(iii)        syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are being
executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


(iv)        then,
reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice,
as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark
rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration
to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks
(any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming
Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept
such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to
the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall
be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 






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(d)         If
no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled
Unavailability Date has occurred (as applicable), the Administrative Agent will promptly
so notify the Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar
Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected
Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for
a Borrowing of Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein.


 


(e)         Notwithstanding
anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be
less than 0.75% for purposes of this Agreement.


 


(f)          For
purposes hereof, “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor
Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and
making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent
in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration
of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably
necessary in connection with the administration of this Agreement).


 


3.04      Increased
Costs; Reserves on Eurodollar Rate Loans.


 


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


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e));


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(e) 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 the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate
Loans made by such Lender or participation therein;


 


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


 






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


 


(c)         [Reserved].


 


(d)         Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04
and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be,
the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(e)         Reserves
on Eurodollar Rate Loans. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency
Liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs
of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall
be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous
requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments
or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to
the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date
on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior
notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give
notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days
from receipt of such notice.


 


(f)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that
the Borrower shall not be required to compensate a Lender to the foregoing provisions of this Section 3.04 for any
increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender, 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
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 (9) month period referred to above shall be extended to include the period of retroactive effect
thereof).


 






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3.05      Compensation
for Losses.


 


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


 


(a)        any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


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


 


(c)        any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.13.


 


including
any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also
pay any customary administrative fees charged by such Lender in connection with the foregoing.


 


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


 


3.06      Mitigation
Obligations; Replacement of Lenders.


 


(a)         Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, 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 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the
Borrower, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01
or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02,
as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The 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 3.04, 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 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance
with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.


 


3.07      Survival.


 


All
of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.


 






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ARTICLE IV


 


CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


 


4.01      Conditions
of Initial Credit Extension.


 


The
obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the
following conditions precedent:


 


(a)         Execution
of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of
each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower and (iii) counterparts of any other
Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person
party thereto.


 


(b)         Officer’s
Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer dated the Closing Date, certifying
as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified
as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing,
existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers
of each Loan Party.


 


(c)         Legal
Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative
Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent
and the Lenders, in form and substance acceptable to the Administrative Agent.


 


(d)         Financial
Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in
Sections 5.05(a) and (b).


 


(e)        Closing
Certificates.


 


(i)         The
Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of the Borrower as to the financial
condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial borrowings under
the Loan Documents, and the other transactions contemplated hereby.


 


(ii)         The
Administrative Agent shall have received a closing certificate signed by a Responsible Officer of the Borrower certifying that
immediately after giving effect to this Agreement and any Credit Extensions provided on the Closing Date: (x) the representations
and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document,
are (A) with respect to representations and warranties that contain a materiality qualification, true and correct on and
as of such date (except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date), and (B) with respect to representations and warranties that
do not contain a materiality qualification, are true and correct in all material respects on and as of such date (except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct
in all material respects as of such earlier date) and (y) no Default exists or would result therefrom.


 






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(f)          Loan
Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date,
if any.


 


(g)         Fees
and Expenses. The Administrative Agent and the Lenders shall have received all fees to be paid on the Closing Date pursuant
to the Fee Letter and this Agreement and reasonable and documented out of pocket expenses (including, without limitation, legal
fees of counsel to the Administrative Agent), to the extent invoiced at least three Business Days prior to the Closing Date, owing
pursuant to the Loan Documents (which amounts may be offset against the proceeds of the initial Loans hereunder).


 


(h)         KYC.
The Lenders shall have received at least three Business Days prior to the Closing Date all documentation and other information
regarding the Loan Parties required by Governmental Authorities under applicable “know your customer”, anti-money
laundering and similar rules and regulations, including the Patriot Act, in each case to the extent reasonably requested
of the Borrower at least 10 Business Days prior to the Closing Date.


 


(i)          No
Material Adverse Effect. Since December 31, 2019, there has been no event or circumstance, either individually or in
the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.


 


4.02      Conditions
to all Credit Extensions.


 


The
obligation of each Lender to honor any Request for Credit Extension (including with respect to any Loans made on the Closing Date,
but excluding with respect to a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:


 


(a)         Representations
and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II,
Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection
herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification,
be true and correct on and as of the date of such Credit Extension (except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), and (ii) with
respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material
respects on and as of the date of such Credit Extension (except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), and
except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and
(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and
(b), respectively.


 


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


 


(c)         Request
for Credit Extension. The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements
hereof.


 


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


 






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ARTICLE V


 


REPRESENTATIONS
AND WARRANTIES


 


Each
Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the Closing Date and on each other date
made or deemed made, that:


 


5.01      Existence,
Qualification and Power.


 


Each
Loan Party and each of its Subsidiaries (a) is (i) duly organized, incorporated or formed, validly existing and (ii) to
the extent such concept exists and is applicable under the requirements of Applicable Law of the relevant jurisdiction (and for
the avoidance of doubt such concept is not applicable to the Loan Parties and their Subsidiaries incorporated in England &
Wales), in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power
and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations
under the Loan Documents to which it is a party, and (c) is duly qualified and, to the extent such concept exists and is
applicable under the requirements of Applicable Law of the relevant jurisdiction (and for the avoidance of doubt such concept
is not applicable to the Loan Parties and their Subsidiaries incorporated in England & Wales), in good standing under
the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such
qualification; except in each case referred to in clauses (a)(ii), (b)(i) or (c), to the extent that failure to do so would
not reasonably be expected to have a Material Adverse Effect.


 


5.02      Authorization;
No Contravention.


 


The
execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) violate the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under,
or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such
Person or the properties of such Person or any of its Subsidiaries which would reasonably be expected to have a Material Adverse
Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person
or its property is subject in a manner material and adverse to the Lenders; or (c) violate any Law in a manner material and
adverse to the Lenders.


 


5.03      Governmental
Authorization; Other Consents.


 


No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against,
any Loan Party of this Agreement or any other Loan Document or (b) the exercise by the Administrative Agent or any Lender
of its rights under the Loan Documents, other than authorizations, approvals, actions, notices and filings which have been duly
obtained or the failure to obtain or make which would not reasonably be expected to have a Material Adverse Effect.


 


5.04      Binding
Effect.


 


This
Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute,
a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principals of equity.


 






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5.05      Financial
Statements; No Material Adverse Effect.


 


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


 


(b)        Quarterly
Financial Statements. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2020,
and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of
the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)         Material
Adverse Effect. Since the date of the Audited Financial Statements, except with respect to any event or condition disclosed
by the Borrower in public filings with the SEC prior to the Closing Date, there has been no event or circumstance, either individually
or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.


 


5.06      Litigation.


 


Except
as disclosed in the Audited Financial Statements, there are no actions, suits, proceedings, claims or disputes pending or, to
the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority,
by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) would reasonably be
expected to affect the legality, enforcement or validity of this Agreement or any other Loan Document or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse
Effect.


 


5.07      No
Default.


 


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


 


5.08      Ownership
of Property.


 


Each
Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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5.09      Environmental
Compliance.


 


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


 


5.10      Taxes.


 


Each
Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed,
and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets otherwise due and payable, except those (a) which are being contested in
good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with
GAAP and (b) those for which failure to file or non-payment would not reasonably be expected to have a Material Adverse Effect.


 


5.11      ERISA
Compliance.


 


(a)         Each
Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except for compliance
failures that have not resulted, and are not reasonably expected to result, in a Material Adverse Effect. Each Pension Plan that
is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or
is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of
the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of
the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties,
nothing has occurred that would prevent or cause the loss of such tax-qualified status, which has resulted or would reasonably
be expected to result in a Material Adverse Effect.


 


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


 


(c)         (i) No
ERISA Event has occurred, and no Loan Party is aware of any fact, event or circumstance that would reasonably be expected to constitute
or result in an ERISA Event with respect to any Pension Plan, that in either case has resulted or would reasonably be expected
to result in a Material Adverse Effect; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under
the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension
Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the
funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher;
(iv) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums,
and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate
has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no
Pension Plan has been terminated that has resulted or would reasonably be expected to result in a Material Adverse Effect.


 






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5.12      Margin
Regulations; Investment Company Act.


 


(a)         Margin
Regulations. Following the application of the proceeds of each Borrowing, 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 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument
between the Borrower or any of its Subsidiaries and any Lender or any Affiliate of any Lender relating to Indebtedness and within
the scope of Section 8.01(e) will be margin stock.


 


(b)         Investment
Company Act. No Loan Party is or is required to be registered as an “investment company” under the Investment
Company Act of 1940.


 


5.13      Disclosure.


 


No
written report, financial statement, certificate or other written information (excluding any forecasts, projections, budgets,
estimates and general market or industry data) furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or
under any other Loan Document (in each case as modified or supplemented by other information so furnished or publicly disclosed
by the Borrower) when provided and when taken as a whole with all other information or data provided, furnished or disclosed by
the Borrower contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that, (i) with respect to projected
financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time (it being understood and agreed that forecasts, estimates and projections as to future events
are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by
such projections may differ from the projected results and that such differences may be material and that the Borrower makes no
representation that such representations will in fact be realized) and (ii) as to statements, information and reports specified
as having been derived by the Borrower from third parties, other than Affiliates of the Borrower or any of its Subsidiaries, the
Borrower represents only that it has no knowledge of any material misstatement therein.


 


5.14      Sanctions
Concerns and Anti-Corruption Laws.


 


(a)         Sanctions
Concerns. Neither the Loan Parties, nor any of their Subsidiaries, nor any director, officer or employee thereof, is an individual
or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any
Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial
Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority as applicable
to the Borrower or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have
conducted their businesses in compliance with all applicable Sanctions and have instituted and maintained policies and procedures
designed to promote and achieve compliance with such Sanctions.


 


(b)         Anti-Corruption
Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions as applicable
to the Borrower, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such
laws.


 






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5.15      Responsible
Officers.


 


Set
forth on Schedule 1.01(c) are Responsible Officers, holding the offices indicated next to their respective names, as of the
Closing Date and updated from time to time in writing by the Borrower and such Responsible Officers are the duly elected and qualified
officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement,
and the other Loan Documents.


 


ARTICLE VI


 


AFFIRMATIVE
COVENANTS


 


Each
of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such
Loan Party shall, and shall cause (other than with respect to Section 6.01 and 6.02) each of its Subsidiaries
to:


 


6.01      Financial
Statements.


 


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


 


(a)         Audited
Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of
the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any
extension permitted by the SEC)), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail
and prepared in accordance with GAAP,  such consolidated statements to be audited and accompanied by a report and opinion
of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent,
which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to
any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.


 


(b)         Quarterly
Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first
three (3) fiscal quarters of each fiscal year of the Borrower (or, if earlier, five (5) days after the date required
to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes
in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then
ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP
and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, certified
by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower
and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.


 






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(c)         Documents
required to be delivered pursuant to Section 6.01(a) or (b) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 1.01(a); 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 fax transmission or e-mail transmission) of the posting of any such documents.
The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred
to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender
for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


(d)         The
Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated
to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially
similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower
or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable
efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all
such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the
word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers and the Lenders
to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary)
with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07);
(C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (D) the Administrative Agent and any Affiliate thereof and the Arrangers
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting
on a portion of the Platform not designated “Public Side Information.”


 


6.02      Certificates;
Other Information.


 


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


 


(a)            SEC
Notices. Reasonably promptly after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each written notice
or other correspondence received from the SEC concerning any investigation or possible investigation or other inquiry by such
agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof that would reasonably be expected
to result in a Material Adverse Effect.


 


(b)            Additional
Information. Reasonably promptly, such additional information regarding the business, financial, legal or corporate affairs
of any Loan Party or any Subsidiary thereof as Administrative Agent or any Lender reasonably determines is relevant to the Loan
Documents and the Facility created hereby, or compliance with the terms of the Loan Documents, as the Administrative Agent or
any Lender may reasonably request from time to time.


 






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(c)         Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing
with the delivery of the financial statements for the fiscal quarter ended June 30, 2020) a duly completed Compliance Certificate
signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the
Borrower. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may
be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof
for all purposes.


 


(d)         PATRIOT
Act and Beneficial Ownership. Promptly following any request therefor, information and documentation reasonably requested
by any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act,
the Beneficial Ownership Regulation or other applicable anti-money laundering laws.


 


6.03      Notices.


 


Promptly
notify the Administrative Agent and each Lender:


 


(a)         of
the occurrence of any Default; and


 


(b)         of
the occurrence of any ERISA Event that has resulted in or would reasonably be expected to result in a Material Adverse Effect.


 


Each
notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has
taken and proposes to take with respect thereto.


 


6.04      Payment
of Obligations.


 


Pay
and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities,
assessments and governmental charges or levies upon it or its properties or assets, unless (i) the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
by the Borrower or such Subsidiary or (ii) the failure to do so would not reasonably be expected to have a Material Adverse
Effect; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except to the extent that any
such Lien would be permitted to be incurred pursuant to Section 7.01; and (c) all Indebtedness, as and when due
and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness,
except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


6.05      Preservation
of Existence, Etc.


 


(a)         Preserve,
renew and maintain in full force and effect its legal existence and, to the extent such concept exists and is applicable under
the requirements of Applicable Law of the relevant jurisdiction (and for the avoidance of doubt such concept is not applicable
to the Loan Parties and their Subsidiaries incorporated in England & Wales) good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 7.04 or 7.05 or (other than with respect to
the Borrower) except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;


 


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


 






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


 


6.06      Maintenance
of Properties.


 


(a)         Maintain,
preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material
Adverse Effect; and


 


(b)         make
all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect.


 


6.07      Maintenance
of Insurance.


 


Maintain
with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties
and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily
carried under similar circumstances by such other Persons, including, without limitation, terrorism insurance, except to the extent
that failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


6.08      Compliance
with Laws.


 


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


 


6.09      Books
and Records.


 


Maintain
full and accurate books of record and account in conformity with GAAP consistently applied.


 


6.10      Inspection
Rights.


 


Except
to the extent prohibited by Applicable Law, regulatory policy or regulatory restriction (in the reasonable good faith judgment
of the Borrower), no more than once a year and at their own expense (unless an Event of Default then exists in which case there
shall be no limit so long as the Event of Default exists), permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its corporate and financial records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its Responsible Officers, at such reasonable
times during normal business hours, upon reasonable advance notice to the Borrower; provided, however, that such
visits, inspections, examinations and/or discussions shall be reasonably related to the Administrative Agent’s or any Lender’s
rights and obligations hereunder and shall not require Borrower to provide any records or information subject to attorney-client
or other similar legal privilege under Applicable Law (provided that, with respect to any such withheld information, the Borrower
shall (a) make the Administrative Agent aware that information is being withheld and (b) use commercially reasonable
efforts to communicate the relevant information in a way that does not violate such attorney-client or other similar legal privilege);
provided further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal
business hours and without advance notice.


 






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6.11      Use
of Proceeds.


 


The
proceeds of the Credit Extensions may be used to pay for fees and expenses incurred in connection with the transactions contemplated
herein and for working capital, capital expenditures, Acquisitions permitted hereunder and any other lawful corporate purposes
not in contravention of any Law or of any Loan Document.


 


6.12      Compliance
with Environmental Laws.


 


Except
as would not reasonably be expected to have a Material Adverse Effect, comply in all respects, with all applicable Environmental
Laws.


 


6.13      Covenant
to Guarantee Obligations.


 


In
connection with the delivery of the Compliance Certificate referred to in Section 6.02(c), if, since the date of the
delivery of the last Compliance Certificate, any Investment, Disposition of assets by the Borrower or any Subsidiary, or Acquisition
resulted in a Person becoming a Material Subsidiary, cause each Person that becomes a Material Subsidiary to become a Guarantor
hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Loan Parties shall deliver to the
Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required
pursuant to Sections 4.01(b) and (c).


 


6.14      Anti-Corruption
Laws.


 


Conduct
its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar
anti-corruption legislation in other jurisdictions as applicable to the Borrower and maintain policies and procedures designed
to promote and achieve compliance with such laws.


 


ARTICLE VII


 


NEGATIVE
COVENANTS


 


Each
of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no
Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01      Liens.


 


Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,
except for the following (the “Permitted Liens”):


 


(a)         Liens
existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof;


 


(b)         Liens
for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or for which the failure
to pay would not reasonably be expected to result in a Material Adverse Effect;


 






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(c)         Statutory
Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person;


 


(d)         pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA or to secure letters of credit issued with respect thereto;


 


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


 


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


 


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


 


(h)         Liens
on any asset acquired, repaired, constructed or improved by the Borrower or any Subsidiary securing Indebtedness permitted under
Section 7.02 incurred or assumed for the purpose of such acquisition, repair, construction or improvement; provided
that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and
(ii) any such Lien shall be created substantially simultaneously with or within 12 months after the acquisition thereof or
the completion of the repair, construction or improvement thereof;


 


(i)          Liens
incurred in the ordinary course of business on deposit, custody and securities accounts;


 


(j)         Any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any
Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased and other
Liens incurred in the ordinary course of business that do not secure Indebtedness;


 


(k)         Liens
of a collection bank arising under Section 4-210 of the uniform commercial code (or its equivalent) in the applicable jurisdiction
on items in the course of collection;


 


(l)          Liens
on property or property of a Person existing at the time such property is acquired or such Person is merged into or consolidated
with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were
not created in contemplation of such acquisition, merger, consolidation or Investment and do not extend to any assets other than
such acquired property or those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by
the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02;


 






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(m)        Liens
(not securing borrowed money) in favor of a Governmental Authority arising from or contemplated by any zoning, building, insurance,
licensing requirements or similar laws, rules, regulations or rights reserved to or vested in any Governmental Authority or in
the administration, interpretation, implementation or application thereof by any Governmental Authority;


 


(n)         Liens
securing obligations under Swap Contracts;


 


(o)         Liens
securing obligations of any Loan Party or any Subsidiary owed to another Loan Party or any Subsidiary;


 


(p)         Liens
arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies or insurance
regulators or on cash or securities repurchase, reverse repurchase and securities lending transactions or arising under escrows,
trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements or agreements established
with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or reinsurance
agreements or as otherwise entered in the ordinary course of business;


 


(q)         Liens
securing Indebtedness permitted to be incurred pursuant to Section 7.02(i); and


 


(r)          Liens
securing the refinancing, extension or renewal of any Indebtedness or other obligations secured by a Lien permitted hereunder
so long as such Liens do not attach to any additional property in connection with such refinancing, extension or renewal;


 


provided
that, none of the restrictions under this Section 7.01 shall apply to the Morningstar Seed Portfolios or any margin
stock held by the Borrower or any of its Subsidiaries.


 


7.02      Indebtedness.


 


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


 


(a)         Indebtedness
under the Loan Documents;


 


(b)         Indebtedness
outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, replacements
or extensions thereof;


 


(c)         Indebtedness
in respect of Capitalized Leases and purchase money obligations for fixed or capital assets; provided, however,
that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $75,000,000;


 


(d)         loans
or advances made by any Loan Party to any Subsidiary or any other Loan Party and made by any Subsidiary to any Loan Party or any
other Subsidiary;


 


(e)         Guarantees
of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned
Subsidiary;


 


(f)          Indebtedness
of any Person that is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary
of the Borrower or in respect of assets acquired after the date hereof in a transaction permitted hereunder; provided that
such Indebtedness is existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the
Borrower or becomes a Subsidiary of the Borrower or such assets are acquired (and was not incurred solely in contemplation thereof)
and any refinancings, refundings, renewals or extensions thereof;


 






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(g)         obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into
by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with the business of
such Person or its affiliate;


 


(h)         Indebtedness
(including any Guarantees) of the Borrower and its Subsidiaries incurred pursuant to the Senior Credit Agreement;


 


(i)          other
secured Indebtedness not contemplated by the above provisions in an aggregate principal amount outstanding at such time not to
exceed 15% of Consolidated Total Assets as of the date of incurrence so long as no Default or Event of Default exists or would
otherwise result therefrom as of the date of incurrence; and


 


(j)          other
unsecured Indebtedness not contemplated by the above provisions, so long as after giving Pro Forma Effect to such Indebtedness
at the time of incurrence (x) the Consolidated Leverage Ratio is not greater than the applicable ratio under Section 7.13(a) and
(y) no Default or Event of Default exists or would otherwise result therefrom.


 


7.03      Investments.


 


Make
or hold any Investments, except:


 


(a)         Investments
held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents;


 


(b)         advances
to officers, directors and employees of the Borrower and Subsidiaries in the ordinary course of business for travel, entertainment,
relocation and analogous ordinary business purposes;


 


(c)         (i) Investments
by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments
by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are
not Loan Parties in other Subsidiaries, and (iv) investments by the Borrower and the Subsidiaries in Equity Interests of
their respective Subsidiaries;


 


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


 


(e)         Guarantees
permitted by Section 7.02;


 


(f)          Investments
existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;


 


(g)         Permitted
Acquisitions;


 


(h)         other
Investments not contemplated by the above provisions not exceeding $50,000,000 in the aggregate in any fiscal year of the Borrower;
and


 


(i)          other
Investments, so long as after giving Pro Forma Effect to such Investment at the time of such investment (x) the Consolidated
Leverage Ratio is not greater than the applicable ratio under Section 7.13(a) and (y) no Default or Event
of Default exists or would otherwise result therefrom; and


 


(j)          the
Sustainalytics Acquisition.


 






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7.04            Fundamental
Changes.


 


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


 


(a)            any
Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or
to another Loan Party;


 


(b)            any
Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the
nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;


 


(c)            in
connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person
or permit any other Person to merge into or consolidate with it; provided that in each case, immediately after giving effect
thereto (i) in the case of any such merger or consolidation to which the Borrower is not party to, the Person surviving such
merger shall be a wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which
the Borrower is a party, the Borrower is the surviving Person and (iii) in the case of any such merger or consolidation to
which any Guarantor (other than the Borrower) is a party, a Guarantor shall be the surviving Person;


 


(d)            so
long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries
may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided,
however, that in each case, immediately after giving effect thereto (i) in the case of any such merger or consolidation
to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger or consolidation
to which any Guarantor (other than the Borrower) is a party, a Guarantor shall be the surviving Person;











 


(e)            any
Subsidiary may dissolve or liquidate if such dissolution or liquidation results from Dispositions not prohibited by this Agreement;
and


 


(f)            any
Material Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon
the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Material Subsidiaries at
such time, or, with respect to assets not so held by one or more Material Subsidiaries, such Division, in the aggregate, would
otherwise result in a Disposition permitted by Section 7.05(e); provided that, notwithstanding anything to
the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Material
Subsidiary may not be deemed to be a Subsidiary that is not a Material Subsidiary at the time of or in connection with the applicable
Division.


 






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7.05            Dispositions.


 


Make
any Disposition, except:


 


(a)            Permitted
Transfers;


 


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


 


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


 


(d)            Dispositions
permitted by Section 7.04;


 


(e)            other
Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously
with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of,
(ii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Loan Party, and
(iii) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries
in all such transactions during any fiscal year of the Borrower shall not exceed 20% of Consolidated Total Assets; provided,
however, that if, as of the date of any proposed Disposition pursuant to this Section 7.05(e), all Dispositions
made pursuant to this Section 7.05(e) (after giving effect to such proposed Disposition) in such fiscal year
of the Borrower exceed 10% of Consolidated Total Assets as of such date, the Borrower shall be in Pro Forma Compliance with each
of the financial covenants set forth in Section 7.13 after giving effect to such proposed Disposition treating all
such Dispositions pursuant to this Section 7.05(e) in such fiscal year as one Material Disposition; and


 


(f)            Dispositions
of Investments constituting minority Equity Interests of Persons that are not Subsidiaries, so long as after giving Pro Forma
Effect to such Disposition at the time of such Disposition (x) the Consolidated Leverage Ratio is not greater than the applicable
ratio under Section 7.13(a) and (y) no Default or Event of Default exists or would otherwise result therefrom.


 


provided
that, none of the restrictions under this Section 7.05 shall apply to the Morningstar Seed Portfolios or any margin
stock held by the Borrower or any of its Subsidiaries.


 


7.06            Restricted
Payments.





 


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


 


(a)            each
Subsidiary may make Restricted Payments (i) to any Loan Party or Subsidiary and (ii) to any other Person that owns Equity
Interests in such Subsidiary on a ratable basis according to its respective holdings of the type of Equity Interest in respect
of which such Restricted Payment is being made;


 


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


 


(c)            the
Borrower and its Subsidiaries may make other Restricted Payments, so long as after giving Pro Forma Effect to such Restricted
Payment (x) the Consolidated Leverage Ratio is not greater than the applicable ratio under Section 7.13(a) and
(y) no Default or Event of Default exists or would otherwise result therefrom.


 






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7.07            Change
in Nature of Business.


 


Engage
in any material line of business in a substantially different industry from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business related, complementary or incidental thereto.


 


7.08            Transactions
with Affiliates.


 


Enter
into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other
than (a) transactions described on Schedule 7.08(a) as may be updated from time to time with the written consent
of the Administrative Agent and the Required Lenders, (b) advances, transfers and other transactions between and among
the Borrower and any of its Subsidiaries not otherwise prohibited by this Agreement, (c) (i) any employment, equity
award, equity option or equity appreciation agreement or plan entered into by the Borrower or any of its Subsidiaries in the ordinary
course of business of the Borrower or such Subsidiary and (ii) customary compensation, indemnification and other benefits
made available to officers, directors or employees of the Borrower and any of its Subsidiaries, including reimbursement or advancement
of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance, (d) Restricted Payments
not prohibited by Section 7.06 and (e)  other transactions on terms and conditions substantially as favorable
to such Person as would be obtainable by it at the time in a comparable arms-length transaction with a Person other than an officer,
director or Affiliate.


 


7.09            Burdensome
Agreements.


 


(a)            Enter
into, or permit to exist, any Contractual Obligation (except for this Agreement, the other Loan Documents and the Senior Credit
Agreement (including the “Loan Documents” defined therein)) that encumbers or restricts the ability of any such
Person to (i) act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness
or other obligation owed to any Loan Party or (iv) make loans or advances to any Loan Party, or (v) create
any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in the case of clause (a)(v) only, for
any document or instrument governing Indebtedness secured by Permitted Liens, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Liens.


 


(b)            Clause
(a) of this Section 7.09 shall not prohibit (i) any such encumbrance or restriction existing under or by reason
of Applicable Law, (ii) Permitted Liens, (iii) any Contractual Obligation (A) governing property existing at the
time of the acquisition thereof, so long as the limitation relates only to the property so acquired or (B) of any Subsidiary
existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of
the Borrower, or otherwise became a Subsidiary of the Borrower in each case not created in contemplation of such acquisition,
merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements
or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such limitations
than those contained in such Contractual Obligations, (iv) customary non-assignment provisions in Contractual Obligations
entered into in the ordinary course of business, (v) any such Contractual Obligation restricting any mutual fund or investment
fund managed or advised by a Subsidiary, (vi) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business, (vii) any Contractual Obligation related to any Indebtedness not
prohibited by this Agreement, (viii) any Contractual Obligation with respect to the disposition or distribution of property
or cash in joint ventures not otherwise prohibited by this Agreement and entered into in the ordinary course of business, (ix) any
Contractual Obligation related to the sale, transfer or other disposition of a Subsidiary or property that is not prohibited by
this Agreement; provided that such limitation applies only to that Subsidiary or property, as applicable, pending such
sale, transfer or other disposition or (x) any Contractual Obligation related to preferred Equity Interests issued by a Subsidiary
of the Borrower or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred
Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly
restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences
on such preferred Equity Interests prior to paying any dividends or making any other distributions on other Equity Interests).


 






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7.10            Use
of Proceeds.


 


Use
the proceeds of any Credit Extension in any manner that would cause the representation in Section 5.12 not to be true
immediately after giving effect to such use of proceeds.


 


7.11            Sanctions.


 


Directly
or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available
such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person,
that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any
Person (including any Person participating in the transaction, whether as Lender, an Arranger, Administrative Agent, or otherwise)
of Sanctions.


 


7.12            Anti-Corruption
Laws.


 


Directly
or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions
as applicable to the Borrower.


 


7.13            Financial
Covenants.


 


(a)            Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any
fiscal quarter of the Borrower to be greater than 3.50 to 1.00; provided that, solely with respect to the four fiscal quarters
following any Acquisition permitted by this Agreement with an aggregate purchase price in excess of $100,000,000 (a “Material
Acquisition”), the Consolidated Leverage Ratio determined as of the end of such four fiscal quarters shall not be greater
than 3.75 to 1.00; provided, further, that if the Consolidated Leverage Ratio has increased pursuant to the previous
proviso, then there must exist at least one fiscal quarter without such an increase in effect prior to giving effect to any subsequent
increase resulting from a Material Acquisition.


 


 


(b)            Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as
of the end of any fiscal quarter of the Borrower to be less than 3.00 to 1.00.


 






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ARTICLE VIII


 


EVENTS
OF DEFAULT AND REMEDIES


 


8.01            Events
of Default.


 


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


 


(a)            Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein and in the currency required
hereunder, any amount of principal of any Loan when and as required herein, or (ii) within five (5) Business Days after
the same becomes due and payable, any interest on any Loan, or any fee due hereunder pursuant to Section 2.09, or
(iii) within five (5) days after the same becomes due and payable, any other amount payable hereunder or under any other
Loan Document; or


 


(b)            Specific
Covenants.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections
6.03(a) or 6.05, or Article VII; or


 


(c)            Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or
(b) above) contained in this Agreement on its part to be performed or observed and such failure continues for thirty
(30) days after written notice is given by the Administrative Agent to the Borrower; or


 


(d)            Representations
and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of the Borrower or any other
Loan Party herein or in any other Loan Document shall be incorrect or misleading in any material respect when made or deemed made
in any material respect (provided that any Default arising therefrom shall not be deemed to be continuing if the facts give rise
to such representation, warranty or certification being incorrect or misleading are corrected such that the representation, warranty
or certification if made again would be true); or


 


(e)            Cross-Default.
(i) Any Loan Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount of more than $100,000,000 and such failure continues after the passing of the
applicable notice and grace periods, or (B) fails to observe or perform any other agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs,
in each case, beyond the applicable grace, cure, extension, forbearance or similar period, if the effect of which failure is to
cause such Indebtedness to be declared to be due and payable or required to be repurchased or prepaid(other than regularly scheduled
payment) prior to its stated maturity (provided that, with respect to clause (B) only, the foregoing shall not apply to any
mandatory tender, mandatory prepayment or put in connection with the consummation of any transaction not prohibited by this Agreement);
or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from
(A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party
(as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan
Party or any Subsidiary thereof is an Affected Party (as so defined therein) and, in either event, the Swap Termination Value
owed by such Loan Party or such Subsidiary as a result thereof is greater than the $100,000,000 (x) after giving effect to
any applicable grace, cure, extension, forbearance or similar period, the effect of such Early Termination Date is to cause such
Swap Termination Value to become due and (y) such Swap Termination Value has not been paid when due; or





 


(f)            Insolvency
Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law,
or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent
of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such
proceeding; or


 






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(g)            Inability
to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to
pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within
sixty (60) calendar days (or such longer period for which a stay of enforcement is allowed by applicable Law) after its issue
or levy.


 


(h)            Judgments.
There is entered against any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate
amount (as to all such judgments and orders) exceeding $100,000,000 (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive
days after the entry of such judgment during which a discharge, stay of enforcement of such judgment, by reason of a pending appeal
or otherwise, is not in effect; or


 


(i)            ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be
expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC
in an aggregate amount in excess of $100,000,000, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100,000,000; or


 


(j)            Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in
full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan
Document (other than contingent obligations not yet due and payable); or any Loan Party denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or


 


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





 


Without
limiting the provisions of Article IX, if a Default shall have occurred under the Loan Documents, then such Default
will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or
is otherwise expressly waived by Administrative Agent (with the approval of the requisite Lenders (in their sole discretion))
as determined in accordance with Section 11.01; and once an Event of Default occurs under the Loan Documents, then
such Event of Default will continue to exist until it is expressly waived by the requisite Lenders or by the Administrative Agent
with the approval of the requisite Lenders, as required hereunder in Section 11.01.


 






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8.02            Remedies
upon Event of Default.


 


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


 


(a)            declare
the Commitment of each Lender to make Loans to be terminated, whereupon such Commitments and obligation shall be terminated;


 


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


 


(c)            exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or Applicable
Law or equity;


 


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


  


8.03            Application
of Funds.


 


After
the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due
and payable as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the
Obligations shall, subject to the provisions of Sections 2.15, be applied by the Administrative Agent in the following
order:


 


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


 


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


 


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





 


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


 


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


 






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ARTICLE IX


 


ADMINISTRATIVE
AGENT


 


9.01            Appointment
and Authority.


 


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


 


9.02            Rights
as a Lender.


 


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


 


9.03            Exculpatory
Provisions.


 


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


 


(i)            shall
not be subject to any fiduciary or other implied duties, regardless of whether a 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 is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan
Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under
any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation
of any Debtor Relief Law; and


 









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


 


(b)            Neither
the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative
Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided
in Sections 11.01 and 8.02 or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the
Borrower or a Lender.


 


(c)            Neither
the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other
Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement
or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


9.04            Reliance
by Administrative Agent.


 


The
Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability
for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including
any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have
been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of
a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior
to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties),
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. For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objections.





 






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9.05            Delegation
of Duties.


 


The
Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the Facilities as well as activities as Administrative Agent. The Administrative 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 non-appealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


9.06            Resignation
of Administrative Agent.


 


(a)            Notice.
The Administrative Agent may at any time give notice of its resignation to the 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 thirty
(30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the
Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall
not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above;
provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has
been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)            Effect
of Resignation. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any cash collateral security
held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall
continue to hold such cash collateral security until such time as a successor Administrative Agent is appointed) and (ii) except
for any indemnity payments or other amounts then owed to the retired Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and
other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective
Date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the
other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable
by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article IX and Section 11.04 shall continue in effect for the benefit
of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them (A) while the retiring Administrative Agent was acting as Administrative Agent and (B) after
such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including,
without limitation, (1) acting as collateral agent or otherwise holding any cash collateral security on behalf of any of
the Lenders and (2) in respect of any actions taken in connection with transferring the agency to any successor Administrative
Agent.


 






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9.07            Non-Reliance
on Administrative Agent and Other Lenders.


 


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


 


9.08            No
Other Duties, Etc.


 


Anything
herein to the contrary notwithstanding, none of the titles 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, an Arranger or a Lender hereunder.


 


9.09            Administrative
Agent May File Proofs of Claim; Credit Bidding.


 


(a)            In
case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan 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, by intervention in such proceeding or otherwise:


 


(i)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and


 


(ii)            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 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 to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and
any other amounts due the Administrative Agent under Sections 2.09 and 11.04.


 


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





 






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9.10            Guaranty
Matters.


 


(a)            Each
of the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from
its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan
Documents.


 


(b)            Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each
case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its
obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.


 


9.11            Certain
ERISA Matters.


 


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


 


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


 


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


 


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


 


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


  



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(b)            In
addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect
to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in
the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to
or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the
assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


ARTICLE X


 


CONTINUING
GUARANTY


 


10.01            Guaranty.


 


Each
Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as a primary obligor and as a guaranty of payment
and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment,
upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations when due and payable, whether
for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Guaranteed
Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and
other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection
with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed
Obligations”); provided that the liability of each Guarantor individually with respect to this Guaranty shall
be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance
under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or
other Applicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness,
obligations and liabilities, or portions thereof, which may be or hereafter become unenforceable or compromised or shall be an
allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The
Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action
or proceeding. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations
or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection
or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute
a defense to the enforceability of this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or
hereafter acquire to the enforceability of this Guaranty in any way relating to any or all of the foregoing.


 


10.02            Rights
of Lender.


 


Each
Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, to the extent permitted herein
and in the Loan Documents without notice or demand, take the following actions without affecting the enforceability or continuing
effectiveness of this Guaranty: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time
for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail
to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such
security and direct the order or manner of sale thereof as the Administrative Agent, and the Lenders in their sole discretion
may determine; and (d) release or substitute one or more of any endorsers or other Guarantors of any of the Obligations.
Without limiting the generality of the foregoing, solely with respect to the enforceability of this Guaranty, each Guarantor consents
to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under
this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.


  



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10.03            Certain
Waivers.


 


Each
Guarantor waives each of the following with respect to the enforceability of this Guaranty: (a) any defense arising by reason
of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including
any act or omission of any Guaranteed Party) of the liability of the Borrower or any other Loan Party; (b) any defense based
on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan
Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right
to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue
any other remedy in the power of any Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any
security now or hereafter held by any Guaranteed Party; and (f) to the fullest extent permitted by law, any and all other
defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors
or sureties. Each Guarantor expressly waives with respect to the enforceability of this Guaranty all setoffs and counterclaims
and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest,
notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all
notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.


 


10.04            Obligations
Independent.


 


The
obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations
and the obligations of any other Guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty
whether or not the Borrower or any other person or entity is joined as a party.


 


10.05            Subrogation.


 


No
Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any
payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly
paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation
of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith
be paid to the Guaranteed Parties to reduce the amount of the Obligations, whether matured or unmatured.


 


10.06            Termination;
Reinstatement.


 


This
Guaranty is a continuing and irrevocable guaranty (when due and payable) of all Obligations now or hereafter existing and shall
remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue
in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made,
or any of the Guaranteed Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by any of the Guaranteed Parties in their discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment
had not been made or such setoff had not occurred and whether or not the Guaranteed Parties are in possession of or have released
this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor
under this paragraph shall survive termination of this Guaranty.





 






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10.07            Stay
of Acceleration.


 


If
acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against
a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each
Guarantor, jointly and severally, immediately upon demand by the Guaranteed Parties.


 


10.08            Condition
of Borrower.


 


Each
Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower
and any other Guarantor such information concerning the financial condition, business and operations of the Borrower and any such
other Guarantor as such Guarantor requires, and that none of the Guaranteed Parties has any duty, and such Guarantor is not relying
on the Guaranteed Parties at any time, to disclose to it any information relating to the business, operations or financial condition
of the Borrower or any other Guarantor (each Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such
information and any defense relating to the failure to provide the same).


 


10.09            Appointment
of Borrower.


 


Each
of the Guarantors (other than the Borrower) hereby appoints the Borrower to act as its agent for all purposes of this Agreement
and the other Loan Documents and agrees that (a) the Borrower may execute such documents on behalf of such Guarantor as the
Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document
executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, or a Lender to the Borrower
shall be deemed delivered to each Guarantor and (c) the Administrative Agent, or the Lenders may accept, and be permitted
to rely on, any document, instrument or agreement executed by the Borrower on behalf of each Guarantor.


 


10.10            Right
of Contribution.


 


The
Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights
against the other Guarantors as permitted under Applicable Law.


 






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ARTICLE XI


 


MISCELLANEOUS


 


11.01            Amendments,
Etc.


 


(a)            Subject
to Section 3.03(c) and the last paragraph of this Section 11.01, no amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required
Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall:





 


(i)            waive
any condition set forth in Section 4.02 or, in the case of the initial Credit Extension, Section 4.01,
without the written consent of each Lender;


 


(ii)            [Reserved].


 


(iii)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02
or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any
Lender);


 


(iv)            postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written
consent of each Lender entitled to such payment;


 


(v)            reduce
the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under
any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined
term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable
hereunder without the written consent of each Lender entitled to such amount; provided, however, that only the consent
of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of
the Borrower to pay interest at the Default Rate;


 


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


 


(vii)            change
any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of
any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder
or thereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of
this clause (a)(vii)), without the written consent of each Lender;


 


(viii)            release
all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release
of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made
by the Administrative Agent acting alone); or


 


(ix)            release
the Borrower (from its obligations as a Borrower or as a Guarantor hereunder), without the written consent of each Lender;


 


and
provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement
or any other Loan Document; and (B) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto.


 






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(b)            Notwithstanding
anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver
or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected
Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled
to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that
the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions
set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral
in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 


(c)            Notwithstanding
anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent
of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer
be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall
have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts
owing to it or accrued for its account under this Agreement.


 


Notwithstanding
any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,
mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules
and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision
to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without
any further action or consent of any other party to this Agreement.


 


11.02            Notices;
Effectiveness; Electronic Communications.


 


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


 


(i)            if
to the Borrower or any other Loan Party or the Administrative Agent, to the address, fax number, e-mail address or telephone number
specified for such Person on Schedule 1.01(a); and


 






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(ii)         if
to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire
then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


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


 


(b)        Electronic
Communications.


 


(i)          Notices
and other communications to the Administrative Agent and the Lenders, hereunder may be delivered or furnished by electronic communication
(including e-mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic communications agreement (or such
other procedures approved by the Administrative Agent in its sole discretion); provided that the foregoing shall not apply
to notices to any Lender, pursuant to Article II if such Lender, has notified the Administrative Agent that it is
incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the
Borrower may each, 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.


 


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


 


(c)         The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability
to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission
of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through
the Internet.


 






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(d)         Change
of Address, Etc. Each of the Borrower and the Administrative Agent, may change its address, fax number or telephone number
or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may
change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice
to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax
number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen
of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and Applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities
laws.


 


(e)         Reliance
by Administrative Agent and Lenders. The Administrative Agent, and the Lenders shall be entitled to rely and act upon any
notices (including, without limitation, telephonic or electronic notices, Loan Notices, and Notice of Loan Prepayment) purportedly
given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender and
the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person
on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.


 


11.03    No
Waiver; Cumulative Remedies; Enforcement.


 


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


 


(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 Loan Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent
in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from
exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (c) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative
to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as
Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in
clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the
Required Lenders.


 






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11.04     Expenses;
Indemnity; Damage Waiver.


 


(a)         Costs
and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including, but not limited to, (A) the reasonable fees, charges and disbursements of (x) one counsel
for the Administrative Agent and its Affiliates and (y) one counsel for the Lenders and their respective Affiliates, taken
as a whole, and, if necessary, one local counsel for the Administrative Agent, the Lenders and their respective Affiliates in
each relevant jurisdiction and (B) due diligence expenses), in connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender
(including the fees, charges and disbursements of one counsel for the Administrative Agent and one counsel for the Lenders if
not the Administrative Agent or a Lender, taken as a whole, and, if necessary, one local counsel for the Administrative Agent
and the Lenders in each relevant jurisdiction), 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 11.04, or (B) in connection
with Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans.


 


(b)         Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and
each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable
fees, charges and disbursements of one counsel for all Indemnitees and one local counsel for all Indemnitees in each relevant
jurisdiction, unless a conflict of interest exists with respect to any Indemnitee in which case such Indemnitee may be reimbursed
for the reasonable fees, charges and disbursements of its own counsel), incurred by any Indemnitee or asserted against any Indemnitee
by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01),
(ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors,
shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee (or its officers, directors, employees or agents) or (y) result from a claim brought
by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c),
this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 






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(c)         Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of
this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of
any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related
Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount
(including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them
based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,
as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or against any Related
Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent). The obligations of the Lenders under
this clause (c) are subject to the provisions of Section 2.12(e).


 


(d)         Waiver
of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan
Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence, willful misconduct or material breach of this Agreement or any Loan
Document of or by such Indemnitee (or its officers, directors, employees or agents) as determined by a final and nonappealable
judgment of a court of competent jurisdiction.


 


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


 


(f)          Survival.
The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive
the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 


11.05     Payments
Set Aside.


 


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


 






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11.06    Successors
and Assigns.


 


(a)        Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of
participation in accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 11.06(e) (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 Section 11.06(d) 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 and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans at the time owing
to it); provided that (in each case with respect to any 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 under any Facility and/or
the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved
Funds (determined after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of
this Section 11.06 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 clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving
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).


 






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(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 and the other Loan Documents with respect to the Loans and/or the Commitment assigned.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of
this Section 11.06 and, in addition:


 






(A)        the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default specified in Sections 8.01(a) or 8.01(f) has occurred and is continuing at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall
be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent
within ten (10) Business Days after having received notice thereof; and


 


(B)        the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of
the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.


 


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


 


(v)          No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to 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), or (C) to a natural Person (or a holding
company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons).


 


(vi)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, 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 or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate)
its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event
that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without
compliance with the provisions of this clause (b)(vi), then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs.


 






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(vii)       Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this clause (b) 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 Section 11.06(d).


 





(c)         Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely
for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered
to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and interest amounts) of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest
error, and 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 (with respect to such Lender’s interest only), at any reasonable time and from time to time
upon reasonable prior notice.


 


(d)         Participations.


 


(i)          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 a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the Loans 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 and
the 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 11.04(c) without
regard to the existence of any participations.


 






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(ii)         Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects
such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it
being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells
the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause
(b) of this Section 11.06; provided that such Participant (A) shall be subject to the provisions
of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section 11.06
and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect
to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense,
to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15 as though
it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest
amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103–1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent
(in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 





(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
(including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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11.07    Treatment
of Certain Information; Confidentiality.


 


(a)         Treatment
of Certain Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related Parties
on a need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested
by any regulatory 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 disclosing party agrees, to the extent
practicable and permitted by Applicable Law (including laws relating to disclosures to banking examiners or regulatory authorities),
to notify the Borrower promptly prior to such disclosure), (iii) to the extent required by Applicable Laws or regulations
or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially
the same as those of this Section 11.07, to (A) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights and obligations under this Agreement or (B) 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 or prospective assignee or Participant, in reliance on this clause
(vi), (vii) on a confidential basis to (A) any rating agency in connection with rating the Borrower or its Subsidiaries
or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used
by the Administrative Agent, to deliver Borrower Materials or notices to the Lenders or (viii) the CUSIP Service Bureau or
any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facilities provided hereunder, or (ix) with the consent of the Borrower or to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section 11.07, (xi) becomes
available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrower or (xii) is independently discovered or developed by a party hereto without utilizing any Information
received from the Borrower or violating the terms of this Section 11.07. For purposes of this Section 11.07,
 “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or
any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in
the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative
Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.


 






(b)         Non-Public
Information. Each of the Administrative Agent and the Lenders acknowledges that (i) the Information may include material
non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures
regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance
with Applicable Law, including United States federal and state securities Laws.


 


(c)         Press
Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public
disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement
or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that)
the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will
consult with such Person before issuing such press release or other public disclosure.


 


(d)         Customary
Advertising Material. Neither the Administrative Agent nor any Lender shall publish any advertising material relating to the
transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties without the prior
written consent of the Borrower (such consent not to be unreasonably withheld or delayed).


 






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11.08    Right
of Setoff.


 


If
an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized
at any time and from time to time, after obtaining the prior written consent of the Required Lenders 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 or any such Affiliate
to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower
or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Affiliates,
irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document
and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are
owed to a branch, office or Affiliate of such Lender 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, (a) all
amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and
deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (b) 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 and their respective Affiliates under this Section 11.08
are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates
may have under Applicable Law. Each Lender agrees 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.


 






11.09     Interest
Rate Limitation.


 


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


 


11.10    Counterparts;
Integration; Effectiveness.


 


This
Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof 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 or any other Loan Document, or any certificate delivered thereunder,
by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually
executed counterpart of this Agreement or such Loan Document or certificate. Without limiting the foregoing, to the extent a manually
executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any
party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.


 






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11.11    Survival
of Representations and Warranties.


 


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


 



11.12    Severability.


 


If
any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws,
as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent
not so limited.


 


11.13    Replacement
of Lender.


 


If
the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting
Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a
Lender as a party hereto, 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 11.06), all of its interests, rights (other than its existing rights to payments
pursuant to Sections 3.01 and 3.04) 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:


 


(a)         the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


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


 






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


 


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


 


(e)         in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


The
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.


 






Each
party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to
an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required
to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented
to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other
parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested
by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties
thereto.


 


Notwithstanding
anything in this Section 11.13 to the contrary, the Lender that acts as the Administrative Agent may not be replaced
hereunder except in accordance with the terms of Section 9.06.


 


11.14    Governing
Law; Jurisdiction; Etc.


 


(a)         GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
ANY CLAIMS, 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 ILLINOIS.


 


(b)         SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN 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, ANY 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 ILLINOIS
SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, 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 ILLINOIS 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 OR ANY 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 LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 






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


 





(d)        SERVICE
OF PROCESS. EACH PARTY HERETO (OTHER THAN SPECIFIED LOAN PARTIES) IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


(e)        SERVICE
OF PROCESS (LOAN PARTIES). WITHOUT PREJUDICE TO ANY OTHER MODE OF SERVICE ALLOWED UNDER ANY RELEVANT LAW, THE LOAN PARIES:
(i) IRREVOCABLY APPOINTS THE BORROWER AS ITS AGENT FOR SERVICE OF PROCESS IN RELATION TO ANY PROCEEDINGS BEFORE THE COURTS
OF THE STATE OF ILLINOIS IN CONNECTION WITH ANY LOAN DOCUMENT AND (ii) AGREES THAT FAILURE BY A PROCESS AGENT TO NOTIFY THE
LOAN PARTIES OTHER THAN THE BORROWER OF THE PROCESS WILL NOT INVALIDATE THE PROCEEDINGS CONCERNED. THE LOAN PARTIES EXPRESSLY
AGREE AND CONSENT TO THE PROVISIONS OF THIS SECTION 11.14(E).


 


11.15    Waiver
of Jury Trial.


 


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


 






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11.16    Subordination.


 


Each
Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness
of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of
any such other Loan Party to the Subordinating Loan Party as subrogee of the Guaranteed Parties or resulting from such Subordinating
Loan Party’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Guaranteed
Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be
enforced and performance received by the Subordinating Loan Party as trustee for the Guaranteed Parties and the proceeds thereof
shall be paid over to the Guaranteed Parties on account of the Obligations, but without reducing or affecting in any manner the
liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has
occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided,
that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited
by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to the Administrative Agent.


 


11.17    No
Advisory or Fiduciary Responsibility.


 


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


 






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11.18    Electronic
Execution; Electronic Records.


 


(a)         The
words “delivery,” “execute,” “execution,” “signed,” “signature,” and
words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is
under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, upon the request
of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.


 


(b)         The
Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and
each Lender may, on behalf of the Borrower, create a microfilm or optical disk or other electronic image of this Agreement and
any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement
and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s
and each Lender’s normal business practices, with the electronic image deemed to be an original and of the same legal effect,
validity and enforceability as the paper originals.


 






11.19    USA
PATRIOT Act Notice.


 


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


 


11.20    Acknowledgment
and Consent to Bail-In of Affected Financial Institutions.


 


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


 


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


 


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


 


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


 






    -87-


     


    

 


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


 


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


 


11.21    Acknowledgment
Regarding Any Supported QFCs.


 


To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement
or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC
and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may
in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of
the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.


 






    -88-


     


    

 




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


 


	BORROWER:	MORNINGSTAR, INC.
	 	 
	 	 
	 	By:	/s/
    Jason Dubinsky
	 	Name:	Jason
    Dubinsky
	 	Title:	Chief
    Financial Officer



 


[Signature
Page to Credit Agreement]


 






    


     


    

 


	GUARANTORS:	MORNINGSTAR
    INVESTMENT MANAGEMENT LLC
	 	 
	 	 
	 	By:	/s/
    Daniel Needham
	 	Name:	Daniel
    Needham
	 	Title:	President
	 	 
	 	 
	 	MORNINGSTAR
    RESEARCH SERVICES LLC
	 	 
	 	 
	 	By:	/s/
    Haywood Kelly
	 	Name:	Haywood
    Kelly
	 	Title:	President
	 	 
	 	 
	 	MORNINGSTAR
    RATINGS HOLDING CORP.
	 	 
	 	 
	 	By:	/s/
    Patrick J. Maloney
	 	Name:	Patrick
    J. Maloney
	 	Title:	Vice
    President, General Counsel and Secretary



 


[Signature
Page to Credit Agreement]


 






    


     


    







 





	 	BANK
    OF AMERICA, N.A.,
	 	as
    Administrative Agent
	 	 
	 	By:	/s/
    Angela Larkin
	 	Name:	Angela
    Larkin
	 	Title:	Vice
    President



 


[Signature
Page to Credit Agreement]


 






    


     


    










 





	 	BANK
    OF AMERICA, N.A.,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/
    Michael J. Haas
	 	Name:	Michael
    J. Haas
	 	Title:	Sr.
    Vice President



 


[Signature
Page to Credit Agreement]


 






    


     


    







 





	 	JPMORGAN
    CHASE BANK, N.A.,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/
    Ryan Zimmerman
	 	Name:	Ryan
    Zimmerman
	 	Title:	Vice
    President



 


[Signature
Page to Credit Agreement]