Form 8-K

8-K — Workday, Inc.

Accession: 0001104659-26-112898

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0001327811

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2626731d2_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2626731d2_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001327811

2026-10-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 1, 2026

WORKDAY, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-35680

20-2480422

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6110 Stoneridge Mall Road

Pleasanton, CA 94588

(Address of principal executive offices, including

zip code)

(Registrant’s telephone number, including

area code): (925) 951-9000

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

(Title of each class)

(Trading Symbol)

(Name of exchange on which registered)

Class A Common Stock, par value $0.001

WDAY

The Nasdaq Stock Market LLC

(Nasdaq

Global Select Market)

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company        ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act.    ¨

Item 1.01 – Entry into a Material Definitive Agreement

Credit Agreement

On October 1, 2026 (the “Closing Date”),

Workday, Inc. (“Workday”) entered into a Credit Agreement (the “Credit Agreement”) by and among Workday,

the subsidiaries of Workday party thereto from time to time, the several lenders from time to time party thereto (the “Lenders”),

Wells Fargo Bank, National Association, as the administrative agent, the swing line lender, and an L/C issuer (in such capacities, the

“Administrative Agent”), the other L/C issuers party thereto, Bank of America, N.A., Barclays Bank PLC, and Morgan Stanley

Senior Funding, Inc., as syndication agents, and Wells Fargo Securities, LLC, BofA Securities, Inc., Barclays Bank PLC, and

Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners. The Credit Agreement replaces Workday’s

prior Credit Agreement, dated as of April 6, 2022, by and among Workday, the several lenders party thereto, Bank of America, N.A.,

as the administrative agent, the swing line lender, and an L/C issuer, and the other L/C issuers party thereto, pursuant to which Workday

had a revolving credit facility in an aggregate principal amount of $1,000,000,000, and

provides for a revolving credit facility in an aggregate principal amount of $1,500,000,000.

Revolving loans may be borrowed, repaid and reborrowed

until October 1, 2031 (the “Maturity Date”), at which time all amounts borrowed must be repaid. Workday may request,

no more than two times during the term of the Credit Agreement, that each revolving Lender extend the Maturity Date for the revolving

loans for one year.

Revolving loans may be prepaid and revolving loan

commitments may be permanently reduced by Workday in whole or in part, without penalty or premium.

As of October 1, 2026, Workday had no outstanding

revolving loans under the Credit Agreement.

Revolving loans under the Credit Agreement will

bear interest, at Workday’s option, at a rate equal to (a) either (i) a floating rate per annum equal to the base rate

plus a margin of from 0.000% to 0.500% depending on Workday’s Consolidated Leverage Ratio (as defined in the Credit Agreement) or

(ii) the applicable secured overnight financing rate (“SOFR”), plus a margin of from 0.875% to 1.500%, depending on Workday’s

Consolidated Leverage Ratio, or (b) if so elected by Workday, either (i) a floating rate per annum equal to the base rate plus

a margin of from 0.000% to 0.250% depending on Workday’s senior unsecured long-term debt rating as determined by Moody’s Investors

Service, Inc. or Standard & Poor’s Financial Services, LLC (the “Debt Rating”) or (ii) the applicable

SOFR, plus a margin of from 0.750% to 1.250%, depending on Workday’s Debt Rating, in each case as set forth in the Credit Agreement.

Swing line loans under the Credit Agreement will bear interest at a floating rate per annum equal to the base rate plus a margin of from

(i) 0.000% to 0.500% depending on Workday’s Consolidated Leverage Ratio or (ii) if Workday has elected to use the Debt

Ratings-based rates, 0.000% to 0.250% depending on Workday’s Debt Rating. The fee applied to letters of credit shall be from (i) 0.875%

to 1.500% depending on Workday’s Consolidated Leverage Ratio or (ii) if Workday has elected to use the Debt Ratings-based rates,

0.750% to 1.250% depending on Workday’s Debt Rating. During a payment event of default under the Credit Agreement, the applicable

interest rates are increased by 2.0% per annum.

In the Credit Agreement, base rate is defined

as the greatest of (but not less than zero) (i) the Administrative Agent’s prime rate, (ii) the federal funds rate plus

0.50%, or (iii) the applicable SOFR, plus 1.00%. Loans based on the base rate shall be made only to domestic borrowers and denominated

in U.S. Dollars.

Loans may be denominated in U.S. Dollars or in

Euros, Sterling, and Canadian Dollars, together with any other currency that is approved by the Administrative Agent (the “Alternative

Currencies”). Loans denominated in Alternative Currencies may not exceed an aggregate of $525,000,000.

Under the Credit Agreement, Workday will pay to

the Administrative Agent for the account of each revolving lender a commitment fee on a quarterly basis based on amounts committed but

unused under the revolving facility of from (i) 0.080% to 0.200% per annum, depending on Workday’s Consolidated Leverage Ratio

or (ii) if Workday has elected to use the Debt Ratings-based rates, 0.070% to 0.150% per annum, depending on Workday’s Debt

Rating. Workday is also obligated under the Credit Agreement to pay the Administrative Agent fees customary for credit facilities of these

sizes and types.

The Credit Agreement contains customary representations,

warranties, and affirmative and negative covenants, including a financial covenant, events of default, and indemnification provisions

in favor of the lenders. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain merger transactions

and other matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires Workday not

to exceed a maximum leverage ratio of 3.50 to 1.00, subject to a step-up to 4.50 to 1.00 at the election of Workday for a certain period

following a Qualified Acquisition (as defined in the Credit Agreement), as more fully described in the Credit Agreement.

The Credit Agreement includes customary events

of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties,

violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change

of control, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations

under the Credit Agreement.

The Administrative Agent and the Lenders, and

certain of their respective affiliates, have provided, and in the future may provide, financial, banking, and related services to Workday.

These parties have received, and in the future may receive, compensation from Workday for these services.

The foregoing summary

and description of the provisions of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and

is incorporated herein by reference.

Item 1.02 – Termination of a Material Definitive Agreement

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 – Financial Statements

and Exhibits

(d) Exhibits

Exhibit Number

Description

10.1

Credit Agreement, dated as of October 1, 2026, among Workday, certain subsidiaries of Workday, Wells Fargo Bank, National Association, Bank of America, N.A., Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., and the other L/C Issuers and Lenders party thereto

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2026

Workday, Inc.

/s/ Richard H. Sauer

Richard

H. Sauer

Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2626731d2_ex10-1.htm · Sequence: 2

Exhibit 10.1

Published CUSIP Number: 97179EAF7

Revolver CUSIP Number: 97179EAG5

CREDIT AGREEMENT

Dated as of October 1, 2026

among

WORKDAY, INC.,

as the Company,

CERTAIN SUBSIDIARIES OF THE COMPANY,

as the Designated Borrowers

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, the Swing Line Lender

and an L/C Issuer,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agents,

and

THE OTHER L/C ISSUERS AND LENDERS PARTY HERETO

Arranged By:

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Letter of Credit Amounts

1.07

Timing of Payment or Performance

1.08

Exchange Rates; Currency Equivalents

1.09

Additional Alternative Currencies

1.10

Change of Currency

1.11

Rates

ARTICLE II COMMITMENTS and Credit Extensions

2.01

Committed Revolving Loans

2.02

Committed Revolving Borrowings; Conversions and Continuations of Committed Revolving Loans

2.03

Letters of Credit

2.04

Swing Line Loans

2.05

Prepayments

2.06

Termination or Reduction of Aggregate Revolving Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate

2.11

Evidence of Debt

2.12

Payments Generally; Administrative Agent’s Clawback

2.13

Sharing of Payments by Lenders

2.14

[Reserved]

2.15

Cash Collateral

2.16

Defaulting Lenders

2.17

Extension of Maturity Date

2.18

Designated Borrowers

2.19

Designated Lenders

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

Survival

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01

Conditions Precedent to Effectiveness and the Initial Credit Extensions

4.02

Conditions to all Credit Extensions

ARTICLE V REPRESENTATIONS AND WARRANTIES

5.01

Existence, Qualification and Power

5.02

Authorization; No Contravention

5.03

Governmental Authorization

5.04

Binding Effect

5.05

Financial Statements; No Material Adverse Effect

5.06

Litigation

5.07

No Default

5.08

Ownership of Property

5.09

Environmental Compliance

5.10

Insurance

5.11

Taxes

5.12

ERISA Compliance

5.13

Margin Regulations; Investment Company Act

5.14

Disclosure

5.15

Compliance with Laws

5.16

Intellectual Property; Licenses, Etc.

5.17

Solvency

5.18

OFAC Representation

5.19

Anti-Corruption Laws

5.20

Affected Financial Institutions

5.21

Covered Entities

5.22

Representations as to Foreign Borrowers

ARTICLE VI AFFIRMATIVE COVENANTS

6.01

Financial Statements

6.02

Certificates; Other Information

6.03

Notices

6.04

Payment of Taxes

6.05

Preservation of Existence, Etc.

6.06

Maintenance of Properties

6.07

Maintenance of Insurance

6.08

Compliance with Laws

6.09

Books and Records

6.10

Inspection Rights

6.11

Use of Proceeds

6.12

Sanctions and Anti-Corruption Laws

ARTICLE VII NEGATIVE COVENANTS

7.01

Liens

7.02

Indebtedness

7.03

Fundamental Changes

7.04

Change in Nature of Business

7.05

[Reserved]

7.06

Use of Proceeds

7.07

Financial Covenant

7.08

Sanctions

7.09

Anti-Corruption Laws

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

ARTICLE IX ADMINISTRATIVE AGENT

9.01

Appointment and Authority

9.02

Rights as a Lender

9.03

Exculpatory Provisions

9.04

Reliance by Administrative Agent

101

9.05

Delegation of Duties

101

9.06

Resignation of Administrative Agent

101

9.07

Non-Reliance on Administrative Agent, the Arrangers and Other Lenders

103

9.08

No Other Duties, Etc.

103

9.09

Administrative Agent May File Proofs of Claim

104

9.10

Collateral Matters

104

9.11

Certain ERISA Matters

104

9.12

Recovery of Erroneous Payments

105

ARTICLE X CONTINUING GUARANTY

106

10.01

Guaranty

106

10.02

Rights of Lenders

106

10.03

Certain Waivers

106

10.04

Obligations Independent

107

10.05

Subrogation

107

10.06

Termination; Reinstatement

107

10.07

Stay of Acceleration

107

10.08

Condition of the Designated Borrowers

107

10.09

Subordination

107

ARTICLE XI MISCELLANEOUS

108

11.01

Amendments, Etc.

108

11.02

Notices; Effectiveness; Electronic Communication

110

11.03

No Waiver; Cumulative Remedies; Enforcement

112

11.04

Expenses; Indemnity; Damage Waiver

113

11.05

Payments Set Aside

115

11.06

Successors and Assigns

115

11.07

Treatment of Certain Information; Confidentiality

121

11.08

Right of Setoff

122

11.09

Interest Rate Limitation

122

11.10

Integration; Effectiveness

123

11.11

Survival of Representations and Warranties

123

11.12

Severability

123

11.13

Replacement of Lenders

123

11.14

Governing Law; Jurisdiction; Etc.

124

11.15

Waiver of Jury Trial

125

11.16

No Advisory or Fiduciary Responsibility

126

11.17

USA PATRIOT Act Notice

126

11.18

Electronic Execution; Electronic Records; Counterparts

126

11.19

Time of the Essence

127

11.20

Entire Agreement

127

11.21

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

128

11.22

Acknowledgement Regarding Any Supported QFCs

128

11.23

Judgment Currency

128

iii

SCHEDULES

1.01 Existing Letters of Credit

2.01 Commitments and Applicable Percentages; L/C Commitments

7.01 Existing Liens

7.02 Existing Indebtedness

11.02 Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of

Loan Notice

Swing Line Loan Notice

Notice of Loan Prepayment

D-1

Revolving Note

D-2

Swing Line Note

Compliance Certificate

U.S. Tax Compliance Certificates

Assignment and Assumption

Designated Borrower Notice

Designated Borrower Request and Assumption Agreement

Letter of Credit Report

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”)

is entered into, as of October 1, 2026, among Workday, Inc., a Delaware corporation (the “Company”), the

Subsidiaries party hereto pursuant to Section 2.18 (each, a “Designated Borrower” and collectively the

“Designated Borrowers”; the Designated Borrowers, together with the Company, each a “Borrower” and

collectively the “Borrowers”), each Lender from time to time party hereto, Wells Fargo Bank, National Association,

as the Administrative Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.

The Company has requested that the Lenders provide

the credit facility set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements

herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS

AND ACCOUNTING TERMS

1.01        Defined

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

“Acquisition”,

by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all

or any substantial portion of the property of, or a line of business or division of, another Person, or (b) at least a majority of

the voting stock of another Person, in each case whether or not involving a merger or consolidation with such other Person.

“Administrative Agent”

means Wells Fargo (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, with respect to any Currency, (a) the Administrative Agent’s address as set forth on Schedule 11.02

with respect to such Currency, or such other address as the Administrative Agent may from time to time notify to the Company and the Lenders

in writing, and (b) the Administrative Agent’s account with respect to such Currency as separately disclosed in writing by

the Administrative Agent to the Company and the Lenders from time to time.

“Administrative Questionnaire”

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

“Adjusted Eurocurrency

Rate” means, as to any Loan denominated in Euros for any Interest Period, a rate per annum determined by the Administrative

Agent pursuant to the following formula:

Adjusted Eurocurrency Rate =

EURIBOR for such Interest Period

1.00-Eurocurrency Reserve Percentage

provided

that, if the Adjusted Eurocurrency Rate shall ever be less than the Floor, then the Adjusted Eurocurrency Rate shall be deemed to be the

Floor for purposes of this Agreement.

“Adjusted Term CORRA”

means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the

Term CORRA Adjustment; provided that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA

shall be deemed to be the Floor for purposes of this Agreement.

“Affected Financial

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

“Affiliate”

means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled

by or is under common Control with the Person specified.

“Aggregate Revolving

Commitments” means, as of any date of determination, the Commitments of all the Lenders as of such date. The aggregate principal

amount of the Aggregate Revolving Commitments in effect on the Closing Date is ONE BILLION FIVE HUNDRED MILLION and No/100 DOLLARS ($1,500,000,000).

“Agreement”

has the meaning specified in the introductory paragraph hereto.

“Agreement Currency”

has the meaning specified in Section 11.23.

“Alternative Currency”

means each of the following currencies: Euros, Sterling, and Canadian Dollars, together with each other currency (other than Dollars)

that is approved in accordance with Section 1.09; provided, that, for each Alternative Currency, such requested

currency is an Eligible Currency.

“Alternative Currency

Daily Rate” means, for any day, with respect to any Committed Revolving Loan:

(a)           denominated

in Sterling, the rate per annum equal to the Daily Simple RFR determined pursuant to the definition thereof; and

(b)           denominated

in any other Alternative Currency (to the extent such Committed Revolving Loan denominated in such currency will bear interest at a daily

rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved

in accordance with Section 1.09, plus the adjustment (if any) determined by the Administrative Agent and the Lenders

pursuant to Section 1.09;

provided, that, if any Alternative

Currency Daily Rate shall be less than the Floor, such rate shall be deemed the Floor for purposes of this Agreement. Any change in an

Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.

“Alternative Currency

Daily Rate Loan” means a Committed Revolving Loan that bears interest at a rate based on the definition of “Alternative

Currency Daily Rate”. All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

“Alternative Currency

Equivalent” means, subject to Section 1.08, for any amount, at the time of determination thereof, with respect to

any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Administrative

Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the

purchase of such Alternative Currency with Dollars.

“Alternative Currency

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

“Alternative Currency

Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $525,000,000, and (b) the amount

of the Aggregate Revolving Commitments as of such date. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate

Revolving Commitments.

“Alternative Currency

Term Rate” means, for any Interest Period, with respect to any Committed Revolving Loan:

(a)           denominated

in Euros, the Adjusted Eurocurrency Rate;

(b)           denominated

in Canadian Dollars, Adjusted Term CORRA; and

in any other Alternative Currency (to the extent such Committed Revolving Loan denominated in such currency will bear interest at a term

rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved

in accordance with Section 1.09, plus the adjustment (if any) determined by the Administrative Agent and the Lenders

pursuant to Section 1.09;

provided, that, if any Alternative

Currency Term Rate shall be less than the Floor, such rate shall be deemed the Floor for purposes of this Agreement.

“Alternative Currency

Term Rate Loan” means a Committed Revolving Loan that bears interest at a rate based on the definition of “Alternative

Currency Term Rate”. All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

“Anniversary Date”

has the meaning specified in Section 2.17(a).

“Applicable Foreign

Borrower Documents” has the meaning specified in Section 5.22(a).

“Applicable Percentage”

means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments

represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16; provided,

that, if the commitment of each Lender to make Committed Revolving Loans and the obligation of each L/C Issuer to make L/C Credit

Extensions has been terminated pursuant to Section 8.02, or if the Aggregate Revolving Commitments have expired or been terminated

pursuant to Section 2.06, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage

of such Lender most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender, after giving

effect to this Agreement, is set forth opposite the name of such Lender on Schedule 2.01, as it may change from time to time in

accordance with the terms hereof.

“Applicable Rate”

means, from time to time:

(a)           subject

to clause (b) below, the following percentages per annum based upon the Consolidated Leverage Ratio as of the end of any fiscal

quarter of the Company for the most recently ended four quarter period as set forth in the most recent Compliance Certificate received

by the Administrative Agent pursuant to Section 6.02(a):

Pricing

Level

Consolidated Leverage

Ratio

Commitment Fee

Term SOFR

Loans/Alternative

Currency

Loans/Letter of

Credit Fee

Base Rate

Loans

< 1.00 to 1.0

0.080%

0.875%

0.000%

> 1.00 to 1.0 but

< 2.00 to 1.0

0.090%

1.000%

0.000%

> 2.00 to 1.0 but

< 3.00 to 1.0

0.110%

1.125%

0.125%

> 3.00 to 1.0 but

< 3.50 to 1.0

0.150%

1.250%

0.250%

> 3.50 to 1.0

0.200%

1.500%

0.500%

; it being understood and agreed that:

(i) any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective

as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a);

provided, that, if a Compliance Certificate is not delivered when due in accordance with Section 6.02(a), then,

upon the request of the Required Lenders, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance

Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date

on which such Compliance Certificate is delivered in accordance with Section 6.02(a), whereupon the Applicable Rate shall

be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate; (ii) the Applicable

Rate in effect from the Closing Date to the first Business Day immediately following the date a Compliance Certificate is delivered pursuant

to Section 6.02(a) for the fiscal quarter ending October 31, 2026 shall be determined based upon Pricing Level 1;

and (iii) notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate pursuant

to this clause (a) for any period shall be subject to the provisions of Section 2.10(b); and

(b)           if

the Company has a Debt Rating from S&P or Moody’s, the Company may, upon written notice to the Administrative Agent, make an

irrevocable one-time election to exclusively use the below table based on the Debt Ratings, and thereafter the Applicable Rate shall be

determined based on the applicable rate per annum set forth in the below table notwithstanding any failure of the Company to maintain

a Debt Rating:

Pricing

Level

Debt Ratings

S&P/Moody’s

Commitment Fee

Term SOFR

Loans/Alternative

Currency

Loans/Letter of

Credit Fee

Base Rate

Loans

> A / A2

0.070%

0.750%

0.000%

A- / A3

0.080%

0.875%

0.000%

BBB+ / Baa1

0.090%

1.000%

0.000%

BBB / Baa2

0.110%

1.125%

0.125%

< BBB- / Baa3

0.150%

1.250%

0.250%

Each change in the Applicable Rate resulting

from a change in the Debt Ratings shall be effective for the period commencing on the effective date of such change and ending on the

date immediately preceding the effective date of the next such change.

“Applicable Time”

means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative

Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely

settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Applicant Borrower”

has the meaning specified in Section 2.18(a).

“Approved Fund”

means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate

of an entity that administers or manages a Lender.

“Arranger”

means each of WFS, BofA Securities, Barclays, and Morgan Stanley, each in its capacities as a joint lead arranger and a joint bookrunner.

“Assignee Group”

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

“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 G or any

other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness”

means, on any date, (a) in respect of any Capitalized Finance Lease of any Person, the capitalized amount thereof that would appear

on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation

of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of

such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Finance Lease, and (c) in

respect of any Securitization Transaction entered into by any Person, the outstanding principal amount of such financing that would appear

on a balance sheet of such Person prepared on such date in accordance with GAAP if the sale or transfer of assets that are subject thereto

were accounted for as a secured loan.

“Audited Financial

Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended January 31,

2026, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year

of the Company and its Subsidiaries, including the notes thereto.

“Auto-Extension Letter

of Credit” has the meaning specified in Section 2.03(b)(ii).

“Availability Period”

means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of

the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each

Lender to make Committed Revolving Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Available Tenor”

means, as of any date of determination and with respect to any then-current Benchmark for any Currency, as applicable, if such Benchmark

is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period

pursuant to this Agreement, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed

from the definition of “Interest Period” pursuant to Section 3.03(c)(iv).

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In Legislation”

means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament

and of the Council of the European Union, the implementing law, 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.

“Barclays”

means Barclays Bank PLC.

“Base Rate”

means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for

a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding

change or changes in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable (provided that clause (c) shall

not be applicable during any period in which Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event

shall the Base Rate be less than 0.00%.

“Base Rate Loan”

means a Committed Revolving Loan that bears interest based on the Base Rate. Base Rate Loans shall only be available to the Domestic Borrowers,

and all Base Rate Loans shall be denominated only in Dollars.

“Benchmark”

means, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated

with respect to, Dollars, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect

to the Term SOFR Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations,

interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced

such prior benchmark rate pursuant to Section 3.03(c)(i), (b) Obligations, interest, fees, commissions or other amounts

denominated in, or calculated with respect to, Canadian Dollars, the Term CORRA Reference Rate; provided that if a Benchmark Transition

Event has occurred with respect to the Term CORRA Reference Rate or then-current Benchmark for Canadian Dollars, then “Benchmark”

means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent

that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(c)(i), (c) Obligations,

interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, the Daily Simple RFR; provided

that if a Benchmark Transition Event has occurred with respect to such Daily Simple RFR or the then-current Benchmark for such Currency,

then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark

Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(c)(i),

and (e) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Euros, EURIBOR; provided

that if a Benchmark Transition Event has occurred with respect to EURIBOR, or the then-current Benchmark for such Currency, then “Benchmark”

means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent

that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(c)(i).

“Benchmark Replacement”

means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate

that has been selected by the Administrative Agent and the Company as the replacement for such Benchmark giving due consideration to (i) any

selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental

Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark

for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment;

provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be

deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the

spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)

that has been selected by the Administrative Agent and the Company giving due consideration to (a) any selection or recommendation

of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention

for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark

with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency at such time.

“Benchmark Replacement

Date” means the earliest to occur of the following events with respect to the then-current Benchmark for any Currency:

(a)           in

the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date

of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark

(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component

thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b)           in

the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or

the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark

(or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or

such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to

the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or,

is such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt,

if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or

(b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current

Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Event” means, with respect to the then-current Benchmark for any Currency, the occurrence of one or more of the following events

with respect to such Benchmark:

(a)           a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof)

or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely;

provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide

such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component

thereof);

(b)           a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, the central bank for the Currency applicable

to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency

or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark

(or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate,

all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such

statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof)

or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term

rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt,

if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark

if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of

such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Start Date” means, with respect to any Benchmark for any Currency, in the case of a Benchmark Transition Event, the earlier

of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication

of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or

publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication,

the date of such statement or publication).

“Benchmark Unavailability

Period” means, with respect to any then-current Benchmark for any Currency, the period (if any) (a) beginning at the time

that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced

such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(c)(i) and (b) ending

at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance

with Section 3.03(c)(i).

“Beneficial Ownership

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

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan”

means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”

as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42)

or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”

or “plan”.

“BHC Act Affiliate”

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

such party.

“Board of Directors”

means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act

on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with

respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or if

not member-managed, the managers thereof or any committee of managing members or managers thereof duly authorized to act on behalf of

such Persons, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“BofA Securities”

means BofA Securities, Inc.

“Borrower”

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

“Borrower Materials”

has the meaning specified in Section 6.02.

“Borrowing”

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

“Business Day”

means any day that (a) is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed and (b) is

not a day on which commercial banks in Charlotte, North Carolina are closed; provided, that for purposes of notice requirements

in Sections 2.02(a) and 2.05(a), in each case, such day is also (i) in the case of any Loan denominated in Dollars,

Canadian Dollars, or Sterling, an RFR Business Day and (ii) in the case of any Loan denominated in Euros, a Eurocurrency Banking

Day.

“Canadian Dollar”

means the lawful curency of Canada.

“Capitalized Finance

Lease” means, with respect to any Person, any lease that has been or is required to be, in accordance with GAAP, recorded, classified

and accounted for as a capitalized lease or finance lease on the balance sheet of such Person.

“Cash Collateralize”

or “Cash Collateralized” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of

one or more of the L/C Issuers, the Swing Line Lender or the Lenders, as collateral for L/C Obligations, the Obligations in respect of

Swing Line Loans or obligations of the Lenders to fund participations in respect of L/C Obligations or Swing Line Loans (as the context

may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from isuers and in

amounts satisfactory to the Administrative Agent and the applicable L/C Issuer and/or (c) if the Administrative Agent and the applicable

L/C Issuers or Swing Line Lender, as applicable, shall agree, in their sole discretion, other credit support, in each case, in Dollars

and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers

or the Swing Line Lender, as applicable.

“Cash Collateral”

has a meaning correlative to the definition of “Cash Collateralize” and includes the proceeds of such cash collateral and

other credit support.

“Change in Law”

means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any applicable Law; (b) any

change in any applicable Law 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 III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted,

issued or implemented.

“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 any employee benefit plan of such person or its subsidiaries, and any

person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act 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 forty percent (40%) or more of the Equity Interests of the Company entitled to vote for members of the Board of Directors of the Company

on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any

option right).

“Closing Date”

means October 1, 2026.

“Code”

means the Internal Revenue Code of 1986.

“Commitment”

means, as to each Lender, its obligation to (a) make Committed Revolving Loans to the Borrowers pursuant to Section 2.01,

(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal

amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in

the Assignment and Assumption or other documentaton 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.

“Commitment Fee”

has the meaning specified in Section 2.09(a).

“Committed Revolving

Borrowing” means a borrowing consisting of simultaneous Committed Revolving Loans of the same Type, in the same currency, and,

in the case of Term SOFR Loans or Alternative Currency Term Rate Loans, having the same Interest Period made by each of the Lenders pursuant

to Section 2.01.

“Committed Revolving

Loan” has the meaning specified in Section 2.01.

“Communication”

means this Agreement, any other Loan Document, and any other document, amendment, approval, consent, information, notice, certificate,

request, statement, disclosure, or authorization related to any Loan Document.

“Company”

has the meanting specified in the introductory paragraph hereto.

“Competitor”

has the meaning specified in the definition of “Disqualified Institution”.

“Compliance Certificate”

means a certificate substantially in the form of Exhibit E.

“Conforming Changes”

means, with respect to the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any

Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”,

the definition of “Business Day,” the definition of “Eurocurrency Banking Day,” the definition of “RFR Business

Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest

period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,

conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.05 and

other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Company, decides may be

appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative

Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion

of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration

of any such rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Company

is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated EBITDA”

means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to: (a) Consolidated Net Income

for such period; plus (b) the following, without duplication, to the extent deducted in calculating such Consolidated Net

Income: (i) Consolidated Interest Charges for such period; (ii) the provision for federal, state, local and foreign income taxes

payable by the Company and its Subsidiaries for such period, including any franchise taxes or other taxes based on income, profits or

capital; (iii) depreciation and amortization expense of the Company and its Subsidiaries for such period (for the avoidance of doubt,

net of amortiation of right-to-use assets with respect to operating leases); (iv) infrequent or unusual losses, charges or expenses

of the Company and its Subsidiaries for such period; (v) any non-cash charges, expenses, or losses of the Company and its Subsidiaries

for such period, including non-cash stock based employee compensation expenses for such period and non-cash expenses, losses or charges

for such period in connection with (A) write-downs of acquired deferred revenue and goodwill impairment losses, (B) unrealized

losses resulting from mark-to-market accounting, and (C) unrealized losses on equity investments; provided, that, if

any such non-cash charge, expense or loss represents an accrual or reserve for a cash expenditure in a future period, then such cash expenditure

in such future period shall be subtracted from Consolidated EBITDA pursuant to clause (c)(iv) below when paid; (vi) any

fees, costs and expenses (including any transaction or retention bonus or similar payment) incurred by the Company and its Subsidiaries

during such period, or any amortization thereof for such period, in connection with any Acquisition, any investment, any recapitalization,

any Disposition, any issuance or repayment of Indebtedness, any issuance of Equity Interests, or any amendment, modification, waiver,

or refinancing relating to any document governing any Indebtedness, in each case, whether or not consummated (and, in the case of any

consummated transaction, including such transactions consummated prior to the Closing Date) and so long as such transaction is permitted

by this Agreement; provided, that, the aggregate amount added back to Consolidated EBITDA pursuant to this clause (b)(vi) for

such period, when taken together with the aggregate amount added back to Consolidated EBITDA pursuant to clause (b)(vii) below

for such period, shall not exceed fifteen percent (15%) of Consolidated EBITDA (calculated prior to giving effect to the add backs permitted

pursuant to this clause (b)(vi) and clause (b)(vii) below) for such period; (vii) restructuring costs, charges

or expenses of the Company and its Subsidiaries for such period, whether or not classified as restructuring costs, charges or expenses

under GAAP (including severance costs, integration costs, restructuring costs related to acquisitions and to closure or consolidation

of facilities or locations, facilities’ opening costs and other business optimization expenses, curtailments or modifications to

pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning

or reconfiguration of fixed assets for alternate use); provided, that, the aggregate amount added back to Consolidated

EBITDA pursuant to this clause (b)(vii) for such period, when taken together with the aggregate amount added back to Consolidated

EBITDA pursuant to clause (b)(vi) above for such period, shall not exceed fifteen percent (15%) of Consolidated EBITDA (calculated

prior to giving effect to the add backs permitted pursuant to this clause (b)(vii) and clause (b)(vi) above) for

such period; (viii) any fees, costs or expenses incurred by the Company and its Subsidiaries for such period in connection with the

entering into of the Loan Documents (and any subsequent amendment or waiver relating thereto), and any Credit Extension to be made on

the Closing Date; (ix) any increases in deferred or unearned revenue or substantially equivalent items of the Company and its Subsidiaries

for such period (net of any increases in deferred costs of the Company and its Subsidiaries for such period, which deferred costs, for

the avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially equivalent

items); (x) any losses of the Company and its Subsidiaries in such period resulting from any Disposition by the Company or such Subsidiary

outside of the ordinary course of business, including any net loss from discontinued operations and any net loss on the Disposition of

discontinued operations; (xi) any losses of the Company and its Subsidiaries in such period resulting from a change in accounting

principles during such period; and (xii) any losses of the Company and its Subsidiaries in such period with respect to foreign exchange

transactions; minus (c) the following, without duplication, to the extent included in calculating such Consolidated Net Income:

(i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period; (ii) infrequent

or unusual gains of the Company and its Subsidiaries for such period; (iii) all non-cash income or gains of the Company and its Subsidiaries

for such period; (iv) all cash payments made by the Company and its Subsidiaries during such period to the extent made on account

of non-cash charges, expenses, or losses added back to Consolidated EBITDA pursuant to clause (b)(v) above in a previous period

(it being understood that this clause (c)(iv) shall not be utilized in reversing any non-cash charges, expenses, or losses

added back to Consolidated EBITDA); (v) all gains of the Company and its Subsidiaries for such period in connection with any Disposition

by the Company or such Subsidiary outside of the ordinary course of business, including any gains from discontinued operations and any

gains on the Disposition of discontinued operations; (vi) any decreases in deferred or unearned revenue of the Company and its Subsidiaries

for such period (net of any decreases in deferred costs of the Company and its Subsidiaries for such period, which deferred costs, for

the avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially equivalent

items); (vii) all gains of the Company and its Subsidiaries in such period resulting from a change in accounting principles during

such period; and (viii) all gains of the Company and its Subsidiaries in such period with respect to foreign exchange transactions.

“Consolidated Funded

Indebtedness” means, as to any Person, as of any date, without duplication, the following, solely to the extent the same would

be included as indebtedness or liabilities of such Person in accordance with GAAP: (a) Indebtedness of such Person of the type described

in clauses (a), (b) (excluding, in the case of clause (b), letters of credit to the extent there is no overdue

reimbursement obligation in respect thereof), (c), (d), and (e) of the definition of “Indebtedness”;

(b) all Guarantees of such Person in respect of any of the Indebtedness referred to in clause (a) of this definition

of another Person; and (c) the Consolidated Funded 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 Consolidated

Funded Indebtedness is expressly made non-recourse to such Person.

“Consolidated Interest

Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest,

premium payments, debt discount, fees, charges and related expenses for such 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, plus (b) the portion of rent expense with respect to such period under Capitalized Finance Leases that is treated as

interest in accordance with GAAP (but not any interest component attributed to fixed rent on operating leases), plus (c) the

implied interest component of Synthetic Lease Obligations with respect to such period which would be treated as interest if such leases

were Capitalized Finance Leases.

“Consolidated Leverage

Ratio” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated

Funded Indebtedness of the Company and its Subsidiaries as of such date, to (b) Consolidated EBITDA for the four consecutive

fiscal quarters of the Company most recently completed on or prior to such date.

“Consolidated Net

Income” means, for any period, the net income (or loss) of the Company and its Subsidiaries on a consolidated basis for such

period as determined in accordance with GAAP.

“Consolidated Total

Assets” means, as of any date of determination, the total assets of the Company and its Subsidiaries on a consolidated basis

in accordance with GAAP as of such date.

“Contractual Obligation”

means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which

such Person is a party or by which it or any of its property is bound.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Covered Entity”

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 11.22.

“Credit Extension”

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

“Currencies”

means Dollars and each Alternative Currency, and “Currency” means any of such Currencies.

“Current Maturity

Date” has the meaning specified in Section 2.17(a).

“Daily Simple RFR”

means, for any day (an “RFR Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions

or other amounts denominated in, or calculated with respect to Sterling, the greater of (i) SONIA for the day (such day, a “Sterling

RFR Determination Day”) that is five (5) RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day,

such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate

Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website; provided that

if by 5:00 p.m. (London time) on the second (2nd) RFR Business Day immediately following any Sterling RFR Determination

Day, SONIA in respect of such Sterling RFR Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark

Replacement Date with respect to the Daily Simple RFR for Sterling has not occurred, then SONIA for such Sterling RFR Determination Day

will be SONIA as published in respect of the first preceding RFR Business Day for which such SONIA was published on the SONIA Administrator’s

Website; provided further that SONIA as determined pursuant to this proviso shall be utilized for purposes of calculation of Daily

Simple RFR for no more than three (3) consecutive RFR Rate Days and (ii) the Floor.

“Daily Simple RFR

Loan” means any Loan that bears interest at a rate based on Daily Simple RFR.

“Debt Rating”

means, as of any date of determination, the rating as determined by S&P or Moody’s of the Company’s non-credit-enhanced,

senior unsecured long-term debt; provided, that, (a) if the Company has two Debt Ratings and the Debt Ratings correspond

to different Pricing Levels, the Applicable Rate shall be determined by reference to the higher Pricing Level unless one of the two Debt

Ratings corresponds to a Pricing Level that is two or more Pricing Levels lower than the other, in which case the Applicable Rate shall

be determined by reference to the Pricing Level next below that of the higher of the two Pricing Levels corresponding to the Debt Ratings

then in effect, (b) if the Company has only one Debt Rating, the Applicable Rate shall be determined by reference to the Pricing

Level corresponding to such Debt Rating, and (c) if the Company does not have any Debt Rating (other than by reason of the circumstances

referred to in the immediately following sentence), the Applicable Rate shall be determined by reference to Pricing Level 5. If the rating

system of Moody’s or S&P shall change, or if such rating agency shall cease to be in the business of rating corporate debt obligations,

the Company and the Lenders shall negotiate in good faith to amend this Agreement to reflect such changed rating system or the unavailability

of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference

to the rating most recently in effect prior to such change or cessation. For purposes of this definition, Pricing Level 1 is the highest

Pricing Level and Pricing Level 5 is the lowest pricing level.

“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 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, subject to Section 2.16(b), 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 Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent

to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other

amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within

two (2) Business Days of the date when due, (b) has notified the Company, the Administrative Agent, any L/C Issuer or the Swing

Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that

effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such

position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with

any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,

within three (3) Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative

Agent and the Company that it will comply with its prospective funding obligations hereunder (provided, that, such Lender

shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by each of the

Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject

of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,

assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including

the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become

the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership

or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long

as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States

or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,

repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that

a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date

of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject

to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination,

which shall be delivered by the Administrative Agent to the Company, each L/C Issuer, the Swing Line Lender and each other Lender promptly

following such determination.

“Designated Borrower”

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

“Designated Borrower

Notice” means the notice substantially in the form of Exhibit H.

“Designated Borrower

Request and Assumption Agreement” means an agreement substantially in the form of Exhibit I.

“Designated Borrower

Requirements” has the meaning specified in Section 2.18(a).

“Designated Jurisdiction”

means any country, region or territory to the extent that such country, region or territory itself is the subject of a Sanction (including,

Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s

Republic, Cuba, Iran and North Korea).

“Designated Lender”

has the meaning specified in Section 2.19.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction)

of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts

receivable or any rights and claims associated therewith.

“Disqualified Institution”

means, as of any date of determination, (a) any Person that is a competitor of the Company or any of its Subsidiaries that has been

identified by legal name in writing prior to such date (i) to WFS, if such identification is made prior to the Closing Date, or (ii) to

the Administrative Agent, if such identification is made on or after the Closing Date (any such Person, a “Competitor”),

or (b) any Affiliate of any Competitor that (i) has been identified by legal name in writing prior to such date (A) to

WFS, if such identification is made prior to the Closing Date, or (B) to the Administrative Agent, if such identification is made

on or after the Closing Date, or (ii) is obviously (based solely on the similarity of the legal name of such Affiliate to the name

of the Competitor) an Affiliate of such Competitor; provided, that, (i) the foregoing shall not apply retroactively

to disqualify any Person that previously acquired an assignment of, or participation in, any Commitment or Loans to the extent such Person

was not a Disqualified Institution at the time of such assignment or participation, as applicable, and (ii) the Disqualified Institutions

shall not include any bona fide fixed income investor or debt fund that is primarily engaged in, or advises funds or other investment

vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions

of credit or securities in the ordinary course of its business and whose managers are not involved with the equity investment decisions

of any other Person described in clause (a) or clause (b) above.

“Disqualifying Event”

has the meaning specified in the definition of “Eligible Currency”.

“Dollar”

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

“Dollar Equivalent”

means, subject to Section 1.08, for any amount, at the time of determination thereof, (a) if such amount is expressed

in Dollars, such amount and (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars

as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative

Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Domestic Borrower”

means (a) the Company, and (b) any other Borrower that is organized under the laws of the United States, any state thereof or

the District of Columbia.

“DQ List”

has the meaning specified in Section 11.06(g)(iv).

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of

an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in

clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary

of an institution described in clause (a) or clause (b) of this definition and is subject to consolidated supervision

with its parent.

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”

means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy”

has the meaning specified in Section 11.18.

“Electronic Record”

has the meanings assigned to it by 15 USC §7006.

“Electronic Signature”

has the meanings assigned to it by 15 USC §7006.

“Eligible Assignee”

means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iv), (v) and (vi) (subject

to such consents, if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution

is subject to Section 11.06(g).

“Eligible Currency”

means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international

interbank market available to the Lenders or the appliable L/C Issuer, as applicable, in such market and as to which a Dollar Equivalent

may be readily calculated. If, after the Closing Date, with respect to any Alternative Currency as of the Closing Date (or, if applicable,

after the designation by the Lenders or the applicable L/C Issuer, as applicable, of any currency as an Alternative Currency), any change

in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions

are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Lenders (in the case of any Committed

Revolving Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be

denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible

into Dollars, (b) a Dollar Equivalent with respect to such currency no longer being readily calculable, (c) the provision of

such currency being impracticable for the Lenders or the applicable L/C Issuer, as applicable, or (d) such currency being a currency

in which the Lenders or the applicable L/C Issuer, as applicable, are no longer willing to make Credit Extensions (the events described

in each of clauses (a), (b), (c) and (d) above, a “Disqualifying Event”), then

the Administrative Agent shall promptly notify the Lenders and the Company of such Disqualifying Event, and such currency shall no longer

be an Alternative Currency until such time as the Disqualifying Event(s) with respect to such currency no longer exist. Within five

(5) Business Days after receipt of such notice from the Administrative Agent, the Company shall (or shall cause the applicable Designated

Borrower to) repay all Committed Revolving Loans in such currency to which the Disqualifying Event applies, or convert such Committed

Revolving Loans into the Dollar Equivalent of Committed Revolving Loans in Dollars, subject to the other terms contained herein.

“Environmental Laws”

means any and all Federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions,

grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the

release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges

to waste or public systems.

“Environmental Liability”

means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the

Company or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the

generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous

Materials, (d) the release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual

arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”

means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all

of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership

or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or

such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests

therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on

any date of determination.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or

Code).

“ERISA Event”

means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any 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 any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that

a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as

a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan;

(f) the determination that any Pension Plan is considered an at-risk plan or a notification that a Multiemployer Plan is endangered

or in 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 any 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.

“EURIBOR”

means the greater of (a) the rate of interest per annum equal to the Euro Interbank Offered Rate (“EURIBOR”) as

administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent,

for a period comparable to the applicable Interest Period, at approximately 11:00 a.m. (Brussels time) on the applicable Rate Determination

Date and (b) the Floor.

“Euro”

means the single currency of the Participating Member States.

“Eurocurrency Banking

Day” means, for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros,

a TARGET Day.

“Eurocurrency Rate

Loan” means any Loan bearing interest at a rate based on the Adjusted Eurocurrency Rate.

“Eurocurrency Reserve

Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the FRB for determining the

maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar

category of liabilities for a member bank of the Federal Reserve System in New York City or any other reserve ratio 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. The Adjusted Eurocurrency Rate for each outstanding Loan shall be adjusted automatically as of the effective date of any change

in the Eurocurrency Reserve Percentage.

“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 Company under

Section 11.13), or (ii) such Lender changes its Lending Office, except in each case to the extent that pursuant to Section 3.01(a)(ii),

Section 3.01(a)(iii) or Section 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes

attributable to such Recipient’s failure to comply with Section 3.01(e), and (d) any U.S. federal withholding taxes

imposed under FATCA.

“Existing Credit

Agreement” means that certain Credit Agreement, dated as of April 6, 2022, by and among the Company, the lenders party

thereto, Bank of America, in its capacities as the administrative agent, a letter of credit issuer, and the swing line lender, and the

other letter of credit issuers party thereto.

“Existing Letters

of Credit” means those certain letters of credit set forth on Schedule 1.01.

“Extending Lender”

has the meaning specified in Section 2.17(d).

“FATCA”

means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable

and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements

entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with

the implementation of such sections of the Code.

“Federal Funds Rate”

means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members

of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided

that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of

the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing

selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than the Floor, such rate

shall be deemed to be the Floor for purposes of this Agreement.

“Fee Letter”

means each of (a) the Wells Fargo Fee Letter and (b) the Joint Fee Letter.

“Floor”

means a rate of interest equal to 0.00% per annum.

“Foreign Borrower”

means any Borrower that is organized under the laws of a jurisdiction other than the United States, a state thereof or the District of

Columbia.

“Foreign Lender”

means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if such

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 such Borrower

is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall

be deemed to constitute a single jurisdiction.

“FRB” means

the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure”

means, at any time there is a Defaulting Lender, (a) with respect to each L/C Issuer, such Defaulting Lender’s Applicable Percentage

of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer, other than any such L/C Obligations as

to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance

with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing

Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other

Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund”

means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial

loans and similar extensions of credit in the ordinary course of its activities.

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board, 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 the Financial Conduct Authority, the

Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee”

means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing

any Indebtedness of the kind described in 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, (a) to

purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (b) 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, (c) to maintain working capital, equity capital or any other

financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other

obligation, or (d) 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); provided,

that, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 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.

“Guaranteed Obligations”

has the meaning specified in Section 10.01.

“Guaranty”

means the Guarantee made by the Company under Article X.

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum

or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“HMT” has

the meaning specified in the definition of “Sanction(s).”

“Illegality Notice”

has the meaning specified in Section 3.02.

“Indebtedness”

means, as to any Person, as of any date, without duplication, all of the following: (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, in each

case, solely to the extent the same would be included as indebtedness or liabilities of such Person in accordance with GAAP; (b) the

face amount of any letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and

similar instruments of such Person; (c) all obligations of such Person to pay the deferred purchase price of property or services,

in each case, solely to the extent the same would be included as indebtedness or liabilities of such Person in accordance with GAAP, other

than (i) trade accounts payable in the ordinary course of business, (ii) indebtedness of such Person in respect of operating

leases, (iii) deferred revenue, (iv) accrued expenses and deferred taxes incurred by such Person and paid in the ordinary course

of business (unless such accrued expenses or deferred taxes would be included as indebtedness or liabilities of such Person in accordance

with GAAP), and (v) any earn-out obligation or purchase price adjustment of such Person so long as no payment is owed thereunder

and more than 30 days’ past due; (d) obligations (excluding prepaid interest thereon) secured by a Lien (other than a Lien

for taxes not yet due and payable) 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

(with the amount of such indebtedness to be deemed equal to the lesser of (i) the aggregate unpaid amount of such indebtedness, and

(ii) the fair market value of the property encumbered thereby as determined by such Person in good faith); (e) Attributable

Indebtedness of such Person; (f) all obligations of such Person to mandatorily purchase, redeem, retire, defease or otherwise make

any payment in respect of any preferred Equity Interest in such Person or any other Person, in each case on or prior to the date that

is ninety-one (91) days following the then-latest Maturity Date; (g) the Swap Termination Value of any Swap Contract entered into

by such Person; (h) all Guarantees of such Person in respect of any of the foregoing; and (i) the Indebtedness of any partnership

or joint venture (other than a joint venture that is itself a corporation, limited liability company or limited liability partnership)

in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Taxes”

means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of

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

“Indemnitee”

has the meaning specified in Section 11.04(b).

“Information”

has the meaning specified in Section 11.07.

“Interest Payment

Date” means: (a) as to any Term SOFR Loan or any Alternative Currency Term Rate Loan, the last day of each Interest Period

applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for such 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 Alternative Currency Daily Rate Loan, any Base Rate Loan or any Swing Line Loan, the last Business Day of

each April, July, October and January and the Maturity Date.

“Interest Period”

means, as to any Alternative Currency Term Rate Loan or Term SOFR Loan, the period commencing on the date such Loan is disbursed or converted

to or continued as an Alternative Currency Term Rate Loan or Term SOFR Loan, as applicable, and ending on the date one (1), three (3) or

(except with respect to any Term CORRA Loan) six (6) months thereafter, in each case as selected by the applicable Borrower in its

Loan Notice and subject to availability; provided that:

(a)           the

Interest Period shall commence on the date of advance of or conversion to any Alternative Currency Term Rate Loan or Term SOFR Loan, as

applicable, and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on

which the immediately preceding Interest Period expires;

(b)           if

any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding

Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the

month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business

Day;

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 relevant calendar month at the

end of such Interest Period;

(d)           no

Interest Period shall extend beyond the Maturity Date; and

(e)           no

tenor that has been removed from this definition pursuant to Section 3.03(c)(iv) shall be available for specification

in any Loan Notice.

“IRS” means

the United States Internal Revenue Service.

“ISP” means

the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as

may be in effect at the time of the applicable L/C Credit Extension).

“Issuer Documents”

means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered

into by an L/C Issuer and the Company (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Joint Fee Letter”

means the fee letter agreement, dated September 14, 2026, among the Company, Wells Fargo, WFS, Bank of America, BofA Securities,

Barclays, and Morgan Stanley.

“Judgment Currency”

has the meaning specified in Section 11.23.

“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, in each case whether or not having

the force of law.

“L/C Commitment”

means, with respect to each L/C Issuer, such L/C Issuer’s commitment to issue Letters of Credit hereunder. The initial amount of

each L/C Issuer’s L/C Commitment is set forth on Schedule 2.01. The L/C Commitment of an L/C Issuer may be modified from

time to time by agreement between such L/C Issuer and the Company, and notified to the Administrative Agent.

“L/C Credit Extension”

means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount

thereof.

“L/C Disbursement”

means a payment made by an L/C Issuer pursuant to a Letter of Credit.

“L/C

Issuer” means each of Wells Fargo, Bank of America, Barclays, and Morgan Stanley Bank N.A., in each case in its capacity as issuer

of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion,

arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C

Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to

the “L/C Issuer” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant

L/C Issuer with respect thereto.

“L/C Obligations”

means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit, plus

the aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the

amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if

on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the

operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining

available to be drawn.

“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 permitted assigns and, unless the context requires otherwise, includes the

Swing Line Lender. The term “Lender” shall include any Designated Lender who has funded any Credit Extension.

“Lender Party”

means each of each Lender, each L/C Issuer and the Swing Line Lender.

“Lending Office”

means, as to the Administrative Agent, any L/C Issuer 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 Company and the Administrative

Agent in writing, which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“Letter of Credit”

means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit. Letters of Credit may be issued

in Dollars or in an Alternative Currency.

“Letter of Credit

Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to

time in use by the applicable L/C Issuer.

“Letter of Credit

Expiration Date” means the date that is seven (7) Business Days prior to the Maturity Date.

“Letter of Credit

Fee” has the meaning specified in Section 2.03(l).

“Letter of Credit

Report” means a certificate substantially the form of Exhibit J or any other form approved by the Administrative

Agent.

“Letter of Credit

Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $75,000,000, and (b) the amount

of the Aggregate Revolving Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate

Revolving Commitments.

“Leverage Increase

Period” has the meaning specified in Section 7.07.

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement, in each case, in the nature of a security interest of any kind or nature

whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title

to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

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

Line Loan.

“Loan Documents”

means this Agreement, each Note, each Issuer Document, each Fee Letter, any agreement creating or perfecting rights in Cash Collateral

pursuant to the provisions of this Agreement, each Designated Borrower Request and Assumption Agreement and each other document, instrument

or agreement designated in writing by the Company and the Administrative Agent as a “Loan Document” (in each case, including

all exhibits and schedules thereto).

“Loan Notice”

means a notice of (a) a Committed Revolving Borrowing, (b) a conversion of Term SOFR Loans to Base Rate Loans, (c) a conversion

of Base Rate Loans to Term SOFR Loans, or (d) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable,

in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other

form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as

shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Mandatory Cost”

means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges imposed

on lenders generally in the jurisdiction in which such Lender is domiciled, is subject to regulation by any Governmental Authority, or

has its Lending Office.

“Master Agreement”

has the meaning specified in the definition of “Swap Contract”.

“Material Adverse

Effect” means a material adverse effect on (a) the business, assets, results of operations or financial condition of the

Company and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under any Loan

Document, or of the ability of any Borrower to perform its payment obligations under any Loan Document to which it is a party, or (c) the

legality, validity, binding effect or enforceability against any Borrower of any Loan Document to which it is a party.

“Material Subsidiary”

means, as of any date of determination, any Subsidiary that has, as of the last day of the four consecutive fiscal quarters of the Company

most recently completed on or prior to such date for which financial statements have been delivered by the Company pursuant to Section 6.01(a) or

Section 6.01(b) (or, in the case of any such determination to be made prior to the delivery of financial statements for

the fiscal quarter of the Company ended October 31, 2026, determined as of the last day of the four consecutive fiscal quarters of

the Company ended July 31, 2026), total assets in excess of five percent (5%) of the Consolidated Total Assets as of the last day

of the four consecutive fiscal quarters of the Company most recently completed on or prior to such date for which financial statements

have been delivered by the Company pursuant to Section 6.01(a) or Section 6.01(b) (or, in the case of

any such determination to be made prior to the delivery of financial statements for the fiscal quarter of the Company ended October 31,

2026, with reference to the Audited Financial Statements). It is understood that any Designated Borrower shall automatically constitute

a Material Subsidiary for purposes of this Agreement and the other Loan Documents.

“Maturity Date”

means October 1, 2031; provided, that, if such date is not a Business Day, the Maturity Date shall be the next preceding

Business Day.

“Maximum Rate”

has the meaning specified in Section 11.09.

“Minimum Collateral

Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount

equal to (i) one hundred two percent (102%) of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued

in Dollars and outstanding at such time and (ii) one hundred five percent (105%) of the Fronting Exposure of the L/C Issuers with

respect to Letters of Credit issued in Alternative Currencies and outstanding at such time, and (b) otherwise, an amount determined

by the Administrative Agent and the L/C Issuers in their sole discretion.

“Moody’s”

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

“Morgan Stanley”

means Morgan Stanley Senior Funding, Inc.

“Multiemployer Plan”

means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any 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

(but, in the case of such a plan to which any Borrower or any ERISA Affiliate no longer makes or is obligated to make contributions, only

if such Borrower has any outstanding liability (including contingent liability, on account of an ERISA Affiliate or otherwise)).

“Multiple Employer

Plan” means a Plan which has two or more contributing sponsors (including any 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 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.

“Non-Extending Lender”

has the meaning specified in Section 2.17(b).

“Non-Extension Notice

Date” has the meaning specified in Section 2.03(b)(ii).

“Non-Reimbursement

Notice” has the meaning specified in Section 2.03(f).

“Note”

means a Revolving Note or a Swing Line Note, as applicable.

“Notice Date”

has the meaning specified in Section 2.17(b).

“Notice of Loan Prepayment”

means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit C or such other form

as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall

be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company and its Subsidiaries arising under any

Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),

absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the

commencement by or against any Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,

regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC”

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

“Organization Documents”

means: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable

constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate

or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any

non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership,

joint venture or other applicable agreement of formation or organization (or equivalent or comparable constitutive documents with respect

to any non-U.S. jurisdiction); and (d) with respect to any entity, 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.

“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 solely from such Recipient having executed, delivered, become a

party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other

transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”

means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made

under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest

under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount”

means (a) with respect to Committed Revolving Loans and Swing Line Loans on any date, the Dollar Equivalent amount of aggregate outstanding

principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Revolving Loans and Swing Line

Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent

amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring

on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements

by the Company of Unreimbursed Amounts.

“Overnight Rate”

means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an

overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance

with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency,

an overnight rate determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with banking

industry rules on interbank compensation.

“Participant”

has the meaning specified in Section 11.06(d).

“Participant Register”

has the meaning specified in Section 11.06(d).

“Participating Member

State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance

with legislation of the European Union relating to Economic and Monetary Union.

“PATRIOT Act”

has the meaning specified in Section 11.17.

“PBGC”

means the Pension Benefit Guaranty Corporation or any successor thereto.

“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 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, but excluding a Multiemployer Plan) that is maintained or

is contributed to by any 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 Refinancing”

means, with respect to any Indebtedness of any Person, any modification, refinancing, refunding, renewal or extension of such Indebtedness;

provided, that, the principal amount thereof does not exceed the sum of (a) the outstanding principal amount of the

Indebtedness so modified, refinanced, refunded, renewed or extended, plus (b) prepayment premiums paid by such Person, and

reasonable and customary fees and expenses incurred by such Person, in connection with such modification, refinancing, refunding, renewal

or extension.

“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, but excluding any Multiemployer

Plan), maintained by any Borrower for employees of such Borrower or any such Plan to which such Borrower is required to contribute on

behalf of any of its employees.

“Plan of Reorganization”

has the meaning specified in Section 11.06(g)(iii).

“Platform”

has the meaning specified in Section 6.02.

“Pricing Level”

means the appicable “Pricing Level” set forth in the grid in the definition of “Applicable Rate”.

“Prime Rate”

means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate.

Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties

hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not

necessarily be its lowest or best rate charged to its customers or other banks.

“Priority Indebtedness”

means (a) unsecured Indebtedness of any Subsidiary, and (b) Indebtedness of the Company or any Subsidiary secured by any Lien.

“Pro Forma Basis”

means, that in the calculation of (a) any financial ratio or test hereunder, or (b) the financial covenant set forth in Section 7.07,

in connection with any transaction described in Section 1.03(d) (including the incurrence of any Indebtedness in connection

therewith), such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding

the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or

Section 6.01(b). In connection with the foregoing, (i) with respect to any Disposition, (A) income statement and

cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded, and (B) Indebtedness

which is retired or repaid shall be excluded and deemed to have been retired as of the first day of the applicable period, (ii) with

respect to any Acquisition, (A) income statement and cash flow statement items attributable to the Person or property acquired shall

be included to the extent (1) such items are not otherwise included in such income statement and cash flow statement items for the

Company and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01, and

(2) such items are supported by financial statements or other information reasonably relied upon by the Company (it being understood

and agreed that to the extent such financial statements or other information reasonably relied upon by the Company are not available with

respect to any Acquisition, the items described in this clause (ii)(A) shall not be included for such Acquisition), and (B) any

Indebtedness incurred or assumed by the Company or any Subsidiary (including the Person or property acquired) in connection with such

transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (1) shall

be deemed to have been incurred as of the first day of the applicable period, and (2) if such Indebtedness has a floating or formula

rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate

which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, and (iii) with respect

to the incurrence of any Indebtedness, (A) such Indebtedness shall be deemed to have been incurred as of the first day of the applicable

period, and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period

for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at

the relevant date of determination.

“PTE” means

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

“Public Lender”

has the meaning specified in Section 6.02.

“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 11.22.

“Qualified Acquisition”

means an Acquisition (or series of related Acquisitions consummated in any six (6)-month period) that is designated by the Company to

the Administrative Agent as a “Qualified Acquisition” hereunder and for which the aggregate consideration is at least $250,000,000,

but only to the extent the sum of (a) the amount of such consideration funded with the proceeds of Consolidated Funded Indebtedness

of the Company and its Subsidiaries, plus (b) the amount of such consideration constituting Consolidated Funded Indebtedness

that is assumed by the Company and its Subsidiaries in connection therewith, exceeds $250,000,000; provided, that, for any

Acquisition or series of Acquisitions to qualify as a “Qualified Acquisition,” the Administrative Agent shall have received,

prior to, or concurrently with, the consummation of such Acquisition or series of Acquisitions, a certificate from a Responsible Officer

of the Company certifying that such Acquisition or series of Acquisitions meet the criteria set forth in this definition and notifying

the Administrative Agent that the Company has elected to treat such Acquisition or series of Acquisitions as a “Qualified Acquisition.”

“Rate Determination

Date” means, with respect to any Interest Period, two (2) Eurocurrency Banking Days prior to the commencement of such Interest

Period (or such other day as is generally treated as the rate fixing day by market practice in the applicable interbank market, as determined

by the Administrative Agent; provided, that, to the extent such market practice is not administratively feasible for the Administrative

Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Recipient”

means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation

of any Borrower hereunder.

“Register”

has the meaning specified in Section 11.06(c).

“Related Indemnified

Party” of an Indemnitee means (a) any Controlling Person or Controlled Affiliate of such Indemnitee, (b) the respective

directors, officers or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, and (c) the respective

agents of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (c), acting on

behalf of, or at the express instructions of, such Indemnitee, Controlling Person or such Controlled Affiliate; provided, that,

each reference to a Controlling Person, Controlled Affiliate, director, officer or employee in this definition pertains to a Controlling

Person, Controlled Affiliate, director, officer or employee involved in the negotiation of the Loan Documents or the syndication of the

credit facility provided for herein.

“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.

“Relevant Governmental

Body” means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other

amounts denominated in, or calculated with respect to, Dollars, the FRB or the Federal Reserve Bank of New York, or a committee officially

endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark

Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any

Alternative Currency, (i) the central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts

are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such

Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (ii) any working group or committee officially

endorsed or convened by (A) the central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts

are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either

(1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement, (C) a group of those central banks

or other supervisors or (D) the Financial Stability Board or any part thereof.

“Removal Effective

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

“Reportable Event”

means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period

has been waived.

“Request for Credit

Extension” means (a) with respect to a Committed Revolving Borrowing, or a conversion or continuation of Committed Revolving

Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a

Swing Line Borrowing, a Swing Line Loan Notice.

“Required Lenders”

means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50)% of the Total Credit Exposures of

all Lenders at such time. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any

time; provided, that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting

Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that

is the Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.

“Rescindable Amount”

has the meaning specified in Section 2.12(b)(ii).

“Resignation Effective

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

“Resolution Authority”

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

“Responsible Officer”

means, with respect to any Borrower, (a) the chief executive officer, president, co-president, chief financial officer (or principal

financial officer with similar responsibilities), treasurer, assistant treasurer, controller, general counsel or secretary of such Borrower,

(b) solely for purposes of the delivery of secretary and/or incumbency certificates, the secretary or any assistant secretary of

such Borrower, and (c) solely for purposes of notices given pursuant to Article II, (i) any other officer or employee

of such Borrower so designated by any Responsible Officer of such Borrower identified in clause (a) or clause (b) above

in a notice to the Administrative Agent, or (ii) any other officer or employee of such Borrower designated by such Borrower pursuant

to an agreement between such Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer

of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the

part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower. To the extent

requested by the Administrative Agent, each Responsible Officer of each Borrower will provide an incumbency certificate in form and substance

reasonably satisfactory to the Administrative Agent.

“Revaluation Date”

means, subject to Section 1.08:

(a)            with

respect to any Committed Revolving Loan denominated in an Alternative Currency, each of the following: (i) the date of the borrowing

of such Committed Revolving Loan (including any borrowing or deemed borrowing in respect of any unreimbursed portion of any payment by

the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency) but only as to the amounts so borrowed on

such date, (ii) each date of a continuation of such Committed Revolving Loan pursuant to the terms of this Agreement, but only as

to the amounts so continued on such date, and (iii) such additional dates as the Administrative Agent shall determine, and

(b)           with

respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) each date of issuance of such

Letter of Credit, but only as to the stated amount of the Letter of Credit so issued on such date; (ii) in the case of all Existing

Letters of Credit denominated in Alternative Currencies, the Closing Date, but only as to such Existing Letters of Credit; and (iii) such

additional dates as the Administrative Agent shall determine.

“Revolving Credit

Exposure” means, as to any Lender at any time, the aggregate principal amount of such Lender’s outstanding Committed Revolving

Loans at such time, plus such Lender’s participation in L/C Obligatons at such time, plus such Lender’s participation

in Swing Line Loans at such time.

“Revolving Note”

means a promissory note made by the Borrowers in favor of a Lender evidencing Committed Revolving Loans made by such Lender, substantially

in the form of Exhibit D-1.

“RFR Business Day”

means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars,

any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets

Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United

States government securities, (b) Canadian Dollars, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day

on which banks are closed for general business in Toronto, and (c) Sterling, any day except for (i) a Saturday, (ii) a

Sunday or (iii) a day on which banks are closed for general business in London.

“RFR Rate Day”

has the meaning assigned thereto in the definition of “Daily Simple RFR”.

“S&P”

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

“Sale and Leaseback

Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer

any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other

property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Same Day Funds”

means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements

and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the applicable L/C

Issuser, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions

in the relevant Alternative Currency.

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the

European Union, any European Union member state, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Scheduled Unavailability

Date” has the meaning specified in Section 3.03(d).

“SEC” means

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

“Securitization Transaction”

means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant

to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts,

payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate

of such Person.

“SOFR”

means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”

means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent”

and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value

of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the

present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability

of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it

will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person

is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property

would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations

and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed

as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that would reasonably

be expected to become an actual or matured liability.

“SONIA”

means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.

“SONIA Administrator”

means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s

Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for

the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Special Notice Currency”

means, at any time, any Alternative Currency other than the currency of a country that is a member of the Organization for Economic Cooperation

and Development at such time located in North America or Europe.

“Spot Rate”

means, subject to Section 1.08, for a Currency, the rate provided (either by publication or otherwise provided or made available

to the Administrative Agent) by Thomson Reuters Corp. (or equivalent service chosen by the Administrative Agent in its reasonable discretion)

as the spot rate for the purchase of such Currency with another currency at a time selected by the Administrative Agent in accordance

with the procedures generally used by the Administrative Agent for syndicated credit facilities in which it acts as administrative agent.

“Sterling”

means the lawful currency of the United Kingdom.

“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 securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or

the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary

or Subsidiaries of the Company (whether direct or indirect).

“Supported QFC”

has the meaning specified in Section 11.22.

“Swap Contract”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,

commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options

or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,

cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency

options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter

into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and

all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form

of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master

Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap Termination

Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out

and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date

referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined

based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which

may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing”

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

“Swing Line Lender”

means Wells Fargo in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan”

has the meaning specified in Section 2.04(a).

“Swing Line Loan

Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the

form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform

or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible

Officer of the Company.

“Swing Line Note”

means a promissory note made by the Company in favor of the Swing Line Lender evidencing Swing Line Loans made by the Swing Line Lender,

substantially in the form of Exhibit D-2.

“Swing Line Sublimit”

means, as of any date of determination, an amount equal to the lesser of (a) $75,000,000, and (b) the amount of the Aggregate

Revolving Commitments as of such date. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Synthetic Lease

Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention

lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of

such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without

regard to accounting treatment).

“T2” means

the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day”

means any day on which T2 is open for the settlement of payments in Euros.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term CORRA”

means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest

Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) RFR Business Days prior

to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however,

that if as of 5:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Date the Term CORRA Reference Rate for the applicable

tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference

Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator

on the first preceding RFR Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator

so long as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Periodic Term CORRA Determination

Date; provided, further, that if Term CORRA determined as provided above shall ever be less than the Floor, then Term CORRA shall be deemed

to be the Floor.

“Term CORRA Adjustment”

means, with respect to any Term CORRA Loan, a percentage per annum as set forth below for the applicable Interest Period therefor:

Interest Period

Percentage

One month

0.29547%

Three months

0.32138%

“Term CORRA Administrator”

means CanDeal Benchmark Administration Services Inc. (“CanDeal”) or, in the reasonable discretion of the Administrative Agent,

TSX Inc. or an affiliate of TSX Inc. as the publication source of the CanDeal/TMX Term CORRA benchmark that is administered by CanDeal

(or a successor administrator of the Term CORRA Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term CORRA Loan”

means a Loan that bears interest at a rate based on Adjusted Term CORRA.

“Term CORRA Reference

Rate” means the forward-looking term rate based on CORRA.

“Term SOFR”

means,

(a)            for

any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period

on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) RFR Business Days prior to the

first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if

as of 5:00 p.m. (Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor

has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has

not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding RFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long

as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Periodic Term SOFR Determination

Day, and

(b)           for

any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,

the “Base Rate Term SOFR Determination Day”) that is two (2) RFR Business Days prior to such day, as such rate

is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Base

Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator

and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference

Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference

Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding RFR Business Day is not more than three

(3) RFR Business Days prior to such Base Rate SOFR Determination Day;

provided, further, that if Term SOFR

determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than

the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator”

means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative

Agent in its reasonable discretion).

“Term SOFR Loan”

means a Committed Revolving Loan that is denominated in Dollars and that bears interest at a rate based on clause (a) of the

definition of “Term SOFR.”

“Term SOFR Reference

Rate” means the forward-looking term rate based on SOFR.

“Termination Date”

means the date on which (a) the Aggregate Revolving Commitments have expired or terminated, (b) all Loans and Obligations (other

than contingent indemnification obligations for which no claim or demand has been made) have been paid in full, and (c) all Letters

of Credit have expired or have been terminated (or have been Cash Collateralized or back-stopped by a letter of credit or otherwise in

a manner reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer).

“Threshold Amount”

means $250,000,000.

“Total Credit Exposure”

means, as to any Lender at any time, the unused Commitment of such Lender at such time, plus the Revolving Credit Exposure of such

Lender at such time.

“Total Revolving

Outstandings” means, as of any date of determination, an amount equal to (a) the aggregate Outstanding Amount of all Committed

Revolving Loans at such time, plus (b) the aggregate Outstanding Amount of all Swing Line Loans at such time, plus

“Trade Date”

has the meaning specified in Section 11.06(g)(i).

“Type”

means, with respect to a Committed Revolving Loan, its character as a Base Rate Loan, a Term SOFR Loan, an Alternative Currency Daily

Rate Loan, or an Alternative Currency Term Rate Loan.

“UCC” means

the Uniform Commercial Code as in effect from time to time in the State of New York.

“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.

“UK Resolution Authority”

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

“Unadjusted Benchmark

Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States”

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

“Unreimbursed Amount”

has the meaning specified in Section 2.03(f).

“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 Resolution

Regimes” has the meaning specified in Section 11.22.

“U.S. Tax Compliance

Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Wells Fargo”

means Wells Fargo Bank, National Association.

“Wells Fargo Fee

Letter” means the fee letter agreement, dated September 14, 2026, among the Company, Wells Fargo and WFS.

“WFS” means

Wells Fargo Securities, LLC.

“Withholding Agent”

means each 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 any Organization Document) shall be

construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented

or otherwise modified or extended, replaced or refinanced, including by way of any supplement or joinder agreement (subject to any restrictions

on such amendments, restatements, amendments and restatements, supplements, modifications, extensions, replacements or refinancings 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 permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,”

and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not

to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be

construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any

reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law

and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, restated, amended

and restated, modified or supplemented from time to time, (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 and (vii) definitions given in singular form shall, when used in their plural form,

mean a collective reference to each such person, place or thing and definitions given in plural form shall, when used in their singular

form, mean an (or the applicable) individual person place or thing among the group of persons, places or things defined. 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.

(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.”

herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this

Agreement or any other Loan Document.

(d)           Any

reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed

to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or

the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or

transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute

a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like

term shall also constitute such a Person).

(e)            For

all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event

under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right,

obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent

Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date

of its existence by the holders of its Equity Interests at such time.

1.03        Accounting

Terms.

(a)            Generally.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including

financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity

with, GAAP, as in effect from time to time, except as otherwise specifically prescribed herein. Notwithstanding any other provision contained

herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred

to herein shall be made without giving effect to any election under Accounting Standards Codification 825 (or any other Financial Accounting

Standard or Accounting Standards Codification having a similar result or effect) to value any Indebtedness or other liabilities of the

Company or any Subsidiary at “fair value,” as defined therein.

(b)           Changes

in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan

Document, and either the Company or the Required Lenders shall so request, the Administrative Agent and the Company shall negotiate in

good faith to amend such ratio or requirement (without the payment of any amendment or similar fee) to preserve the original intent thereof

in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such

ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (ii) the Company shall

provide to the Administrative Agent (for distribution to 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.

of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries or to

the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case,

be deemed to include each material variable interest entity that the Company is required to consolidate pursuant to FASB Accounting Standards

Codification 810 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such

variable interest entity were a Subsidiary as defined herein.

(d)           Calculations.

Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of financial ratios and tests or the financial

covenant in Section 7.07 (including for purposes of determining the Applicable Rate) for any period shall be made on a Pro

Forma Basis with respect to (i) any Disposition of all of the Equity Interests of, or all or substantially all of the assets of,

a Subsidiary, occurring during such period, (ii) any Disposition of a line of business or division of the Company or any Subsidiary

occurring during such period, (iii) any Acquisition consummated in such period, and (iv) the incurrence of any Indebtedness

in such period.

1.04        Rounding.

Any financial ratios required to be maintained by the Company 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. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,

as applicable).

1.06        Letter

of Credit Amounts, etc. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to

be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, that, with respect

to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases

in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount

of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Each Existing Letter of Credit shall, upon the effectiveness of this Agreement, be deemed issued and outstanding hereunder, and shall

be rolled into and treated as Letters of Credit issued under this Agreement, without further action by any party.

1.07        Timing

of Payment or Performance. When payment of any obligation or the performance by the Company of any covenant, duty or obligation

is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in

the definition of “Interest Period”, “Maturity Date”, and as described in Section 2.17(c) and

Section 2.17(d)) or performance shall extend to the immediately succeeding Business Day, and, in the case of any payment accruing

interest or fees, interest or fees thereon shall be payable for the period of such extension.

1.08        Exchange

Rates; Currency Equivalents.

(a)           The

Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and

Outstanding Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and

shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered

by the Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of

any Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative

Agent.

(b)           Wherever

in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Committed Revolving Loan or the issuance,

amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such

Borrowing, Committed Revolving Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative

Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded

upward), as determined by the Administrative Agent.

the foregoing provisions of this Section 1.08 or any other provision of this Agreement, (i) each L/C Issuer may compute

the Dollar Equivalent of the maximum amount of each applicable Letter of Credit issued by such L/C Issuer by reference to exchange rates

determined using any reasonable method customarily employed by such L/C Issuer for such purpose, and (ii) the Dollar Equivalent of

all Existing Letters of Credit denominated in Alternative Currencies shall as of the Closing Date be as set forth on Schedule 1.01.

(d)           Notwithstanding

the foregoing provisions of this Section 1.08 or any other provision of this Agreement, in connection with Alternative Currency

Daily Rate Loans in an Alternative Currency for a particular Borrower, the Spot Rate on each date of borrowing by such Borrower shall

be the Spot Rate in effect as of the Revaluation Date applicable to the first borrowing of any such Alternative Currency Daily Rate Loans

by such Borrower in such Alternative Currency (or, if applicable, any later Revaluation Date pursuant to clause (a)(iii) of

the definition of “Revaluation Date”).

1.09        Additional

Alternative Currencies.

(a)           The

Company may from time to time request that Committed Revolving Loans be made and/or Letters of Credit be issued by an L/C Issuer, in each

case, in a currency other than those specifically listed in the definition of “Alternative Currency”; provided,

that, such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Committed

Revolving Loans, such request shall be subject to the approval of the Administrative Agent and each Lender; and in the case of any such

request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and

each L/C Issuer.

(b)           Any

such request pursuant to Section 1.09(a) shall be made to the Administrative Agent not later than 11:00 a.m. twenty

(20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative

Agent and, in the case of any such request pertaining to Letters of Credit, each L/C Issuer, in its or their sole discretion). In the

case of any such request pertaining to Committed Revolving Loans, the Administrative Agent shall promptly notify each Lender thereof;

and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify each L/C Issuer, thereof.

Each Lender (in the case of any such request pertaining to Committed Revolving Loans) or each L/C Issuer, in its capacity as an L/C Issuer

(in the case of a request pertaining to Letters of Credit), shall notify the Administrative Agent not later than 11:00 a.m. ten (10) Business

Days after receipt of such request whether it consents, in its sole discretion, to the making of Committed Revolving Loans or the issuance

of Letters of Credit, as the case may be, in such requested currency.

failure by a Lender or an L/C Issuer, as the case may be, to respond to such request within the time period specified in Section 1.09(b) shall

be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Committed Revolving Loans to be made or Letters

of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Committed Revolving

Loans in such requested currency and the Administrative Agent and the Lenders reasonably determine that an appropriate interest rate is

available to be used for such requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative

Agent and the Lenders may amend this Agreement to the extent necessary to add the applicable rate for such currency and any applicable

adjustment for such rate, as applicable, and (ii) to the extent this Agreement has been amended to reflect the appropriate rate (and

applicable adjustment, if any) for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency

for purposes of any Committed Revolving Borrowings. If the Administrative Agent and each L/C Issuer, consent to the issuance of Letters

of Credit in such requested currency, the Administrative Agent shall so notify the Company and (A) the Administrative Agent and each

L/C Issuer, may amend this Agreement to add such currency, and (B) to the extent this Agreement has been amended to reflect such

currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Letter of Credit

issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.09,

the Administrative Agent shall promptly so notify the Company.

1.10        Change

of Currency.

(a)            Each

obligation to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro

as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption. If, in relation to the currency

of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent

with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed

basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful

currency; provided, that, if any Borrowing in the currency of such member state is outstanding immediately prior to such

date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)           Each

provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent, with the consent

of the Borrower (which consent shall not be unreasonably withheld), may from time to time specify to be appropriate to reflect the adoption

of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent, with the consent

of the Borrower (which consent shall not be unreasonably withheld), may from time to time specify to be appropriate to reflect a change

in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.11        Rates.

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the

continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Term SOFR,

the Term CORRA Reference Rate, Adjusted Term CORRA, Term CORRA, any Daily Simple RFR, the Adjusted Eurocurrency Rate or any other Benchmark,

or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement

rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor

or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.03(c), will

be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference

Rate, Term SOFR, the Term CORRA Reference Rate, Adjusted Term CORRA, Term CORRA, any Daily Simple RFR, the Adjusted Eurocurrency Rate,

such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition

of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect

the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments

thereto and such transactions may be adverse to any Borrower. The Administrative Agent may select information sources or services in its

reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in

each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity

for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses

(whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component

thereof) provided by any such information source or service.

ARTICLE II

COMMITMENTS

and Credit Extensions

2.01        Committed

Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each

such loan, a “Committed Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from

time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount

of such Lender’s Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) the

Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Lender

shall not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Alternative Currency Loans shall

not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and

conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under

this Section 2.01. Committed Revolving Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans

or Alternative Currency Term Rate Loans, as further provided herein.

2.02        Committed

Revolving Borrowings; Conversions and Continuations of Committed Revolving Loans.

(a)            Each

Borrowing, each conversion of Base Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, each continuation

of Term SOFR Loans, and each continuation of Alternative Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable

notice to the Administrative Agent, which may be given by telephone or a Loan Notice; provided, that, any telephonic notice

by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative

Agent of a Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Loan Notice must

be received by the Administrative Agent not later than 1:00 p.m. (i) two Business Days prior to the requested date of any Borrowing

of, conversion to or continuation of Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans, (ii) three Business

Days (or five Business Days, in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency

Loans, (iii) three Business Days (or five Business Days, in the case of a Special Notice Currency) in the case of the continuation

of any Alternative Currency Term Rate Loans, and (iv) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of,

conversion to or continuation of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent

of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(f) and

2.04(c)(i), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000

or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Loan Notice shall specify (A) the applicable Borrower,

(B) whether such Borrower is requesting a Borrowing, conversion, or continuation, (C) the requested date of such Borrowing,

conversion or continuation, as the case may be (which shall be a Business Day), (D) the principal amount of Loans to be borrowed,

converted or continued, (E) the Type of Loans to be borrowed or to which existing Loans are to be converted, (F) if applicable,

the duration of the Interest Period with respect thereto, and (G) the applicable Alternative Currency of such Loans. If the applicable

Borrower fails to specify a Currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If

the applicable Borrower fails to specify a Type of Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting

a conversion or continuation, then the applicable Loans shall be made as, converted to or continued as, Term SOFR Loans with an Interest

Period of one (1) month; provided, that, in the case of a failure to timely request a continuation of Alternative Currency

Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period

of one (1) month. Any such automatic continuation of Term SOFR Loans or Alternative Currency Term Rate Loans shall be effective as

of the last day of the Interest Period then in effect with respect to the applicable Loans. If the applicable Borrower requests a Borrowing

of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term 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. Except as provided pursuant to Section 2.12(a),

no Loan may be converted into or continued as a Loan denominated in a different Currency, but instead must be repaid in the original currency

of such Loan and reborrowed in the other Currency.

(b)           Following

receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and Currency) of its Applicable Percentage

of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative

Agent shall promptly notify each Lender of the details of any conversion to or automatic continuation of Term SOFR Loans or Alternative

Currency Term Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding

subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day

Funds at the Administrative Agent’s Office for the applicable Currency not later than 3:00 p.m., in the case of any Loan denominated

in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Alternative Currency Loan,

in each case, 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting

the account of the applicable Borrower on the books of Wells Fargo with the amount of such funds, or (ii) wire transfer of such funds,

in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower.

as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last

day of an Interest Period for such Loan. During the continuance of a Default, no Loans may be requested as, converted to or continued

as Term SOFR Loans or Alternative Currency Term Rate Loans, in each case without the consent of the Required Lenders and the Required

Lenders may demand that any or all of the outstanding Term SOFR Loans denominated in Dollars be converted immediately to Base Rate Loans

and any or all of the then outstanding Alternative Currency Term Rate Loans be prepaid, or redenominated into Dollars in the amount of

the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d)           Each

determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding

on the Borrowers and the Lenders in the absence of manifest error.

(e)           After

giving effect to all Borrowings, all conversions of Term SOFR Loans to Base Rate Loans, all conversions of Base Rate Loans to Term SOFR

Loans, all continuations of Term SOFR Loans, and all continuations of Alternative Currency Term Rate Loans, there shall not be more than

ten (10) Interest Periods in effect.

(f)            Notwithstanding

anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection

with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless

settlement mechanism approved by the Company, the Administrative Agent, and such Lender.

(g)           Notwithstanding

anything to the contrary in this Agreement, this Section 2.02 shall not apply to Swing Line Loans.

2.03        Letters

of Credit.

(a)           The

Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01,

the Company may request that any L/C Issuer, and each L/C Issuer agrees to, in reliance on the agreements of the Lenders set forth in

this Section 2.03, issue, at any time and from time to time during the Availability Period, Letters of Credit denominated

Dollars or in one or more Alternative Currencies, in each case, for its own account or the account of any of its Subsidiaries in such

form as is acceptable to the Administrative Agent and such L/C Issuer in its reasonable determination. Letters of Credit issued hereunder

shall constitute utilization of the Aggregate Revolving Commitments. All Existing Letters of Credit shall be deemed to have been issued

pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(b)           Notice

of Issuance, Amendment, Extension, Reinstatement or Renewal.

(i)            To

request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension

of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Company shall deliver (or

transmit by electronic communication, if arrangements for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer selected

by it and to the Administrative Agent not later than 1:00 p.m. at least three (3) Business Days (or such later date and time

as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance

date or date of amendment, as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit

to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which

shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.03(d)),

the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of

Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested

by the applicable L/C Issuer, the Company also shall submit a Letter of Credit Application and a reimbursement agreement on such L/C Issuer’s

standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions

of this Agreement and the terms and conditions of any Letter of Credit Application, any reimbursement agreement, any other Issuer Document

or any other agreement submitted by the Company to, or entered into by the Company with, an L/C Issuer relating to any Letter of Credit,

the terms and conditions of this Agreement shall control.

(ii)           If

the Company so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the applicable

L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension

Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit shall permit such L/C Issuer to prevent

any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving

prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve

(12)-month period to be agreed upon by the Company and the applicable L/C Issuer at the time such Letter of Credit is issued. Unless otherwise

directed by the applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension.

Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable

L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant

to Section 2.03(d); provided, that, such L/C Issuer shall not (A) permit any such extension if (1) such

L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in

its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year

from the then-current expiration date), or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed

in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent

that the Required Lenders have elected not to permit such extension, or (B) be obligated to permit such extension if it has received

notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business

Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Company that one or more of the applicable

conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit

such extension.

on Amounts, Issuance and Amendment.

(i)           A

Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement

or renewal of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance,

amendment, extension, reinstatement or renewal (A) unless otherwise agreed by the applicable L/C Issuer in its sole discretion, the

aggregate amount of the outstanding Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment,

(B) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (C) the Revolving Credit Exposure of any Lender

shall not exceed such Lender’s Commitment, and (D) the Total Credit Exposures of all Lenders shall not exceed the Aggregate

Revolving Commitments.

(ii)           No

L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental

Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law

applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with

jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally

or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve

or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall

impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer

in good faith deems material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer

applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter

of Credit is in an initial stated amount less than the Dollar Equivalent amount equal to $250,000; (D) any Lender is at that time

a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory

to such L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting

Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter

of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or

potential Fronting Exposure, as it may elect in its sole discretion; (E) the Letter of Credit contains any provisions for automatic

reinstatement of the stated amount after any drawing thereunder; (F) the Letter of Credit is to be denominated in a currency other

than Dollars or an Alternative Currency; or (G) the applicable L/C Issuer does not as of the issuance date of the requested Letter

of Credit issue Letters of Credit in the requested currency.

(iii)           No

L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time

to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not

accept the proposed amendment to the Letter of Credit.

(d)           Expiration

Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date twelve (12) months

after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic

or by amendment, twelve (12) months after the then current expiration date of such Letter of Credit), and (ii) the Letter of Credit

Expiration Date.

(e)

Participations.

(i)           By

the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof),

and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to each Lender,

and each Lender hereby acquires from such L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable

Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation

to acquire participations pursuant to this Section 2.03(e)(i) in respect of Letters of Credit is absolute, unconditional

and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal

of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments.

Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect

such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such

Lender’s Aggregate Revolving Commitment is amended pursuant to the provisions of this Agreement.

(ii)           In

consideration and in furtherance of the foregoing, upon receipt of any Non-Reimbursement Notice, each Lender hereby absolutely, unconditionally

and irrevocably agrees to pay to the Administrative Agent, for account of the applicable L/C Issuer, such Lender’s Applicable Percentage

of each L/C Disbursement made by such L/C Issuer not later than 3:00 p.m. on the Business Day specified in such Non-Reimbursement

Notice, until such L/C Disbursement is reimbursed by the Company or at any time after any reimbursement payment is required to be refunded

to the Company for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding

or reduction whatsoever, and shall otherwise be made in the same manner as provided in Section 2.02 with respect to Committed

Revolving Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of

the Lenders pursuant to this Section 2.03(e)(ii)). The Administrative Agent shall promptly pay to the applicable L/C Issuer

the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company

pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to such L/C Issuer or, to the extent that

the Lenders have made payments pursuant to this Section 2.03(e)(ii) to reimburse such L/C Issuer, then to such Lenders

and the applicable L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this Section 2.03(e)(ii) to

reimburse any L/C Issuer for any L/C Disbursement (other than, for the avoidance of doubt, any Committed Revolving Loan made by a Lender

pursuant to the first proviso set forth in Section 2.03(f)) shall not constitute a Loan and shall not relieve the Company

of its obligation to reimburse such L/C Disbursement.

(iii)           If

any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be

paid by such Lender pursuant to the provisions of Section 2.03(e)(ii), then, without limiting the other provisions of this

Agreement, the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand,

such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately

available to such L/C Issuer at a rate per annum equal to the greater of the applicable Overnight Rate and a rate determined by the applicable

L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar

fees customarily charged by such L/C Issuer in connection with the foregoing. A certificate of such L/C Issuer submitted to any Lender

(through the Administrative Agent) with respect to any amounts owing under this Section 2.03(e)(iii) shall be conclusive

absent manifest error.

(f)            Reimbursement.

If any L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Company shall reimburse such L/C Issuer in respect

of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the

Business Day that the Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m., or (ii) the

Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time; provided,

that, the Company may, subject to the conditions to borrowing set forth herein (other than the minimums and multiples required

for Base Rate Loans pursuant to Section 2.02), request in accordance with Section 2.02 that such payment be financed

with a Committed Revolving Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Company’s obligation

to make such payment shall be discharged and replaced by the resulting Committed Revolving Borrowing of Base Rate Loans. If the Company

fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment

then due from the Company in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage

thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each

Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii),

subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by any L/C Issuer or the Administrative

Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided,

that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(g)           Obligations

Absolute. The Company’s obligation to reimburse L/C Disbursements as provided in Section 2.03(f) shall be absolute,

unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances

whatsoever and irrespective of: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter

of Credit, or any term or provision herein or therein; (ii) the existence of any claim, counterclaim, setoff, defense or other right

that the Company or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person

for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this

Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated

transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,

invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or

any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) waiver

by any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Company or any waiver

by such L/C Issuer which does not in fact materially prejudice the Company; (v) honor of a demand for payment presented electronically

even if such Letter of Credit required that demand be in the form of a draft; (vi) any payment made by any L/C Issuer in respect

of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received

under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable; (vii) payment by

the applicable L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with

the terms of such Letter of Credit; or any payment made by any L/C Issuer under such Letter of Credit to any Person purporting to be a

trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or

successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under

any Debtor Relief Law; or (viii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that

might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff

against, the Company’s obligations hereunder.

(h)           Examination.

The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event

of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will immediately notify the applicable

L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless

such notice is given as aforesaid.

(i)             Liability.

None of the Administrative Agent, any Lender, any L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility

by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure

to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.03(g)), or any error, omission,

interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of

Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation

or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that, the foregoing shall

not be construed to excuse an L/C Issuer from liability to the Company to the extent of any direct damages (as opposed to consequential

damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Law) suffered by the Company

that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under

a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful

misconduct on the part of an L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed

to have exercised care in each such determination, and that: (i) an L/C Issuer may replace a purportedly lost, stolen, or destroyed

original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;

(ii) an L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit

without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation

of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any

non-documentary condition in such Letter of Credit; (iii) an L/C Issuer shall have the right, in its sole discretion, to decline

to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit;

and (iv) this sentence shall establish the standard of care to be exercised by an L/C Issuer when determining whether drafts and

other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted

by applicable Law, any standard of care inconsistent with the foregoing). Without limiting the foregoing, none of the Administrative Agent,

any Lender, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (A) any presentation

that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary

or other Person, (B) an L/C Issuer declining to take-up documents and make payment, (C) against documents that are fraudulent,

forged, or for other reasons by which that it is entitled not to honor, (D) following the Company’s waiver of discrepancies

with respect to such documents or request for honor of such documents, or (E) an L/C Issuer retaining proceeds of a Letter of Credit

based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such L/C Issuer.

(j)            Applicability

of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Company when a Letter of Credit is issued by it (including

any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit. Notwithstanding

the foregoing, no L/C Issuer shall be responsible to the Company for, and no L/C Issuer’s rights and remedies against the Company

shall be impaired by, any action or inaction of any L/C Issuer required or permitted under any law, order, or practice that is required

or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where any L/C Issuer

or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary

of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA),

or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(k)            Benefits.

Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,

and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX

with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed

to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”

as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided

herein with respect to such L/C Issuer.

(l)            Letter

of Credit Fees. The Company shall pay to the Administrative Agent for the benefit of the Lenders, in consideration for the issuance

of Letters of Credit hereunder, a non-refundable fee (the “Letter of Credit Fee”) equal to the Applicable Rate (plus

the Default Rate if an Event of Default has occurred and is continuing) times the Dollar Equivalent of the daily stated amount of each

Letter of Credit, less the amount of any draws on such Letter of Credit, payable in quarterly installments in arrears on the last Business

Day of each calendar quarter, commencing on the issuance date and continuing for so long as such Letter of Credit remains outstanding

(including, for the avoidance of doubt, any Letter of Credit that is outstanding but has been Cash Collateralized) calculated on the basis

of actual days elapsed in a year consisting of 360 days.

(m)           Fronting

Fee and Documentary and Processing Charges Payable to L/C Issuers. The Company shall pay directly to the applicable L/C Issuer for

its own account: (i) a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage set forth

in the Joint Fee Letter times the Dollar Equivalent of the daily face amount of each applicable Letter of Credit, payable in quarterly

installments in arrears on the last Business Day of each calendar quarter; (ii) $1,000 per requested issuance or amendment of a Letter

of Credit, such amount to be increased at the discretion of the applicable L/C Issuer to offset any out-of-pocket expenses incurred by

the applicable L/C Issuer in connection with any non-standard Letters of Credit or Letters of Credit issued by a branch office outside

the United States; and (iii) all other reasonable and customary out of pocket expenses actually incurred by the applicable L/C Issuer

related to the issuance, amendment or transfer of Letters of Credit upon demand by the applicable L/C Issuer. All payments of fees and

expenses in accordance with this provision shall be made in Dollars.

(n)           Disbursement

Procedures. Each L/C Issuer shall, with respect to any Letter of Credit issued by such L/C Issuer, within the time allowed by applicable

Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand

for payment under such Letter of Credit. Such L/C Issuer shall promptly after such examination notify the Administrative Agent and the

Company in writing of such demand for payment if such L/C Issuer has made or will make an L/C Disbursement thereunder; provided,

that, any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such L/C

Issuer and the Lenders with respect to any such L/C Disbursement.

(o)           Interim

Interest. If any L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the Company shall reimburse such

L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and

including the date such L/C Disbursement is made to but excluding the date that the Company reimburses such L/C Disbursement, at the rate

per annum then applicable to Base Rate Loans; provided, that, if the Company fails to reimburse such L/C Disbursement when

due pursuant to Section 2.03(f), then Section 2.08(b) shall apply. Interest accrued pursuant to this Section 2.03(o) shall

be for account of such L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.03(f) to

reimburse such L/C Issuer shall be for account of such Lender to the extent of such payment.

(p)           Replacement

of any L/C Issuer. Any L/C Issuer may be replaced at any time by written agreement between the Company, the Administrative Agent,

the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an

L/C Issuer. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of

the replaced L/C Issuer. From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the

rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter, and (ii) references

herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and

all previous L/C Issuers, as the context shall require. After the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall

remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to

Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(q)           Cash

Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from

the Administrative Agent or the Required Lenders (or, if the maturity of the Committed Revolving Loans has been accelerated, Lenders with

L/C Obligations representing at least fifty percent (50%) of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant

to this Section 2.03(q), the Company shall immediately deposit into an account established and maintained on the books and

records of the Administrative Agent an amount in cash equal to one hundred five percent (105%) of the total L/C Obligations as of such

date, plus any accrued and unpaid interest thereon; provided, that, the obligation to deposit such Cash Collateral

shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind,

upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g). Such deposit

shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Company under this Agreement.

In addition, and without limiting the foregoing or Section 2.03(d), if any L/C Obligations remain outstanding after the expiration

date specified in Section 2.03(d), the Company shall immediately deposit into an account established and maintained on the

books and records of the Administrative Agent an amount in cash equal to one hundred five percent (105%) of the total L/C Obligations

as of such date, plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control,

including the exclusive right of withdrawal, over any Cash Collateral deposited pursuant to this Section 2.03(q). Other than

any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative

Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments

shall accumulate in the accounts into which such Cash Collateral is deposited. Cash Collateral deposited pursuant to this Section 2.03(q) shall

be applied by the Administrative Agent to reimburse any L/C Issuer for L/C Disbursements for which it has not been reimbursed, together

with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the

reimbursement obligations of the Company for the L/C Obligations at such time or, if the maturity of the Committed Revolving Loans has

been accelerated (but subject to the consent of Lenders with L/C Obligations representing at least fifty percent (50%) of the total L/C

Obligations), be applied to satisfy other obligations of the Company under this Agreement. If the Company is required to provide an amount

of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid)

shall be returned to the Company within three (3) Business Days after all Events of Default have been cured or waived.

(r)            Letters

of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations

of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse, indemnify and compensate the applicable L/C Issuer

hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of the

Company. The Company irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or

all of the obligations of such Subsidiary in respect of such Letter of Credit. The Company hereby acknowledges that the issuance of Letters

of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial

benefits from the businesses of such Subsidiaries.

(s)            Letter

of Credit Reports. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations

set forth elsewhere in this Section 2.03, provide the Administrative Agent a report, in form and substance reasonably satisfactory

to the Administrative Agent, as set forth below: (i) reasonably prior to the time that such L/C Issuer issues, amends, renews, increases

or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable

Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);

(ii) on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;

(iii) on any Business Day on which the Company fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed

to such L/C Issuer on such day, the date of such failure and the amount of such payment; (iv) for so long as any Letter of Credit

issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of

each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and

(C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement,

in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every

outstanding Letter of Credit issued by such L/C Issuer; and (v) on any other Business Day, such other information as the Administrative

Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.

(t)            Conflict

with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof

shall control.

2.04        Swing

Line Loans.

(a)           The

Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other

Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”)

to the Company, 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 the Swing Line Sublimit; provided, that, (i) after giving effect to any Swing

Line Loan, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) after giving effect to any

Swing Line Loan, the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) after giving

effect to any Swing Line Loan, the sum of (without duplication) (A) the Revolving Credit Exposure of the Swing Line Lender, plus

(B) the Outstanding Amount of all Swing Line Loans, shall not exceed the Swing Line Lender’s Commitment, (iv) the Company

shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (v) the Swing Line Lender shall

not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent

manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the

other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05,

and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest at the rate per annum specified in Section 2.08(a)(iii).

Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,

purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s

Applicable Percentage times the amount of such Swing Line Loan.

(b)           Borrowing

Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative

Agent, which may be given by telephone or by a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed

promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed

by a Responsible Officer of the Company. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative

Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as shall be acceptable to the Administrative Agent

and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum of

$100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of

any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative

Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone

or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative

Agent (including at the request of the Required Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing

the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of

Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then

satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing

date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company in Same Day Funds.

of Swing Line Loans.

(i)            The

Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes

the Swing Line Lender to so request on its behalf), that each Lender make a Committed Revolving Loan that is a Base Rate Loan in an amount

equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing

(which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02,

without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized

portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish

the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall

make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in

Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the

account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on

the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available

shall be deemed to have made a Committed Revolving Loan that is a Base Rate Loan to the Company in such amount. The Administrative Agent

shall remit the funds so received to the Swing Line Lender.

(ii)           If

for any reason any Swing Line Loan cannot be refinanced by such a Committed Revolving Borrowing in accordance with Section 2.04(c)(i),

the request for Committed Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed

to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each

Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall

be deemed payment in respect of such participation.

(iii)           If

any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid

by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),

the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount

with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available

to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative,

processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount

(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the

relevant Committed Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the

Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall

be conclusive absent manifest error.

(iv)           Each

Lender’s obligation to make Committed Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to

this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any

setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any

other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or

condition, whether or not similar to any of the foregoing; provided, that, each Lender’s obligation to make Committed

Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.

No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together

with interest as provided herein.

(d)           Repayment

of Participations.

(i)            At

any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment

on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same

funds as those received by the Swing Line Lender.

(ii)           If

any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by

the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered

into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on

demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at

a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing

Line Lender. The obligations of the Lenders under this clause shall survive the Termination Date.

(e)            Interest

for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line

Loans. Until each Lender funds its Committed Revolving Loan or risk participation pursuant to this Section 2.04 to refinance

such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for

the account of the Swing Line Lender.

(f)            Payments

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

to the Swing Line Lender.

2.05        Prepayments.

(a)           Any

Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in

whole or in part without premium or penalty; provided, that, except as otherwise agreed by the Administrative Agent in its

sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the Administrative Agent not

later than 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) three Business Days

(or five Business Days, in the case of a Special Notice Currency) prior to any date of prepayment of Alternative Currency Loans, and (C) on

the date of prepayment of Base Rate Loans, (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal

amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any

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 Notice of Loan Prepayment shall specify the date, the currency

and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans

are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt

of each Notice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If a Notice of Loan

Prepayment is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment

shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by a Borrower

may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by such

Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment

shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR Loans or

Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied

to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)           The

Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily

prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, except as otherwise agreed by the

Swing Line Lender in its sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the

Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment

shall be in a minimum principal amount of $100,000. Each Notice of Loan Prepayment shall specify the date and amount of such prepayment.

If a Notice of Loan Prepayment is given by the Company, the Company shall make such prepayment and the payment amount specified in such

notice shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by

the Company may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked

by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall,

within one (1) Business Day of receipt of written notice from the Administrative Agent, prepay Committed Revolving Loans and Swing

Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the

Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after

the prepayment in full of the Committed Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving

Commitments then in effect.

(d)           If

the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Alternative Currency Loans and L/C Obligations

denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency

Sublimit then in effect, then, within three (3) Business Days after receipt of such notice, the Company shall prepay Alternative

Currency Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such

date of payment to an amount not to exceed one hundred percent (100%) of the Alternative Currency Sublimit then in effect.

2.06        Termination

or Reduction of Aggregate Revolving Commitments. The Company may, upon notice to the Administrative Agent, terminate the Aggregate

Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided, that, except

as otherwise agreed by the Administrative Agent in its sole discretion, (a) 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 such termination or reduction, (b) 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, (c) the Company

shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder,

the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (d) if, after giving effect to any reduction

of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit exceeds

the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency

Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the

Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any notice delivered by the Company pursuant

to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other transactions, in which case

such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such

condition is not satisfied. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according

to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall

be paid on the effective date of such termination.

2.07        Repayment

of Loans.

(a)           The

Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Committed Revolving Loans outstanding

on such date.

(b)           The

Company shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swing Line

Loan is made, and (ii) the Maturity Date. At any time that there shall exist a Defaulting Lender, immediately upon the request of

the Swing Line Lender, the Company shall repay the outstanding Swing Line Loans made by the Swing Line Lender in an amount sufficient

to eliminate any Fronting Exposure in respect of such Swing Line Loans.

2.08        Interest.

(a)            Subject

to the provisions of Section 2.08(b): (i) each Term SOFR Loan shall bear interest on the outstanding principal amount

thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for Term

SOFR Loans; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing

date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; (iii) each Alternative Currency

Daily Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum

equal to the applicable Alternative Currency Daily Rate plus the Applicable Rate for Alternative Currency Loans; (iv) each

Alternative Currency Term Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate

per annum equal to the applicable Alternative Currency Term Rate for such Interest Period plus the Applicable Rate for Alternative

Currency Loans; and (v) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable

borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

(b)           (i)            If

any Event of Default has occurred and is continuing under Section 8.01(a), whether at stated maturity, by acceleration or

otherwise, such overdue 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)           Accrued

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

on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified

herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after

the commencement of any proceeding under any Debtor Relief Law.

(d)           In

connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming

Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The

Administrative Agent will promptly notify the Company and the Lenders of the effectiveness of any Conforming Changes in connection with

the use or administration of any Benchmark.

2.09        Fees.

In addition to certain fees described in Sections 2.03(l) and (m):

(a)            Commitment

Fee. The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,

a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount

by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Committed Revolving Loans, plus

(ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance

of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments

for purposes of determining the Commitment Fee. 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 April, July, October and January, commencing with the first such date to occur after

the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if

there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable

Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)           Other

Fees.

(i)            The

Borrowers shall pay to each Arranger and the Administrative Agent, for their own respective accounts, in Dollars, fees in the amounts

and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)           The

Borrowers 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; Retroactive Adjustments of Applicable Rate.

(a)           All

computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis

of a year of three hundred sixty-five (365) or three hundred sixty-six (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 three hundred sixty (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 three hundred sixty-five (365) day year or a three

hundred sixty-six (366) day year), or, in the case of interest in respect of Alternative Currency Loans as to which market practice differs

from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made,

and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, that,

any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (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.

(b)           If,

as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company

or the Administrative Agent reasonably determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any

applicable date was inaccurate, and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher interest

or fees for such period, the Borrowers shall promptly and retroactively be obligated to pay to the Administrative Agent for the account

of the applicable Lenders, the applicable L/C Issuers or the Swing Line Lender, as the case may be, promptly on demand by the Administrative

Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy

Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount

equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees

actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as

the case may be, under Section 2.03, Section 2.08(b) or under Article VIII. The Borrowers’

obligations under this paragraph shall survive the Termination Date.

2.11        Evidence

of Debt.

(a)            The

Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender 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 Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or

otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any

conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest

error. Upon the written request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender

(through the Administrative Agent) a Note or Notes, which shall evidence such Lender’s Loans in addition to such accounts or records.

Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount, currency and maturity

of its Loans and payments with respect thereto.

(b)           In

addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain

in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters

of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and

the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control

in the absence of manifest error.

2.12        Payments

Generally; Administrative Agent’s Clawback.

(a)            General.

All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense,

recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Alternative

Currency Loans, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders

to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on

the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal

and interest on Alternative Currency Loans shall be made to the Administrative Agent, for the account of the respective Lenders to which

such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later

than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing,

the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any

Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such

payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute

to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire

transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after (i) 2:00 p.m., in the case

of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent, in the case of payments in an Alternative

Currency, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)           (i)            Funding

by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to

the proposed date of any Borrowing of Term SOFR Loans or Alternative Currency Loans (or, in the case of any Borrowing of Base Rate Loans,

prior to 2:00 p.m. 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 applicable

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 Borrowers severally agree to pay to the Administrative Agent forthwith on demand

such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available

to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be

made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative

Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable

to Base Rate Loans or in the case of Alternative Currencies in accordance with such market practice, in each case, as applicable. If the

Borrowers 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 Borrowers the amount of such interest paid by the Borrowers 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 Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall

have failed to make such payment to the Administrative Agent.

(ii)           Payments

by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers

prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that

the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in

accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuers, as the case may

be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder

as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following

applies (such payment referred to as a “Rescindable Amount”): (A) the applicable Borrower has not in fact made

such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then

owed); or (C) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the

applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable

Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the

date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the

Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(b) shall

be conclusive, absent manifest error.

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 applicable 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 Loans, to fund participations in Letters of Credit and Swing

Line 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.

2.13        Sharing

of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in

respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans

held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations

and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion

shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans

and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable,

so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of

and accrued interest on their respective Loans and other amounts owing them; provided, that:

(i)            if

any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

and

(ii)           the

provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrowers

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 a Disqualified Institution), (B) the application of Cash Collateral provided for in Section 2.15,

or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or

subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any

Subsidiary (as to which the provisions of this Section 2.13 shall apply).

Each Borrower consents to

the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant

to the foregoing arrangements may exercise against any Borrower rights of setoff and counterclaim with respect to such participation as

fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

2.14        [Reserved].

2.15        Cash

Collateral.

(a)            Obligation

to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one (1) Business Day following the written request

of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Company shall Cash Collateralize such L/C

Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.16(a)(iv) and

any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b)           Grant

of Security Interest. Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to

(and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders,

and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other

property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which

such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash

Collateral is subject to any right or claim of any Person other than the Administrative Agent or the applicable L/C Issuer as herein provided,

or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand

by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate

such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.16(a)(v),

after giving effect to Section 2.16(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash

Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing

deposit accounts at Wells Fargo. The Borrowers shall pay on demand therefor from time to time all customary account opening, activity

and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement in respect of Letters

of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including,

as to Cash Collateral provided by a Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations

for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)           Release.

Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released

promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by

the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vii))),

or (ii) the determination by the Administrative Agent or the applicable L/C Issuer, as applicable, that there exists excess Cash

Collateral; provided, that, (A) any such release shall be without prejudice to, and any disbursement or other transfer

of Cash Collateral shall be and remain subject to the other applicable provisions of the Loan Documents, and (B) the Person providing

Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future

anticipated Fronting Exposure or other obligations.

2.16        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, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any

L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect

to such Defaulting Lender in accordance with Section 2.15; fourth, as the Company may request (so long as no Default

has occurred and is continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion

thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative

Agent and the Company, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s

potential future funding obligations with respect to Loans under this Agreement, and (B) Cash Collateralize the L/C Issuers’

future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,

in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Non-Defaulting Lenders, the L/C

Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Non-Defaulting Lender,

any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations

under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Borrowers as a

result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such

Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise

directed by a court of competent jurisdiction; provided, that, if (1) such payment is a payment of the principal amount

of any Loans or Unreimbursed Amounts in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such

Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were

satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders

on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such

time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance

with the Commitments hereunder without giving effect to Section 2.16(b). Any payments, prepayments or other amounts paid or

payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant

to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably

consents hereto.

(iii)           Certain

Fees.

(A)            No

Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and

the Borrowers shall not be required to pay any Commitment Fee that otherwise would have been required to have been paid to that Defaulting

Lender).

(B)             Each

Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only

to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral

pursuant to Section 2.15.

respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrowers

shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect

to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to

clause (iv) below, (2) pay to each L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender

to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the

remaining amount of any such fee.

(iv)          Reallocation

of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations

and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages

(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause

the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject

to Section 11.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against

a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result

of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)           Cash

Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (iv) above cannot, or can only partially,

be effected, then, within one (1) Business Day following notice by the Administrative Agent, the Borrowers shall, without prejudice

to any right or remedy available to it hereunder or under applicable Law, (A) first, prepay Swing Line Loans in an amount

equal to the Swing Line Lender’s Fronting Exposure, and (B) second, Cash Collateralize the L/C Issuers’ Fronting

Exposure in accordance with the procedures set forth in Section 2.15.

(b)           Defaulting

Lender Cure. If the Company, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender is

no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified

in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 and funded and unfunded participations in Letters of Credit

and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments (without giving effect to Section 2.16(a)(iv)),

whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with

respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; 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.

Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required

to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan,

and (ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied

that it will have no Fronting Exposure after giving effect thereto.

2.17        Extension

of Maturity Date.

(a)            Requests

for Extension. The Company may, no more than two (2) times during the term of this Agreement, by notice to the Administrative

Agent (which notice shall be promptly delivered by the Administrative Agent to each Lender), no earlier than sixty (60) days and no later

than thirty (30) days prior to any anniversary of the Closing Date (each such anniversary date, an “Anniversary Date”),

request that each Lender extend the Maturity Date then applicable to such Lender’s Commitment (the Maturity Date then applicable

to such Lender’s Commitment being such Lender’s “Current Maturity Date”) for one (1) year.

(b)           Lender

Elections to Extend. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given promptly after

such Lender’s receipt of a notice of request for extension delivered by the Company pursuant to Section 2.17(a) and,

in any event, no later than fifteen (15) days prior to the applicable Anniversary Date (such date, with respect to any Anniversary Date,

the “Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender

that determines not to so extend such Lender’s Current Maturity Date being referred to herein as a “Non-Extending Lender”);

provided, that, any Lender that does not so advise the Administrative Agent on or before the Notice Date for the applicable

Anniversary Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate

any other Lender to so agree. For the avoidance of doubt, each Non-Extending Lender shall be required to maintain its original Commitment

pursuant to the terms and conditions contained herein to and including such Lender’s Current Maturity Date (without giving effect

to such extension).

by Administrative Agent. The Administrative Agent shall notify the Company of each Lender’s determination under Section 2.17(b) no

later than the date ten (10) days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the next preceding

Business Day).

(d)           Minimum

Extension Requirement. If (and only if) the aggregate amount of the Commitments of the Lenders that have agreed to so extend their

Current Maturity Dates (each, an “Extending Lender”) shall be more than fifty percent (50%) of the Aggregate Revolving

Commitments in effect immediately prior to the applicable Anniversary Date, then, subject to the satisfaction of the conditions set forth

in Section 2.17(f), effective as of the applicable Anniversary Date, the Current Maturity Date of each Extending Lender shall

be extended to the date falling one (1) year after such Lender’s Current Maturity Date (except that, if such date is not a

Business Day, such Maturity Date as so extended shall be the next preceding Business Day).

(e)            Replacement

of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in Section 2.17(d) and

the other conditions to the effectiveness of any such extension set forth in Section 2.17(f), the Company shall have the right

(but not the obligation), in its sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary

Date, elect to replace any Non-Extending Lender pursuant to Section 11.13 by causing such Non-Extending Lender to assign and

delegate, without recourse, its interests, rights and obligations as a Lender to one or more existing Lenders or Eligible Assignees (provided,

that, the applicable existing Lender or Eligible Assignee agrees to the extension of the Current Maturity Date as requested by

the Company).

(f)            Conditions

to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Current Maturity Date of any Lender pursuant to

this Section 2.17 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date,

the Borrowers shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent a certificate

of each Borrower dated as of the applicable Anniversary Date signed by a Responsible Officer of such Borrower (A) certifying and

attaching the resolutions adopted by such Borrower approving or consenting to such extension, and (B) in the case of the certificate

delivered by the Company, certifying that, before and after giving effect to such extension, (1) no Default exists, and (2) the

representations and warranties of the Borrowers contained in Article V or any other Loan Document, in each case, shall be

true and correct in all material respects (unless already qualified by materiality or “Material Adverse Effect,” in which

case they shall be true and correct in all respects), on and as of the date of such 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 (unless already

qualified by materiality or “Material Adverse Effect,” in which case they shall be true and correct in all respects) as of

such earlier date, and except that for purposes of this Section 2.17(f)(ii)(B)(2), 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, and (iii)(A) deliver to the Administrative Agent such Organization Documents and legal

opinions as may be reasonably requested by the Administrative Agent or any Lender in connection with such extension, (B) provide

to the Administrative Agent and the Lenders the documentation and other information reasonably requested by the Administrative Agent and

the Lenders as required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and

regulations, including the PATRIOT Act, and (C) in each case if any Borrower qualifies as a “legal entity customer” under

the Beneficial Ownership Regulation, provide to the Administrative Agent and each Lender, to the extent reasonably requested by the Administrative

Agent or such Lender, a Beneficial Ownership Certification in relation to such Borrower.

(g)           Conflicting

Provisions. This Section 2.17 shall supersede any provisions in Sections 2.13 or Section 11.01 to the

contrary.

2.18        Designated

Borrowers.

(a)           Designated

Borrowers. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative

Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any wholly-owned

Subsidiary (an “Applicant Borrower”) as a Designated Borrower to receive Committed Revolving Loans hereunder by delivering

to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed Designated Borrower Request

and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the

Aggregate Revolving Commitments, (i) the Administrative Agent shall have received a duly executed Designated Borrower Request and

Assumption Agreement with respect to such Applicant Borrower, (ii) the Administrative Agent and each Lender must agree to such Applicant

Borrower becoming a Designated Borrower, (iii) the Administrative Agent shall have received, to the extent reasonably requested by

the Administrative Agent, supporting resolutions, incumbency certificates, Organization Documents and legal opinions with respect to such

Applicant Borrower, in form, content and scope reasonably satisfactory to the Administrative Agent, (iv) such Applicant Borrower

shall have delivered an executed Note to any Lender requesting a Note, (v) such Applicant Borrower shall have provided to the Administrative

Agent and each Lender documentation and other information reasonably requested by the Administrative Agent or such Lender as required

by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including

the PATRIOT Act, and (vi) if such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership

Regulation, such Applicant Borrower shall have provided to the Administrative Agent and each Lender, to the extent reasonably requested

by the Administrative Agent or such Lender, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements

set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) being collectively referred

to herein as the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Administrative

Agent shall send a Designated Borrower Notice to the Company and the Lenders specifying the effective date upon which the Applicant Borrower

shall constitute a Designated Borrower, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Committed Revolving

Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise

shall be a Borrower for all purposes of this Agreement; provided, that, no Loan Notice may be submitted by or on behalf

of such Designated Borrower until the date five (5) Business Days after such effective date.

(b)           Appointment.

Each Subsidiary that is or becomes a “Designated Borrower” pursuant to this Section 2.18 hereby irrevocably appoints

the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Company may

execute such documents on behalf of such Designated Borrower as the Company deems appropriate in its sole discretion and each Designated

Borrower shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered

by the Administrative Agent or any Lender to the Company shall be deemed delivered to each Designated Borrower, and (iii) the Administrative

Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Company on behalf

of any Designated Borrowers.

The Company may, from time to time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative

Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s

status as such; provided, that, there are no outstanding Loans payable by such Designated Borrower, or other amounts payable

by such Designated Borrower on account of any Loans made to it or otherwise as of the effective date of such termination. The Administrative

Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

2.19        Designated

Lenders. Each of the Administrative Agent, each L/C Issuer, the Swing Line Lender and each Lender at its option may make any Credit

Extension or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”);

provided, that, any exercise of such option shall not affect the obligation of the Borrowers to repay any Credit Extension

in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided, that, designation

of a Designated Lender is for administrative convenience only and does not expand the scope of liabilities or obligations of any Lender

or any Designated Lender beyond those of the Lender designating such Person as a Designated Lender as provided in this Agreement.

ARTICLE III

TAXES,

YIELD PROTECTION AND ILLEGALITY

3.01        Taxes.

(a)           Payments

Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)            Any

and all payments by or on account of any obligation of the Borrowers 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 the Withholding Agent, then the Withholding

Agent shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant

to subsection (e) below.

(ii)           If

a Withholding Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding

and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are

determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection

(e) below, (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental

Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified

Taxes, the sum payable by the Borrowers 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.

(iii)           If

a Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then

(A) the applicable Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to

be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Withholding

Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority

in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the

sum payable by the Borrowers 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.

(b)           Payment

of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers 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.

Indemnifications.

(i)            The

Borrowers shall, and do hereby indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after written

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 (other than penalties, interest

and expenses payable by reason of the gross negligence or willful misconduct of such Recipient), 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 Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative

Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

(ii)           Each

Lender or each L/C Issuer 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 or such L/C Issuer

(but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without

limiting the obligation of the Borrowers to do so), (B) the Administrative Agent and the Borrowers, 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 against any Excluded Taxes attributable to such Lender or such L/C Issuer

that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom

or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent

manifest error. Each Lender or each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at

any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount

due to the Administrative Agent under this clause (ii).

(d)           Evidence

of Payments. Upon request by the Borrowers or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrowers

or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrowers shall deliver to

the Administrative Agent or the Administrative Agent shall deliver to the Borrowers, as the case may be, the original or a certified copy

of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment

or other evidence of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be.

(e)           Status

of Lenders; Tax Documentation.

(i)            Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit

such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by

the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested

by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such

Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding

two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A),

(ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution

or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial

position of such Lender.

(ii)           Without

limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(A)            any

Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender

becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative

Agent), 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 such Borrower and the Administrative Agent (in such number

of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following

is applicable:

(1)            in

the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with

respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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 F-1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning

of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of

the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E;

(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, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2

or Exhibit F-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 F-4

on behalf of each such direct and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number

of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed 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

such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)            if

a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were

to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by Law

and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable

Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested

by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount

to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments

made to FATCA after the Closing Date.

(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 such Borrower and the Administrative Agent

in writing of its legal inability to do so.

(f)            Treatment

of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for

or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund

of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Recipient

determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (including any application or carry-over

of such refund amount to reduce any cash Taxes otherwise payable to the refunding Governmental Authority) as to which it has been indemnified

by an indemnifying party or with respect to which it has been paid additional amounts pursuant to this Section 3.01, it shall

promptly pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional

amounts paid, under this Section 3.01 with respect to the Taxes giving rise to such refund and including any interest paid

or credited by the relevant Governmental Authority with respect to such refund), net of all reasonable out-of-pocket expenses (including

Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect

to such refund), provided that such indemnifying party, upon the request of the Recipient, agrees to repay the amount paid over to such

indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority in connection therewith)

to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything

to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to an indemnifying party pursuant

to this subsection 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 subsection shall not be construed

to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential)

to the Borrowers or any other Person.

(g)            Survival.

Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, and the Termination Date.

3.02        Illegality.

(a)            If,

after the Closing Date, the introduction of, or any change in, any applicable Laws or any change in the interpretation or administration

thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or

compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the

force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the

Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Daily Simple RFR Loan,

Term SOFR Loan, Term CORRA Loan, or Eurocurrency Rate Loan, or to determine or charge interest based upon any applicable Daily Simple

RFR, the Term SOFR Reference Rate, Term SOFR, the Term CORRA Reference Rate, Term CORRA, Adjusted Term CORRA, the Eurocurrency Rate or

the Adjusted Eurocurrency Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent

shall promptly give notice to the Company and the other Lenders (an “Illegality Notice”). Thereafter, until each affected

Lender notifies the Administrative Agent and the Administrative Agent notifies the Company that the circumstances giving rise to such

determination no longer exist, (i) any obligation of the Lenders to make Daily Simple RFR Loans, Term SOFR Loans, Term CORRA Loans,

or Eurocurrency Rate Loans, as applicable, in the affected Currency or Currencies, and any right of the Borrowers to convert any Loan

denominated in Dollars to a Term SOFR Loan or continue any Loan as a Daily Simple RFR Loan, a Term SOFR Loan, a Term CORRA Loan, or a

Eurocurrency Rate Loan, as applicable, in the affected Currency or Currencies shall be suspended and (ii) if necessary to avoid such

illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base

Rate”. Upon receipt of an Illegality Notice, the Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender

(with a copy to the Administrative Agent), prepay or, if applicable, (A) convert all Term SOFR Loans to Base Rate Loans or (B) convert

all Daily Simple RFR Loans, Term CORRA Loans, or Eurocurrency Rate Loans denominated in an affected Alternative Currency to Base Rate

Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) (in each case, if necessary to

avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of

“Base Rate”), (I) with respect to Daily Simple RFR Loans, on the Interest Payment Date therefor, if all affected Lenders

may lawfully continue to maintain such Daily Simple RFR Loans to such day, or immediately, if any Lender may not lawfully continue to

maintain such Daily Simple RFR Loans to such day or (II) with respect to Eurocurrency Rate Loans, Term CORRA Loans, or Term SOFR

Loans, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Eurocurrency Rate

Loans, Term CORRA Loans, or Term SOFR Loans, as applicable, to such day, or immediately, if any Lender may not lawfully continue to maintain

such Eurocurrency Rate Loans, Term CORRA Loans, or Term SOFR Loans, as applicable, to such day. Upon any such prepayment or conversion,

the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant

to Section 3.05.

(b)            If,

in any applicable jurisdiction, the Administrative Agent, any L/C Issuer or any Lender reasonably determines that any applicable Law has

made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, any L/C Issuer or

any Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund, hold a commitment

or maintain its participation in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest or fees with

respect to any Credit Extension to any Foreign Borrower, such Person shall promptly notify the Administrative Agent, and, upon the Administrative

Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain,

fund or charge interest or fees with respect to any such Credit Extension shall be suspended, and to the extent required by applicable

Law, cancelled. Upon receipt of such notice, the Borrowers shall, (A) repay that Person’s participation in the Loans or other

applicable Obligations on the applicable Interest Payment Date for any Daily Simple RFR Loan or on last day of the Interest Period for

any Eurocurrency Rate Loan, Term CORRA Loan or Term SOFR Loan, or on another applicable date with respect to another Obligation, occurring

after the Administrative Agent has notified the Company or, in each case, if earlier, the date specified by such Person in the notice

delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law),

(B) to the extent applicable to any L/C Issuer, Cash Collateralize that portion of the applicable L/C Obligations comprised of the

aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized, and (C) take all reasonable actions

requested by such Person to mitigate or avoid such illegality.

3.03        Inability

to Determine Rates.

(a)            Subject

to clause (c) below, in connection with any Daily Simple RFR Loan, Term SOFR Loan, Term CORRA Loan, or Eurocurrency Rate Loan, a

request therefor, a conversion to or a continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine

(which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR is utilized in any calculations

hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and

adequate means do not exist for ascertaining Daily Simple RFR pursuant to the definition thereof or (y) if Term SOFR, Adjusted Term

CORRA, or the Adjusted Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any

Obligations, interest, fees, commissions or other amounts, reasonable and adequate means do not exist for ascertaining Term SOFR, Adjusted

Term CORRA, or the Adjusted Eurocurrency Rate, as applicable, for the applicable Currency and the applicable Interest Period with respect

to a proposed Term SOFR Loan, Term CORRA Loan, or Eurocurrency Rate Loan, as applicable, on or prior to the first day of such Interest

Period, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error)

that a fundamental change has occurred in the foreign exchange or interbank markets with respect to an applicable Alternative Currency

(including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls),

(iii) with respect to any Eurocurrency Rate Loan, the Administrative Agent shall determine (which determination shall be conclusive

and binding absent manifest error) that deposits are not being offered in the applicable Currency to banks in the London or other applicable

offshore interbank market for the applicable Currency, amount or Interest Period of such Eurocurrency Rate Loan, or (iv) the Required

Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR

is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions

or other amounts, Daily Simple RFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans

or (y) if Term SOFR, Term CORRA, or the Adjusted Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan

Document with respect to any Obligations, interest, fees, commissions or other amounts, Term SOFR, Adjusted Term CORRA, or the Adjusted

Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans

during the applicable Interest Period and, in the case of (x) or (y), the Required Lenders have provided notice of such determination

to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Company. Upon notice

thereof by the Administrative Agent to the Company, any obligation of the Lenders to make Daily Simple RFR Loans, Term SOFR Loans, Term

CORRA Loans, or Eurocurrency Rate Loans, as applicable, in each such Currency, and any right of the Borrowers to convert any Loan in each

such Currency (if applicable) to or continue any Loan as a Daily Simple RFR Loan, a Term SOFR Loan, a Term CORRA Loan, or a Eurocurrency

Rate Loan, as applicable, in each such Currency, shall be suspended (to the extent of the affected Loans or, in the case of Term SOFR

Loans, Term CORRA Loans, or Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (with respect to clause

(iv), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrowers may revoke

any pending request for a borrowing of, conversion to or continuation of Daily Simple RFR Loans, Term SOFR Loans, Term CORRA Loans, or

Eurocurrency Rate Loans in each such affected Currency (to the extent of the affected Loans or, in the case of Term SOFR Loans, Term CORRA

Loans or Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for a borrowing

of an affected Term SOFR Loan, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing

of or conversion to Base Rate Loans in the amount specified therein, and (II) in the case of any request for a borrowing of an affected

Daily Simple RFR Loan, Term CORRA Loan, or Eurocurrency Rate Loan in an Alternative Currency, then such request shall be ineffective and

(B)(I) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable

Interest Period and (II) any outstanding affected Loans denominated in an Alternative Currency, at the applicable Borrower’s

election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent

of such Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans or Term CORRA Loans, at the end of the applicable

Interest Period or (2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans or Term CORRA Loans, at the end

of the applicable Interest Period; provided that if no election is made by the applicable Borrower by the date that is the earlier

of (x) three (3) Business Days after receipt by the Company of such notice or (y) with respect to a Eurocurrency Rate Loan

or Term CORRA Loan the last day of the current Interest Period, the applicable Borrower shall be deemed to have elected clause (1) above.

Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together

with any additional amounts required pursuant to Section 3.05.

(b)            [Reserved].

Replacement Setting.

(i)             Notwithstanding

anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any

Benchmark, the Administrative Agent and the Company may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any

such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business

Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Company so long as the Administrative

Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement

of a Benchmark with a Benchmark Replacement pursuant to this Section 3.03(c)(i) will occur prior to the applicable Benchmark

Transition Start Date.

(ii)            Benchmark

Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,

the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary

herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action

or consent of any other party to this Agreement or any other Loan Document.

(iii)            Notices;

Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the Lenders of (A) the

implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration,

adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Company of (x) the removal

or reinstatement of any tenor of a Benchmark pursuant to Section 3.03(c)(iv) and (y) the commencement of any Benchmark

Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender

(or group of Lenders) pursuant to this Section 3.03(c), including any determination with respect to a tenor, rate or adjustment

or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or

any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent

from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03(c).

(iv)            Unavailability

of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection

with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including the Term SOFR Reference

Rate, EURIBOR, or the Term CORRA Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other

information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or

(2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information

announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition

of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such

unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is

subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is

no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement),

then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for

all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)            Benchmark

Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect

to a given Benchmark, (A) any Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Daily

Simple RFR Loans, Term SOFR Loans, Term CORRA Loans, or Eurocurrency Rate Loans, in each case, to be made, converted or continued during

any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (I) in the case of any request for

any affected Term SOFR Loans, if applicable, the applicable Borrower will be deemed to have converted any such request into a request

for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (II) in the case of any request for any affected

Daily Simple RFR Loan, Term CORRA Loan, or Eurocurrency Rate Loan, in each case, in an Alternative Currency, if applicable, then such

request shall be ineffective and (B)(I) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted

into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected Daily Simple RFR Loans, Term

CORRA Loans, or Eurocurrency Rate Loans, in each case, denominated in an Alternative Currency, at the applicable Borrower’s election,

shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative

Currency) immediately or, in the case of Eurocurrency Rate Loans or Term CORRA Loans, at the end of the applicable Interest Period or

(2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans or Term CORRA Loans, at the end of the applicable Interest

Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the applicable Borrower by the date

that is three (3) Business Days after receipt by the Company of such notice, such Borrower shall be deemed to have elected clause

(1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term CORRA Loan, if no election is made by

the applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such

notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term CORRA Loan, such Borrower

shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest

on the amount so prepaid or converted, together with any additional amounts required pursuant to Section ‎3.05.

During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not

an Available Tenor, the component of the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability

Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

3.04        Increased

Costs.

(a)            Increased

Costs Generally. If any Change in Law shall:

(i)             impose,

modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits

with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer;

(ii)            subject

any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of

the definition of “Excluded Taxes”, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,

commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)            impose

on any Lender or any L/C Issuer or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this

Agreement or any Term SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing

shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation

to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter

of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received

or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such

Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer,

as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such

additional costs incurred or reduction suffered.

(b)            Capital

Requirements. If any Lender or any L/C Issuer reasonably determines that any Change in Law affecting such Lender or such L/C Issuer

or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity

requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or

on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitment

of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of

Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s

holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s

policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity),

then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as

the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C

Issuer’s holding company for any such reduction suffered.

Costs. If any Lender or any L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the Company

will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such Mandatory Costs.

Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.

(d)            Certificates

for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender

or such L/C Issuer or its holding company, as the case may be, as specified in Section 3.04(a), Section 3.04(b) or

Section 3.04(c), setting forth in reasonable detail the manner in which such amount or amounts was determined and delivered

to the Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) such

Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt

thereof.

(e)            Delay

in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions

of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation;

provided, that, the Borrowers shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions

of this Section for any increased costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the

date that such Lender or such L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased

costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the

Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred and eighty (180)-day period referred

to above shall be extended to include the period of retroactive effect thereof).

(f)            Requests

for Compensation. Any request by a Lender for compensation pursuant to the foregoing provisions of this Section 3.04 shall

be made in accordance with such Lender’s policies as applied generally to other similarly situated borrowers of similar creditworthiness

with respect to their similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions

similar to the provisions of this Section 3.04 (it being acknowledged and agreed that nothing in this section shall require

the Administrative Agent or any Lender to disclose any information related to similarly situated customers, comparable provisions of similar

agreements or otherwise that the Administrative Agent or such Lender (as applicable), in its sole discretion, deems proprietary, privileged

or confidential, and the Administrative Agent’s or applicable Lender’s failure to provide such information shall not preclude

it from asserting that such other customer is similarly situated under a similar agreement to the applicable Borrower).

3.05        Compensation

for Losses. Within ten (10) days of written demand by any Lender (with a copy to the Administrative Agent) from time to time,

the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender

harmless from any loss, cost or expense (other than loss of profit) incurred by it as a result of:

(a)            any

conversion, payment or prepayment of any Committed Revolving Loan (other than a Base Rate Loan) on a day other than the last day of the

Interest Period, relevant interest payment date or payment period, as applicable, for such Loan (whether voluntary, mandatory, automatic,

by reason of acceleration, or otherwise);

(b)            any

failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any

Committed Revolving Loan (other than a Base Rate Loan) on the date or in the amount notified by such Borrower;

assignment of a Term SOFR Loan or an Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor

as a result of a request by any Borrower pursuant to Section 11.13; or

(d)            any

failure by any Borrower to make payment of any Committed Revolving Loan or drawing under any Letter of Credit (or interest due thereon)

denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;

excluding any loss of anticipated profits, but

including any loss or expense arising from any foreign exchange losses, 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 or from the performance of any foreign exchange

contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by

such Lender in connection with the foregoing.

3.06        Mitigation

Obligations; Replacement of Lenders.

(a)            Designation

of a Different Lending Office. Each Lender may make any Credit Extension to any Borrower through any Lending Office; provided,

that, the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in accordance

with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrowers are required to

pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender

or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at

the request of the Company such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending

Office for funding or booking its Credit Extensions hereunder or to assign its rights and obligations hereunder to another of its offices,

branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, as applicable, such designation or assignment (i) would

eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future,

or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject

such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to

such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay)

all reasonable and documented costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

(b)            Replacement

of Lenders. If any Lender requests compensation under Section 3.04 or gives a notice pursuant to Section 3.02,

or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the

account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined or is unable to designate a different

lending office in accordance with Section 3.06(a), the Company may replace such Lender in accordance with Section 11.13.

3.07            Survival.

All of the Borrowers’ obligations under this Article III shall survive the Termination Date and any resignation of the

Administrative Agent.

ARTICLE IV

CONDITIONS

PRECEDENT TO CREDIT EXTENSIONS

4.01            Conditions

Precedent to Effectiveness and the Initial Credit Extensions. The effectiveness of this Agreement and the obligation of each L/C

Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)            The

Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or .pdf copies unless otherwise specified,

each properly executed by a Responsible Officer of the Company (where applicable), each (to the extent applicable) dated the Closing Date

(or, in the case of certificates of governmental officials, a recent date before the Closing Date):

(i)             executed

counterparts of this Agreement from the Company, the Administrative Agent, each Lender, each L/C Issuer and the Swing Line Lender;

(ii)            Notes

executed by the Company in favor of each Lender requesting a Note;

(iii)           such

certificates with respect to resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of

the Company as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer

of the Company authorized to act as a Responsible Officer of the Company in connection with this Agreement and the other Loan Documents;

(iv)           such

documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed,

and that the Company is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;

(v)            a

customary legal opinion or opinions from counsel to the Company, addressed to the Administrative Agent, each Lender and each L/C Issuer

party to this Agreement as of the Closing Date; and

(vi)           a

certificate signed by the chief executive officer, chief financial officer (or principal financial officer with similar responsibilities),

treasurer or controller that is a Responsible Officer of the Company certifying (A) that the conditions specified in Sections

4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since January 31,

2026 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) as

to the Solvency of the Company and its Subsidiaries on a consolidated basis.

(b)            The

Administrative Agent shall have (or concurrently with the Closing Date will have) received evidence satisfactory to it that the Existing

Credit Agreement has been terminated and cancelled and any and all indebtedness thereunder shall have been fully repaid (except to the

extent being so repaid with the proceeds of the initial Credit Extensions hereunder on the Closing Date); provided, that,

any Existing Letters of Credit, for the avoidance of doubt, shall, upon the effectiveness of this Agreement, be deemed issued and outstanding

under, and shall be rolled into and treated as Letters of Credit issued under, this Agreement, without further action by any party.

Company shall have provided to the Administrative Agent and the Lenders the documentation and other information reasonably requested by

the Administrative Agent and the Lenders as required by regulatory authorities under applicable “know your customer” and anti-money-laundering

rules and regulations, including the PATRIOT Act.

(d)            If

the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, receipt by the Administrative

Agent and each Lender, to the extent requested by the Administrative Agent or such Lender, of a Beneficial Ownership Certification in

relation to the Company.

(e)            Any

fees required to be paid on or before the Closing Date shall have been paid.

(f)            Unless

waived by the Administrative Agent, the Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements

of Moore & Van Allen PLLC (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to

the Closing Date, plus such additional amounts of reasonable out-of-pocket fees, charges and disbursements of Moore &

Van Allen PLLC as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through

the closing proceedings to the extent such estimate is received prior to the Closing Date (provided, that, such estimate

shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).

Without limiting the generality of the provisions

of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01,

each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document

or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative

Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02        Conditions

to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice only

requesting (x) a conversion of Term SOFR Loans to Base Rate Loans or a conversion of Base Rate Loans to Term SOFR Loans, or (y) a

continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent:

(a)            The

representations and warranties of the Borrowers contained in Article V or any other Loan Document, in each case, shall be

true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect” in which

case, they shall be true and correct in all respects), on and as of the date of such Credit Extension, except to the extent that such

representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects

(unless already qualified by materiality or “Material Adverse Effect”, in which case, they shall be true and correct in all

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; provided, that, solely in connection with any Credit Extension

made after the Closing Date, this Section 4.02(a) shall not require the representations and warranties set forth in Section 5.05(c) or

Section 5.06 to be true and correct in all material respects (or in all respects if already qualified by materiality or “Material

Adverse Effect”) in connection with such Credit Extension.

(b)            No

Default shall exist, or would result, from such proposed Credit Extension or from the application of the proceeds thereof.

Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit

Extension in accordance with the requirements hereof.

(d)            If

the applicable Borrower is a Designated Borrower, (i) the Designated Borrower Requirements have been met, and (ii) at least

five (5) Business Days have passed since the Designated Borrower Notice with respect to such Designated Borrower was delivered to

the Company and the Lenders.

(e)            In

the case of a Credit Extension to be denominated in an Alternative Currency, such currency is an Eligible Currency.

(f)            There

shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed

financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds

of the realization of any such rights.

Each Request for Credit Extension

(other than a Loan Notice only requesting (x) a conversion of Term SOFR Loans to Base Rate Loans or a conversion of Base Rate Loans

to Term SOFR Loans, or (y) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by a 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.

ARTICLE V

REPRESENTATIONS

AND WARRANTIES

Each Borrower represents and

warrants to the Administrative Agent, each L/C Issuer and the Lenders that:

5.01        Existence,

Qualification and Power. Such Borrower (a) is duly organized or formed, validly existing and, as applicable, 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 as currently conducted, and (ii) execute, deliver and perform its obligations under

the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the

Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification

or license; except in each case referred to in clause (b)(i) or clause (c), to the extent that failure to do so could

not reasonably be expected to have a Material Adverse Effect.

5.02        Authorization;

No Contravention. The execution, delivery and performance by such Borrower of each Loan Document to which such Borrower is party,

have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) contravene the

terms of such Borrower’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 material Contractual Obligation (other than the Loan Documents)

binding upon such Borrower or its properties or any of its Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental

Authority or any arbitral award to which such Borrower or its property is subject, in either case under this clause (b), to the

extent such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any applicable Law in a manner

which could be reasonably expected to have a Material Adverse Effect.

5.03        Governmental

Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental

Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Borrower

of this Agreement or any other Loan Document, other than (a) such as have been obtained or made and are in full force and effect,

or (b) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in

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 such Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding

obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited

by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws and by equitable principles of general application.

5.05        Financial

Statements; No Material Adverse Effect.

(a)            The

Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,

except as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the consolidated financial condition

of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance

with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)            The

unaudited consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter of the Company ending July 31, 2026,

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 consolidated financial condition of the Company and

its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses

(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

January 31, 2026, there has been no event or circumstance, either individually or in the aggregate, that has had or would have a

Material Adverse Effect.

5.06        Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing, at law,

in equity, in arbitration or before any Governmental Authority, by or against the Company or any Subsidiary or against any of their respective

properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions

contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

5.07        No

Default. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this

Agreement or any other Loan Document.

5.08        Ownership

of Property. The Company and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests

in, all real property necessary to the ordinary conduct of its business, except for (a) such defects in title that do not materially

interfere with the Company’s or such Subsidiary’s ability to conduct its business as currently conducted, or (b) where

the failure to have such title or interests could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

5.09        Environmental

Compliance. There are no claims pending, or to any Borrower’s knowledge, threatened, alleging potential liability or responsibility

for violation of any Environmental Law on the Company’s or such Subsidiary’s businesses, operations and properties, in each

case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.10        Insurance.

The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates

of the Company, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles

and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities

where the Company and its Subsidiaries operate.

5.11        Taxes.

The Company and its Subsidiaries have filed all Federal, state and other tax returns and reports required to be filed with an applicable

Governmental Authority, and have paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed

upon them or their properties, income or assets that are due and payable, except (a) those which are being contested in good faith

by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, or (b) to

the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse

Effect. There is no tax assessment proposed in writing (and received by any Borrower) against the Company or any Subsidiary that would,

if made, have a Material Adverse Effect. None of the Borrowers are party to any tax sharing agreement.

5.12        ERISA

Compliance.

(a)            To

the knowledge of each Borrower, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code

and other Federal or state Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code

has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of

the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of

the Code, or an application for such a letter is currently being processed by the IRS, or such Pension Plan is a prototype or volume submitter

plan that is the subject of an opinion or advisory letter from the IRS. To the knowledge of each Borrower, nothing has occurred that would

reasonably be expected to prevent or cause the loss of such tax-qualified status.

(b)            There

are no pending or, to the knowledge of any Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority,

with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction

or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to

result in a Material Adverse Effect.

ERISA Event has occurred; (ii) each 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) neither any Borrower 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; (iv) neither any Borrower nor any

ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no

Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists

that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in

each case under this clause (c), that would result in liability to any Borrower, that individually or in the aggregate, could reasonably

be expected to have a Material Adverse Effect.

5.13        Margin

Regulations; Investment Company Act.

(a)            Such

Borrower is not engaged principally or as one of its important activities, in the business of purchasing or carrying margin stock (within

the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following

the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets

(either of such Borrower only or of the Company and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01

or subject to any restriction contained in any agreement or instrument between such Borrower 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)            No

Borrower is an “investment company”, or a company “controlled” by an “investment company”, within

the meaning of the Investment Company Act of 1940.

5.14        Disclosure.

(a)            No

written report, financial statement, certificate or other written information, other than projected financial information, other forward-looking

information and information of a general economic or industry-specific nature, furnished by or on behalf of any Borrower 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), in each case as of the

date furnished, when taken as a whole, contains any material misstatement of a material fact or omits to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided,

that, with respect to projected financial information and other forward-looking information, such Borrower represents only that

such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time furnished (it being understood

that such information is subject to significant contingencies, and no assurance can be given that the projections will be realized and

that actual results may differ from projected results and that such differences may be material).

(b)            As

of the Closing Date, to the knowledge of the Company, the information included in any Beneficial Ownership Certification delivered to

the Administrative Agent or any Lender, if applicable, is true and correct in all respects.

5.15        Compliance

with Laws. The Company and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions

and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ,

injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (b) the failure to comply

therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.16        Intellectual

Property; Licenses, Etc. The Company and its Subsidiaries own, possess or can acquire on reasonable terms the right to use, all

of the trademarks, service marks, trade names, copyrights, patents and other intellectual property rights that are reasonably necessary

for the operation of their businesses, without conflict with the rights of any other Person to the knowledge of any Borrower, except for

any such failure to own or possess or conflict that would not reasonably be expected to have a Material Adverse Effect.

5.17        Solvency.

Each Borrower individually is, and the Company and its Subsidiaries on a consolidated basis are, Solvent.

5.18        OFAC

Representation. Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of any Borrower, any director, officer,

employee, or controlled affiliate thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or

entities that is, (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated

Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list administered or enforced by the United

Nations Security Council, the European Union, or any European Union member state, or (c) located, organized or resident in a Designated

Jurisdiction. The Company and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable

Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.

5.19        Anti-Corruption

Laws. The Company and its Subsidiaries have conducted their businesses in material compliance with the United States Foreign Corrupt

Practices Act of 1977, the UK Bribery Act of 2010 and other applicable anti-corruption laws and have instituted and maintained policies

and procedures that it believes are reasonably designed to promote and achieve compliance with such laws, in all material respects.

5.20        Affected

Financial Institutions. No Borrower is an Affected Financial Institution.

5.21        Covered

Entities. No Borrower is a Covered Entity.

5.22        Representations

as to Foreign Borrowers.

(a)            Each

Foreign Borrower is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents

to which it is a party (collectively as to such Foreign Borrower, the “Applicable Foreign Borrower Documents”), and

the execution, delivery and performance by such Foreign Borrower of the Applicable Foreign Borrower Documents of such Foreign Borrower

constitute and will constitute private and commercial acts and not public or governmental acts. No Foreign Borrower, nor any of its property,

has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment,

attachment in aid of execution, execution or otherwise) under the Laws of the jurisdiction in which such Foreign Borrower is organized

and existing in respect of its obligations under the Applicable Foreign Borrower Documents of such Foreign Borrower.

(b)            The

Applicable Foreign Borrower Documents of each Foreign Borrower are in proper legal form under the Laws of the jurisdiction in which such

Foreign Borrower is organized and existing for the enforcement thereof against such Foreign Borrower under the Laws of such jurisdiction,

and to ensure the legality, validity, enforceability or admissibility in evidence of the Applicable Foreign Borrower Documents of such

Foreign Borrower. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Applicable

Foreign Borrower Documents of such Foreign Borrower that the Applicable Foreign Borrower Documents of such Foreign Borrower be filed,

registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Borrower

is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Borrower

Documents of such Foreign Borrower or any other document, except for (i) any such filing, registration, recording, execution or notarization

as has been made or is not required to be made until the Applicable Foreign Borrower Document of such Foreign Borrower or any other document

is sought to be enforced and (ii) any charge or tax as has been timely paid.

is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental

Authority in or of the jurisdiction in which any Foreign Borrower is organized and existing either (i) on or by virtue of the execution

or delivery of the Applicable Foreign Borrower Documents of such Foreign Borrower or (ii) on any payment to be made by such Foreign

Borrower pursuant to the Applicable Foreign Borrower Documents of such Foreign Borrower, except as has been disclosed to the Administrative

Agent. It is not required under the Laws of the jurisdiction in which any Foreign Borrower is incorporated or resident to make any deduction

for or on account of Tax from any payment it may make under any Loan Documents.

(d)            The

execution, delivery and performance of the Applicable Foreign Borrower Documents of each Foreign Borrower are, under applicable foreign

exchange control regulations of the jurisdiction in which such Foreign Borrower is organized and existing, not subject to any notification

or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date

(provided, that, any notification or authorization described in clause (ii) shall be made or obtained as soon

as is reasonably practicable).

(e)            The

choice of the law of the State of New York as the governing law of the Loan Documents will be recognized and enforced in each Foreign

Borrower’s jurisdiction of organization and any judgment obtained in New York in relation to a Loan Document will be recognized

and enforced in such Foreign Borrower’s jurisdiction of organization.

(f)            Under

the Laws of the jurisdiction in which each Foreign Borrower is organized it is not necessary that the Loan Documents be filed, recorded

or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation

to the Loan Documents or the transactions contemplated by the Loan Documents.

ARTICLE VI

AFFIRMATIVE

COVENANTS

From the Closing Date and

until the Termination Date:

6.01        Financial

Statements. The Company shall deliver to the Administrative Agent, for distribution to each Lender:

(a)            as

soon as available (but in any event no earlier than the date such items are filed with the SEC), but in any event within ninety (90) days

after the end of each fiscal year of the Company (and commencing with and including the financial statements related to the fiscal year

of the Company ending January 31, 2027), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal

year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance

with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing,

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 (other than any qualification

solely as a result of an impending debt maturity occurring within 12 months of the date of such report and opinion); and

(b)            as

soon as available (but in any event no earlier than the date such items are filed with the SEC), 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 Company (and commencing with and including

the financial statements related to the fiscal quarter of the Company ending October 31, 2026), a consolidated balance sheet of the

Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such

fiscal quarter and for the portion of the Company’s fiscal year then ended, and the related consolidated statements of changes in

shareholders’ equity, and cash flows for the portion of the Company’s fiscal year then ended, in each case setting forth in

comparative form, as applicable, 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, certified by the chief executive officer, chief financial officer (or principal

financial officer with similar responsibilities), treasurer or controller that is a Responsible Officer of the Company as fairly presenting

in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and

its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained

in materials furnished pursuant to Section 6.02(c), the Company shall not be separately required to furnish such information

under Section 6.01(a) or Section 6.01(b), but the foregoing shall not be in derogation of the obligation

of the Company to furnish the information and materials described in Sections 6.01(a) and (b) at the times specified

therein.

6.02        Certificates;

Other Information. The Company shall deliver to the Administrative Agent, for distribution to each Lender:

(a)            concurrently

with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance

Certificate signed by the chief executive officer, chief financial officer (or principal financial officer with similar responsibilities),

treasurer or controller that is a Responsible Officer of the Company, which shall include a certification of compliance with the covenant

set forth in Section 7.07;

(b)            promptly

after any reasonable request by the Administrative Agent, copies of any detailed audit reports or management letters by independent accountants

in connection with the accounts or books of any Borrower, or any audit of any of them;

after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent generally

to the stockholders of any Borrower, acting in such capacity, and copies of all annual, regular, periodic and special reports and registration

statements which such Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange

Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto (including all form 10-K and 10-Q

reports but excluding any Form S-8 or similar form);

(d)            at

least five (5) Business Days prior to such change, notice of any change to any Borrower’s legal name;

(e)            promptly

following any reasonable written request, information and documentation reasonably requested by the Administrative Agent or any Lender

for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including

the PATRIOT Act and the Beneficial Ownership Regulation; and

(f)            promptly,

such additional information regarding (i) the business, financial or corporate affairs of any Borrower, including as may be necessary

for a Lender to ensure compliance with applicable Law, or (ii) compliance with the terms of the Loan Documents, in each case, as

the Administrative Agent or any Lender acting through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered

pursuant to Section 6.01 or Section 6.02 may be delivered electronically and if so delivered, shall be deemed

to have been delivered on the date: (i) on which the Company posts such documents, or provides a link thereto on the Company’s

website on the Internet at the website address listed on Schedule 11.02 (provided, that, the Company shall notify

the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent

by electronic mail electronic versions (i.e., soft copies) of such documents); (ii) on which such documents are posted on the Company’s

behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,

third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative

Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to

be delivered pursuant to Section 6.01(a), Section 6.01(b) or Section 6.02(c), on which such items

have been made available on the SEC website. 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 Company with

any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of

such documents.

Each Borrower hereby acknowledges

that (A) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the

L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”)

by posting the Borrower Materials on Syndtrak, IntraLinks, ClearPar or another similar electronic system (the “Platform”),

and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material

non-public information with respect to the Company 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. Each Borrower hereby agrees:

(1) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”

which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by

marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers,

the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to

the Borrowers or their respective securities for purposes of United States Federal securities laws (provided, that, to the

extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all

Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform that is designated

“Public Investor Side Information”; and (4) the Administrative Agent and the Arrangers shall be entitled to treat any

Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not

designated “Public Investor Side Information.”

6.03        Notices.

The Company shall promptly, but in any event within five (5) Business Days after any Responsible Officer of any Borrower has obtained

knowledge thereof, notify the Administrative Agent (for further distribution to each Lender) of:

(a)            the

occurrence of any Default;

(b)            the

commencement of, or any material development in, any litigation or proceeding affecting the Company or any of its Subsidiaries, in each

case that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

occurrence of any ERISA Event that has resulted or could 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 Company setting forth in reasonable detail

the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto.

6.04        Payment

of Taxes. The Company shall, and shall cause each Subsidiary to, pay and discharge within thirty (30) days of the date the same

shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties, unless

(a) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance

with (and to the extent required by) GAAP are being maintained by the Company or such Subsidiary in connection therewith, or (b) the

failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

6.05        Preservation

of Existence, Etc.

(a)            The

Company shall, and shall cause each Subsidiary to, preserve, renew and maintain in full force and effect its (i) legal existence

(except in a transaction permitted by Section 7.03) and (ii) good standing under the Laws of the jurisdiction of its

organization, except (other than with respect to any Borrower), to the extent that failure to do so could not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(b)            The

Company shall, and shall cause each Subsidiary to: (i) take all reasonable action to maintain all rights, privileges, permits, licenses

and franchises necessary in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected

to have a Material Adverse Effect; and (ii) preserve or renew all of its registered patents, trademarks, trade names and service

marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06        Maintenance

of Properties. The Company shall, and shall cause each Subsidiary to, maintain, preserve and protect all of its properties and

equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty and condemnation

excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07        Maintenance

of Insurance. The Company shall, and shall cause each Subsidiary to, maintain with financially sound and reputable insurance companies

not Affiliates of the Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured

against by Persons engaged in the same or similar business, 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.

6.08        Compliance

with Laws. The Company shall, and shall cause each Subsidiary to, comply with the requirements of all Laws, including Environmental

Laws, and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which

(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently

conducted, or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09        Books

and Records. The Company shall, and shall cause each Subsidiary to, maintain books of record and account in material conformity

with GAAP and in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over

the Company or such Subsidiary.

6.10        Inspection

Rights. The Company shall, and shall cause each Subsidiary to, permit representatives and agents of the Administrative Agent to

visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts

therefrom, and to discuss its affairs, finances and accounts with its Responsible Officers, and independent public accountants (provided,

that, the Company may, if it so chooses, be present at or participate in any such discussion), at reasonable times during normal

business hours, upon reasonable advance written notice to the Company; provided, that, such visits shall be at the expense

of the Administrative Agent and the Lenders and shall, unless an Event of Default has occurred and is continuing at such time, be limited

to no more than once in any calendar year; provided, further, that, notwithstanding anything to the contrary herein,

the Company shall not be required to disclose, permit the inspection, examination or making of copies of or abstracts from, or discuss

any document, information, or other matter: (a) that constitutes non-financial trade secrets or non-financial proprietary information;

or (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors)

(i) is prohibited by applicable Law, (ii) would violate any attorney-client privilege, or (iii) would violate any obligation

of confidentiality binding on the Company (to the extent not created in contemplation of the Company’s obligations under this Section 6.10);

provided, that, the Company shall notify the Administrative Agent that certain privileged or confidential information is

not being provided.

6.11        Use

of Proceeds. The Company shall, and shall cause each Subsidiary to, use the proceeds of the Credit Extensions for working capital

and other lawful corporate purposes (including to finance Acquisitions) not in contravention of any applicable Law or of any Loan Document.

6.12        Sanctions

and Anti-Corruption Laws. The Company shall, and shall cause each Subsidiary to, conduct its businesses in material compliance

with applicable Sanctions and the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption

legislation in other jurisdictions, and maintain policies and procedures that it reasonably believes are designed to promote and achieve

compliance with such Laws and Sanctions.

ARTICLE VII

NEGATIVE

COVENANTS

From the Closing Date and

until the Termination Date:

7.01        Liens.

The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien

upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)            Liens

existing on the Closing Date and listed on Schedule 7.01, and any modifications, replacements, renewals or extensions thereof;

provided, that, the amount of Indebtedness or other obligations secured by such Liens is not increased at the time of such

modification, replacement, renewal or extension, except by an amount equal to a reasonable premium or other reasonable amount paid, and

fees and expenses reasonably incurred, in connection with any such modification, replacement, renewal or extension of the underlying Indebtedness

or by an amount equal to any existing commitments unutilized under the underlying Indebtedness;

(b)            Liens

(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) that are not overdue for a period

of more than thirty (30) days, or (ii) 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;

and ordinary course contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other

Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided,

that, such Liens secure only amounts not overdue for a period of more than thirty (30) days or, if due and payable, are (i) unfiled

and no other action has been taken to enforce the same, or (ii) are being contested in good faith by appropriate proceedings for

which adequate reserves determined in accordance with GAAP have been established;

(d)            (i) Liens

incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security

legislation, other than (A) any Lien imposed by ERISA, and (B) Liens in the ordinary course of business securing liability for

reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Company,

and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar

instruments posted with respect to the items described in clause (d)(i) above;

(e)            (i) pledges

or deposits to secure the performance of bids, trade contracts, government contracts, performance bonds and leases (other than Indebtedness),

statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the

ordinary course of business, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds,

performance bonds or similar instruments posted with respect to the items described in clause (e)(i) above;

(f)            easements,

rights of way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges

or encumbrances affecting, and minor title deficiencies on or with respect to, real property which, in the aggregate, 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 Company and its Subsidiaries;

(g)            Liens

securing judgments (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);

(h)            leases,

subleases, licenses or sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material

respect with the business of the Company and its Subsidiaries;

(i)            (i) any

interest of title of a lessor under operating leases permitted by this Agreement, and (ii) purported Liens evidenced by the filing

of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating

to operating leases permitted by this Agreement or consignment or bailee arrangements entered into in the ordinary course of business;

(j)             normal

and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions and banker’s liens, rights

of setoff upon deposits of cash or other financial assets or similar rights and remedies (i) in favor of banks or other depository

institutions not granted in connection with the issuance of Indebtedness, or (ii) in connection with commodity trading or other brokerage

accounts incurred in the ordinary course of business;

(k)            Liens

of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(l)            (i) Liens

of sellers of goods to the Company and its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions

of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such

goods and related expenses, and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements

for the sale of any assets or property in the ordinary course of business;

(m)            Liens

securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar

agreements entered into in the ordinary course of business of the Company and its Subsidiaries;

(n)            Liens

in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation

of goods;

(o)            Liens

with respect to any Cash Collateral provided by any Borrower pursuant to any Loan Document;

(p)            any

Lien existing on property (and the proceeds thereof) existing at the time of its acquisition; provided, that, such Lien

was not created in contemplation of such acquisition;

(q)            Liens

solely on cash earnest money deposits made by any Borrower in connection with any letter of intent or purchase agreement;

(r)            rights

of first refusal, put, call and similar rights arising in connection with repurchase agreements;

(s)            Liens

on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(t)            Liens

securing obligations under any Swap Contract not entered into for speculative purposes;

(u)            Liens

on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(v)            Liens

consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property;

(w)            Liens

on cash collateral to secure obligations of the Borrowers, so long as the aggregate amount of such cash collateral does not exceed $50,000,000

at any time;

(x)            Liens

on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of credit and banker’s

acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of business;

(y)            Liens

on assets to be sold by the Company or any Subsidiary pursuant to an agreement entered into for the disposition of such assets, pending

the closing of such disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly)

the repayment of any Indebtedness;

(z)            Liens

securing Indebtedness permitted by Section 7.02(k); provided, that, (i) such Liens do not at any time encumber

any property other than property financed by such Indebtedness (together with any accessions thereto and proceeds thereof), and (ii) such

Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof; and

(aa)          Liens

securing Priority Indebtedness permitted by Section 7.02(m).

7.02        Indebtedness.

The Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist

any Indebtedness, except:

(a)            Indebtedness

under the Loan Documents;

(b)            Indebtedness

existing on the Closing Date as set forth on Schedule 7.02 (and any Permitted Refinancing thereof);

(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 and not for purposes of speculation or taking a “market view;”

(d)            Indebtedness

owed to the Company or any Subsidiary;

(e)            (i) Indebtedness

of a Person that becomes a Subsidiary after the Closing Date; provided, that, such Indebtedness exists at the time such

Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; and (ii) any

Permitted Refinancing of any Indebtedness specified in Section 7.02(e)(i);

(f)            Indebtedness

(i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal,

performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business, and (ii) in respect

of any letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items;

(g)            obligations

incurred in respect of cash management services, netting services, overdraft protection and similar arrangements, in each case in the

ordinary course of business;

(h)            Indebtedness

consisting of the financing of insurance premiums;

(i)            Indebtedness

(including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments with respect

to such Indebtedness) incurred in respect of workers compensation claims, unemployment insurance (including premiums related thereto),

other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;

(j)            Indebtedness

representing deferred compensation to directors, officers, employees, members of management, managers, and consultants of such Subsidiary

in the ordinary course of business;

(k)            Indebtedness

in respect of Capitalized Finance Leases, Synthetic Lease Obligations and purchase money obligations or other obligations, incurred to

finance the purchase, development or improvement of fixed or capital assets, and renewals, replacements, refinancings and extensions thereof;

provided, that, such Indebtedness when incurred shall not exceed the purchase price or development or improvement cost of

the asset(s) financed and the reasonable, related fees, premium, and expenses and financing costs;

(l)            other

unsecured Indebtedness of the Company; and

(m)          Priority

Indebtedness; provided, that, the aggregate outstanding principal amount of such Priority Indebtedness shall not at any

time exceed the greater of (i) $1,600,000,000, and (ii) an amount equal to ten percent (10%) of Consolidated Total Assets at

such time (determined as of the end of the most recent fiscal quarter of the Company for which financial statements have been delivered

pursuant to Section 6.01(a) or Section 6.01(b) or, in the case of any such determination to be made

prior to the delivery of financial statements for the fiscal quarter of the Company ended October 31, 2026, determined with reference

to the Audited Financial Statements).

7.03        Fundamental

Changes. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate

with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the

assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to or in favor of any Person,

except that, so long as no Default exists or would result therefrom: (a) any Subsidiary (other than any Designated Borrower) may

merge or consolidate with and into the Company, so long as the Company shall be the continuing or surviving Person of such merger or consolidation;

(b) any Subsidiary (other than any Designated Borrower) may merge or consolidate with or into any other Subsidiary (other than any

Designated Borrower), so long as a Subsidiary is the continuing or surviving Person of such merger or consolidation; (c) any Subsidiary

(other than any Designated Borrower) may merge or consolidate with or into any other Person; provided, that, (i) if

such merger or consolidation involves the Company, the Company shall be the continuing or surviving Person, and (ii) such merger

or consolidation does not result in the Disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken

as a whole; and (d) any Subsidiary (other than any Designated Borrower) may dissolve or liquidate; provided, that,

(i) such dissolution or liquidation does not result in the Disposition of all or substantially all of the assets of the Company and

its Subsidiaries, taken as a whole, and (ii) such dissolution or liquidation could not reasonably be expected to have a Material

Adverse Effect.

7.04         Change

in Nature of Business. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, engage in any material

line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the Closing Date

or any business reasonably related, ancillary, complementary or incidental thereto.

7.05        [Reserved].

7.06        Use

of Proceeds. The Company shall not, nor shall it permit any Subsidiary to, use the proceeds of any Credit Extension, whether directly

or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation

U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally

incurred for such purpose.

7.07        Financial

Covenant. The Company shall not permit the Consolidated Leverage Ratio, as of the end of any fiscal quarter of the Company for

the four quarter period ending on such date, to be greater than 3.50 to 1.0; provided, that, upon the occurrence of a Qualified

Acquisition, for each of the four fiscal quarters of the Company immediately following such Qualified Acquisition (including the fiscal

quarter of the Company in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”),

the ratio set forth above shall be increased to 4.50 to 1.0; provided, further, that, (a) the Company may terminate

a Leverage Increase Period at any time by written notice to the Administrative Agent and, upon the expiration or termination of a Leverage

Increase Period, the maximum Consolidated Leverage Ratio shall be reduced to 3.50 to 1.0 until the Company subsequently consummates another

Qualified Acquisition (whereupon a new Leverage Increase Period may be commenced as provided above, subject to the conditions set forth

in this proviso), (b) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, (c) for

at least two (2) fiscal quarters of the Company immediately following the expiration or termination of each Leverage Increase Period,

the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.50 to 1.0 prior to giving effect to

another Leverage Increase Period pursuant to the immediately preceding proviso, and (d) each Leverage Increase Period shall only

apply with respect to the calculation of the Consolidated Leverage Ratio for purposes of determining compliance with this Section 7.07

and not for any other purpose.

7.08        Sanctions.

The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, use the proceeds of any Credit Extension, or lend,

contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any

activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the

subject or target of Sanctions, in each of the foregoing cases to the extent such use of proceeds or the funding of such activities, business,

individual or entity, as the case may be, violates any Sanction, or in any other manner that will result in a violation by any individual

or entity (including any individual or entity participating in the transaction contemplated hereby, whether as Lender, Arranger, Administrative

Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.

7.09        Anti-Corruption

Laws. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, use 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.

ARTICLE VIII

EVENTS

OF DEFAULT AND REMEDIES

8.01        Events

of Default. Any of the following shall constitute an “Event of Default”:

(a)            Non-Payment.

Any Borrower fails to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal

of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, (ii) within three (3) Business

Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder, or (iii) within five (5) Business

Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)            Specific

Covenants. Any Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),

Section 6.05 (with respect to the preservation of any Borrower’s legal existence), Section 6.11 or Article VII;

Defaults. Any Borrower fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or

Section 8.01(b)) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty

(30) days after the Company’s receipt of written notice of such failure from the Administrative Agent or any Lender; or

(d)            Representations

and Warranties. Any representation, warranty or certification made or deemed made by any Borrower herein, in any other Loan Document,

or in any document delivered in connection herewith or therewith, shall be incorrect in any material respect (or in any respect if already

qualified by materiality or “Material Adverse Effect”) when made or deemed made; or

(e)            Cross-Default.

(i) The Company or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,

acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations and Indebtedness under Swap Contracts)

having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under

any combined or syndicated credit arrangement) of more than the Threshold Amount, and such failure is not waived and continues beyond

any cure period provided therein, 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, in each case, beyond the applicable grace period,

if any, provided therefor, or any other event occurs, the effect of which is to cause, or to permit the holder or holders of such Indebtedness

(or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded

or to become due and payable or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,

prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, and such failure or demand is not waived; 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

as defined in such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract)

that is not waived and continues beyond any cure period provided therein, or (B) any Termination Event (as defined in such Swap Contract)

under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either

event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)            Insolvency

Proceedings, Etc. The Company or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor

Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,

custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,

trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without its application or consent of such

Person and the appointment continues undischarged or unstayed for sixty (60) consecutive calendar days; or any proceeding under any Debtor

Relief Law relating to the Company or such Material Subsidiary or to all or any material part of its property is instituted without the

consent of such Person and continues undismissed, unstayed, unvacated and unbonded for sixty (60) consecutive calendar days, or an order

for relief is entered in any such proceeding which order is not stayed; or

(g)            Inability

to Pay Debts. The Company or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its

debts as they become due; or

(h)            Judgments.

There is entered against the Company or any Material Subsidiary any one or more final judgments or orders for the payment of money which

in the aggregate exceed the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does

not dispute coverage) and (i) enforcement proceedings are commenced by any creditor upon such judgment or order (and such execution

shall not be paid, bonded or effectively stayed), or (ii) there is a period of sixty (60) consecutive days during which a stay of

enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)            ERISA.

(i) An ERISA Event occurs with respect to a Pension Plan or a Multiemployer Plan which has resulted in liability of any Borrower

under Title IV of ERISA to the Pension Plan or Multiemployer Plan or the PBGC in an aggregate amount that could reasonably be expected

to have a Material Adverse Effect, or (ii) any 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 that could reasonably be expected to have a Material Adverse Effect; or

(j)            Invalidity

of the Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason

other than as expressly permitted hereunder or thereunder or the occurrence of the Termination Date, ceases to be in full force and effect;

or any Borrower contests in writing or pursuant to judicial proceedings the validity or enforceability of any material provision of any

Loan Document; or any Borrower denies in writing that it has any or further liability or obligation under any Loan Document (other than

by reason of the occurrence of the Termination Date), or purports to revoke, terminate or rescind any material provision of any Loan Document;

(k)            Change

of Control. There occurs any Change of Control.

8.02        Remedies

Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or

may, with the consent of, the Required Lenders, by prior written notice to the Company (other than with respect to an Event of Default

pursuant to Section 8.01(f), which shall require no prior written notice), take any or all of the following actions:

(a)            declare

the commitments of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon

such commitments and obligations 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 each Borrower;

that the Company Cash Collateralize the L/C Obligations (in an amount otherwise required by this Agreement); and

(d)            exercise

on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the

Loan Documents;

provided, that, upon the occurrence

of the entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each

Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal

amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation

of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further

act of the Administrative Agent or any Lender.

8.03        Application

of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become

immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso

to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.15

and Section 2.16 be applied by the Administrative Agent in the following order:

First, to

payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements

of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity

as such;

Second, to

payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter

of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders

and the L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described

in this clause Second payable to them;

Third, to

payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Disbursements

and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause

Third payable to them;

Fourth, to

(a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Disbursements, and (b) Cash

Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise

Cash Collateralized by the Company pursuant to Section 2.03(q) and Section 2.15, in each case, ratably among

the Administrative Agent, the Lenders and the L/C Issuers, in proportion to the respective amounts described in this clause Fourth

payable to them; and

Last, the

balance, if any, after the occurrence of the Termination Date, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(q) and

Section 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth

above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral

after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,

if any, in the order set forth above.

ARTICLE IX

ADMINISTRATIVE

AGENT

9.01         Appointment

and Authority. Each of the Lenders and the L/C Issuers hereby irrevocably appoints Wells Fargo 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 (other than Section 9.06) are solely for the benefit of

the Administrative Agent, the Lenders and the L/C Issuers, and no Borrower shall have rights as a third-party beneficiary of any of such

provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other

similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations

arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom and is intended to create

or reflect only an administrative relationship between contracting parties.

9.02         Rights

as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as

a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”

or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving

as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money

to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business

with the Company 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. Neither the Administrative Agent nor any Arranger shall 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, neither the Administrative Agent nor any Arranger:

(a)            shall

be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)            shall

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; or

except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and neither the Administrative Agent

nor any Arranger shall be liable for the failure to disclose, to any Lender or any L/C Issuer any credit or other information concerning

the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates

that is communicated to, or in the possession of, the Administrative Agent or such Arranger in any capacity, except for notices, reports

and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.

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 Section 11.01 and Section 8.02),

or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final

and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing

such Default is given to the Administrative Agent by a Borrower, a Lender or an L/C Issuer.

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 (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the

contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) 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, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any

other agreement, instrument or document, or (E) 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.

Neither the Administrative Agent nor any of its

Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance

with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative

Agent shall not ‎(i) be obligated to ascertain, monitor or inquire as to whether any Lender, any Participant, or any prospective

Lender or prospective Participant, is a Disqualified ‎Institution, or (ii) have any liability with respect to or arising out

of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Institution.

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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, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction

of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer

unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of

such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel

(who may be counsel for the Borrowers), 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.

9.05        Delegation

of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under

any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any

such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.

The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent

and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided

for herein 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 nonappealable 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)            The

Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any

such notice of resignation, the Required Lenders shall have the right, with the consent of the Company (such consent (i) not to be

unreasonably withheld or delayed, and (ii) not being required to the extent an Event of Default under Section 8.01(a),

Section 8.01(f) or Section 8.01(g) has occurred and is continuing), to appoint a successor, which shall

be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor

shall have been so appointed by the Required Lenders and shall have accepted such appointment within 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 and the Company)

(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf

of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above (including consent

of the Company, if applicable); provided, that, in no event shall any successor Administrative Agent be a Defaulting Lender

or a Disqualified Institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with

such notice on the Resignation Effective Date.

(b)            If

the Person serving as Administrative Agent is a Defaulting Lender at such time pursuant to clause (d) of the definition thereof,

the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to such Person, and, in each case, with the

consent of the Company (such consent (i) not to be unreasonably withheld or delayed, and (ii) not being required to the extent

an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred

and is continuing), remove such Person as Administrative Agent and appoint a successor. If no such successor shall have been so appointed

by the Required Lenders (with the consent of the Company, if applicable) and shall have accepted such appointment within thirty (30) days

(or such earlier day as shall be agreed by the Required Lenders and the Company) (the “Removal Effective Date”), then

such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

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effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any

collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the

retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative

Agent is appointed), and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative

Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be

made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative

Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor

shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent

(other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the

retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring

or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents

(if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative

Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the

retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of

this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent,

its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while

the retiring or removed Administrative Agent was acting as Administrative Agent, and (B) after such resignation or removal for as

long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions

taken in connection with transferring the agency to any successor Administrative Agent.

(d)            Any

resignation or removal by Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as an

L/C Issuer and the Swing Line Lender. If Wells Fargo resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and

duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation

as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Committed Revolving

Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(f). If Wells Fargo

resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing

Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make

Committed Revolving Loans that are Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

Upon the appointment by the Company of a successor L/C Issuer or successor Swing Line Lender hereunder (which successor shall in all cases

be a Lender other than a Defaulting Lender and the consent of such Lender shall be required for such appointment), (i) such successor

shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or the retiring Swing

Line Lender, as applicable, (ii) the retiring L/C Issuer and the retiring Swing Line Lender shall be discharged from all of their

respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue Letters

of Credit in substitution for the Letters of Credit issued by such retiring L/C Issuer, if any, outstanding at the time of such succession

or make other arrangements reasonably satisfactory to Wells Fargo to effectively assume the obligations of Wells Fargo with respect to

such Letters of Credit.

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9.07         Non-Reliance

on Administrative Agent, the Arrangers and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that neither

the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or

any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company or any

Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender

or any L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in

their (or their respective Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent

and each Arranger that it has, independently and without reliance upon the Administrative Agent, such Arranger, any other Lender or any

of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis

of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness

of the Company and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby,

and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer

also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any

of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue

to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other

Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems

necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of

the Company and its Subsidiaries. Each Lender and each L/C Issuer represents and warrants that (a) the Loan Documents set forth the

terms of a commercial lending facility, and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course

and is entering into this Agreement as a Lender or an L/C Issuer for the purpose of making, acquiring or holding commercial loans and

providing other facilities set forth herein as may be applicable to such Lender or such L/C Issuer, and not for the purpose of purchasing,

acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention

of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make,

acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C

Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or

to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

9.08         No

Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, joint bookrunners or syndication agent

listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,

except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

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9.09         Administrative

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial

proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall

then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall

have made any demand on such Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)            to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and

all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the

claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements

and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts

due the Lenders, the L/C Issuers and the Administrative Agent under Section 2.03(l), Section 2.03(m), Section 2.09

and Section 11.04) allowed in such judicial proceeding; and

(b)            to

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

and any custodian, receiver, assignee, trustee,

liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer

to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such

payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation,

expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 2.09 and Section 11.04.

Nothing contained herein shall

be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer

any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer

to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

9.10        Collateral

Matters. The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,

to release the Cash Collateral and any Lien thereon in accordance with the terms and conditions set forth in Section 2.15.

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 any Borrower, that at least one of the following is and will be true:

(i)            such

Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit

Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters

of Credit, the Commitments or this Agreement;

(ii)            the

transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent

qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),

PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption

for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined

by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and

performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

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(iii)            (A) such

Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE

84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate

in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements

of sub-sections (b) through (g) of Part I of PTE 84-14, and (D) to the best knowledge of such Lender, the requirements

of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,

administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iv)           such

other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and

such Lender.

(b)            In

addition, unless either (i) clause (i) in the immediately preceding clause (a) is true with respect to a

Lender, or (ii) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in

the immediately preceding clause (a), such Lender further (A) represents and warrants, as of the date such Person became a

Lender party hereto, to, and (B) 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

any Borrower, 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 Letters of Credit, the Commitments and this Agreement

(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Loan

Document or any documents related hereto or thereto).

9.12        Recovery

of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes

a payment hereunder in error to any Lender Party, whether or not in respect of an Obligation due and owing by any Borrower at such time,

where such payment is a Rescindable Amount, then in any such event, each Lender Party receiving a Rescindable Amount severally agrees

to repay to the Administrative Agent, promptly, but in all events no later than one Business Day thereafter, the Rescindable Amount received

by such Lender Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such

Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. Each Lender

Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise

claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation

to return any Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly upon determining that any payment made

to such Lender Party comprised, in whole or in part, a Rescindable Amount.

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ARTICLE X

CONTINUING GUARANTY

10.01       Guaranty.

The Company hereby absolutely and unconditionally guarantees, as 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, as

a mandatory cash collateralization, upon demand or otherwise, and at all times thereafter, of any and all Obligations of the Designated

Borrowers (the “Guaranteed Obligations”); provided, that, the liability of the Company 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 portion 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 Borrower under any Debtor Relief Laws. The Administrative

Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding,

and shall be binding upon the Company, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. 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 obligations of the Company under

this Guaranty, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any

or all of the foregoing.

10.02      Rights

of Lenders. The Company consents and agrees that the Administrative Agent, L/C Issuers and Lenders may, at any time and from time

to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof, amend, extend, renew,

compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof.

Without limiting the generality of the foregoing, the Company consents to the taking of, or failure to take, any action which might in

any manner or to any extent vary the risks of the Company under this Guaranty or which, but for this provision, might operate as a discharge

of the Company.

10.03      Certain

Waivers. The Company waives: (a) any defense arising by reason of any disability or other defense of any Designated Borrower,

or the cessation from any cause whatsoever (including any act or omission of any of the Administrative Agent, any L/C Issuer or any Lender)

of the liability of any Designated Borrower; (b) any defense based on any claim that the Company’s obligations exceed or are

more burdensome than those of any Designated Borrower; (c) the benefit of any statute of limitations affecting the Company’s

liability hereunder; (d) any right to proceed against any Designated Borrower, or pursue any other remedy in the power of any of

the Administrative Agent, any L/C Issuer or any Lender whatsoever; and (e) 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.

The Company expressly waives 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence

of new or additional Guaranteed Obligations.

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10.04      Obligations

Independent. The obligations the Company hereunder are those of primary obligor, and not merely as surety, and are independent

of the Guaranteed Obligations, and a separate action may be brought against the Company to enforce this Guaranty whether or not any other

Borrower or any other Person is joined as a party.

10.05      Subrogation.

The Company shall not 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 Termination Date has occurred. If any amounts are paid to the Company in violation of the foregoing

limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent, L/C Issuers and Lenders and shall forthwith

be paid to such to reduce the amount of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.

10.06      Termination;

Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing

and shall remain in full force and effect until the 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 Company or any Designated Borrower is made,

or any of the Administrative Agent, any L/C Issuer or any Lender 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 Administrative Agent, any L/C Issuer or any Lender

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 Administrative Agent,

the L/C Issuers or the Lenders are in possession of or have released this Guaranty and regardless of any prior revocation, rescission,

termination or reduction. The obligations of the Company under this Section 10.06 shall survive termination of this Guaranty

and the Termination Date.

10.07      Stay

of Acceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any

case commenced by or against the Company or any Designated Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall

nonetheless be payable by the Company immediately upon demand by the Administrative Agent, the L/C Issuers or the Lenders.

10.08      Condition

of the Designated Borrowers. The Company acknowledges and agrees that it has the sole responsibility for, and has adequate means

of, obtaining from the Designated Borrowers such information concerning the financial condition, business and operations of the Designated

Borrowers as the Company requires, and that none of the Administrative Agent, any L/C Issuer or any Lender has any duty, and the Company

is not relying on any such Person, at any time, to disclose to it any information relating to the business, operations or financial condition

of the Designated Borrowers (the Company waiving any duty on the part of the Administrative Agent, any L/C Issuer or any Lender to disclose

such information and any defense relating to the failure to provide the same).

10.09      Subordination.

The Company hereby subordinates the payment of all obligations and indebtedness of any Designated Borrower owing to the Company, whether

now existing or hereafter arising, including but not limited to any obligation of any Designated Borrower to the Company as subrogee of

the Administrative Agent, the L/C Issuers and the Lenders or resulting from the Company’s performance under this Guaranty, to the

indefeasible payment in full in cash of all Guaranteed Obligations; provided, that, notwithstanding the foregoing, nothing

shall prevent payment by any Designated Borrower in respect of any such obligations and indebtedness in the ordinary course so long as

no Event of Default shall have occurred and be continuing. If the Administrative Agent, the L/C Issuers and the Lenders so request after

the occurrence and during the continuance of an Event of Default, any such obligation or indebtedness of any Designated Borrower to the

Company shall be enforced and performance received by the Company as trustee for the Administrative Agent, the L/C Issuers and the Lenders

and the proceeds thereof shall be paid over to the Administrative Agent, the L/C Issuers and the Lenders on account of the Guaranteed

Obligations, but without reducing or affecting in any manner the liability of the Company under this Guaranty.

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ARTICLE XI

MISCELLANEOUS

11.01       Amendments,

Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by

any Borrower therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent

of the Required Lenders) and such Borrower, 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, that, no

such amendment, waiver or consent shall:

(a)            extend

the expiry date of, 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, modification or amendment of, or consent to

departure from, any condition precedent set forth in Section 4.02 or of any Default, representation or warranty or covenant,

or a mandatory prepayment of, or mandatory reduction in, Commitments is not considered an extension or increase in the Commitment of any

Lender);

(b)            postpone

any date fixed by this Agreement or any other Loan Document for any payment (other than any mandatory prepayment) of principal, interest,

fees or other amounts due to the Lenders (or any of them) without the written consent of each Lender directly affected thereby;

the principal of, or the rate of interest specified herein on, any Loan or L/C Disbursement or (subject to clause (iv) of

the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without

the written consent of each Lender directly affected thereby; provided, that, only the consent of the Required Lenders shall

be necessary to (i) amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest,

Letter of Credit Fees or other amounts at the Default Rate, or (ii) amend any financial covenant hereunder (or any defined term used

therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or any L/C Disbursement or to reduce

any fee payable hereunder;

(d)            change

Section 2.12(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of

payments or order of priority required thereby without the written consent of each Lender directly affected thereby;

(e)            change

any provision of clauses (a) through (i) of this proviso or the definition of “Required Lenders” or

any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder

or make any determination or grant any consent hereunder without the written consent of each Lender;

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(f)             release

the Company (from its obligations as a Borrower or as a guarantor hereunder) without the written consent of each Lender;

(g)            release

any Designated Borrower, except in connection with the termination of such Designated Borrower’s status as such under Section 2.18,

without the written consent of each Lender;

(h)            amend

Section 1.09 or the definition of “Alternative Currency” without the written consent of each Lender; or

(i)             subordinate,

or have the affect of subordinating, the Obligations to any other Indebtedness or other obligations without the written consent of each

Lender directly affected thereby;

provided, further, that,

notwithstanding anything herein to the contrary: (i)(A) no amendment, waiver or consent shall, unless in writing and signed by the

applicable L/C Issuer in addition to the Lenders required above, directly or adversely affect the rights or duties of such L/C Issuer

under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, and (B) the L/C Commitment

of any L/C Issuer may be modified as contemplated by the definition of “L/C Commitment”; (ii) no amendment, waiver or

consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, directly or adversely

affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in

writing and signed by the Administrative Agent in addition to the Lenders required above, directly or adversely affect the rights or duties

of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges

thereunder waived, in a writing executed only by the parties thereto; (v) 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, 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, that by its terms affects any Defaulting Lender disproportionately adversely relative to other

affected Lenders shall require the consent of such Defaulting Lender; (vi) 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; (vii) the Required Lenders

shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and

such determination shall be binding on all of the Lenders; (viii) [reserved]; (ix) in order to effect any extension in accordance

with Section 2.17, this Agreement and any other Loan Document may be amended for such purpose (but solely to the extent necessary

to effect such extension and otherwise in accordance with Section 2.17 (which may include, for the avoidance of doubt, amendments

to the definition of “Maturity Date”)) by the Borrowers, the Administrative Agent and each lender extending its Maturity Date;

(x) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative

Agent, each Borrower, and the relevant Lenders providing such additional credit facilities (A) to add one or more additional credit

facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and

fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Committed Revolving Loans

and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination

of the Required Lenders, and (B) to change, modify or alter any provision hereof relating to the pro rata sharing of payments among

the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause

(x); (xi) to the extent permitted pursuant to Section 1.09, this Agreement may be amended solely to (A) add

additional currency options for Committed Revolving Loans and the applicable interest rates (and applicable adjustments, if any) with

respect thereto with the written consent of the Administrative Agent and each Borrower, and (B) add additional currency options for

Letters of Credit with the written consent of the Administrative Agent, each L/C Issuer, and each Borrower; (xii) to the extent permitted

by Section 1.10(b) or Section 1.10(c), this Agreement may be amended to make such reasonable changes of construction

as the Administrative Agent may from time to time specify; (xiii) this Agreement may be amended by each Borrower, the applicable

Applicant Borrower, and the Administrative Agent to add such provisions as are deemed necessary, in the sole discretion of the Administrative

Agent, to facilitate the addition of any Designated Borrower designated pursuant to Section 2.18; (xiv) the Administrative

Agent (and, if applicable, the Company) may, without the consent of any Lender, enter into amendments or modifications to this Agreement

or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Conforming

Changes or otherwise effectuate the terms of Section 3.03(c) in accordance with the terms of Section 3.03(c);

(xv) the L/C Commitment of any L/C Issuer may be terminated by the Administrative Agent and such L/C Issuer in connection with the

resignation of such L/C Issuer pursuant to this Agreement; (xvi) if following the Closing Date, the Administrative Agent and the

Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement

or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Company shall be permitted

to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such

amendment shall become effective without any further action or consent of any other party to this Agreement; (xvii) this Agreement

may be amended or amended and restated without the consent of any Lender (but with the consent of the Borrowers and the Administrative

Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement

(as so amended or amended and restated), the Commitment of such Lender shall have terminated, such Lender shall have no other commitment

or other obligation hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to such Lender

(or accrued for its account) under this Agreement and the other Loan Documents; and (xviii) the Administrative Agent shall have the

right, from time to time, to make Conforming Changes and any amendments implementing such Conforming Changes will become effective without

any further action or consent of any other party to this Agreement or any other Loan Document, so long as, with respect to any such amendment

effected, the Administrative Agent shall promptly notify the Company and the Lenders of the effectiveness thereof.

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11.02      Notices;

Effectiveness; Electronic Communication.

(a)            Notices

Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided

in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered

by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all

notices and other communications expressly permitted hereunder to be given by telephone may be made to the applicable telephone number,

as follows:

(i)             if

to the Borrowers, the Administrative Agent, Wells Fargo in its capacity as an L/C Issuer, or the Swing Line Lender, to the address, facsimile

number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii)            if

to any other Lender (including such Lender in its capacity as an L/C Issuer), to the address, facsimile number, electronic mail address

or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated

by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information

relating to the Borrowers).

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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 facsimile shall be deemed to have been given when sent (except that, if not given during normal business

hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices

and other communications delivered through electronic communications to the extent provided in clause (b) below, shall be

effective as provided in such clause (b).

(b)            Electronic

Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic

communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative

Agent; provided, that, the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II

if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under

such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuers and the Borrowers each

agree hereunder to accept notices and other communications to it hereunder by (x) email sent to its electronic email address set

forth in Schedule 11.02 (or, in the case of an L/C Issuer other than Wells Fargo, as set forth in the Administrative Questionnaire

provided by such L/C Issuer) (in each case, as may be updated by written notice to the other parties hereto), or (y) other electronic

communications pursuant to procedures approved by it; provided, that, approval of such procedures may be limited to particular

notices or communications.

Unless the Administrative

Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s

receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,

return e-mail or other written acknowledgement), and (ii) notices and other communications posted to an Internet or intranet website

shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause

(i) of notification that such notice or communication is available and identifying the website address therefor; provided that,

for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business

hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business

Day for the recipient.

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”) or the Borrowers or their Related Parties have any liability

to the Agent Parties, any Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses

of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’ 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 Borrowers, the Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address,

facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender

may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company, the Administrative

Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time

to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number

and electronic mail address to which notices and other communications may be sent, and (ii) accurate wire instructions for such Lender.

Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected

the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable

such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including

United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public

Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or

their respective securities for purposes of United States Federal or state securities Laws.

(e)            Reliance

by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely

and act upon any notices (including telephonic notices, Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly

given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were

not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,

varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related

Parties from all losses, reasonable costs and expenses, and liabilities resulting from the reliance by such Person on each notice purportedly

given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may

be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03      No

Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and

no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall

any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and

not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to

the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other

Loan Documents against the Borrowers shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement

shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit

of all the Lenders and all of the L/C Issuers; provided, that, the foregoing shall not prohibit (a) the Administrative

Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)

hereunder and under the other Loan Documents, (b) each L/C Issuer or the Swing Line Lender from exercising the rights and remedies

that inure to its benefit (solely in its capacity as an L/C Issuer or the Swing Line Lender, as the case may be) hereunder and under the

other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms

of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during

the pendency of a proceeding relative to any Borrower under any Debtor Relief Law; 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 Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative

Agent and its Affiliates in connection with the syndication of the credit facility 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) (limited, in the case

of any fees and expenses of legal counsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges of (A) one

primary counsel for the Administrative Agent, and (B) if reasonably necessary, one firm of local counsel retained by the Administrative

Agent in each relevant material jurisdiction and one firm of specialty counsel in each relevant specialty), (ii) all reasonable and

documented out-of-pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal, reinstatement or extension

of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred

by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements

of any counsel for the Administrative Agent, any Lender or any L/C Issuer) in connection with the enforcement or protection of its rights

(A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection

with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred

during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)            Indemnification

by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer,

and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and

hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in the case of any

fees and expenses of legal counsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of

primary counsel for all Indemnitees, taken as a whole, and if reasonably necessary, one firm of local counsel for all Indemnitees, taken

as a whole, in each relevant material jurisdiction, and, if reasonably necessary, one firm of specialty counsel for all Indemnitees, taken

as a whole, in each relevant specialty, and solely in the case of an actual or perceived conflict of interest, one additional firm of

counsel to each group of affected Indemnitees, similarly situated and taken as a whole) incurred by any Indemnitee or asserted against

any Indemnitee by any Person (including any Borrower) or 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 (including any Indemnitee’s

reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably

believes is made by any Responsible Officer of the applicable Borrower), the performance by the parties hereto of their respective obligations

hereunder or thereunder, 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 Letter of Credit or the use or proposed use of

the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents

presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged

presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any

Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,

investigation 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 a Borrower, 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 (A) are

found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (1) the gross negligence, bad

faith or willful misconduct of such Indemnitee (or any Related Indemnified Party of such Indemnitee), or (2) a material breach of

such Indemnitee’s obligations under this Agreement or any other Loan Document, or (B) arise solely from a proceeding that does

not involve or arise from an act or omission by the Company or any of the Company’s Affiliates and that is brought by an Indemnitee

against any other Indemnitee (other than any claims against the Administrative Agent, an Arranger, a Lender or any L/C Issuer in its capacity

or in fulfilling its role as such). The Borrowers shall not be liable for any settlement of any claim effected by any Indemnitee without

the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Company’s

consent, or if there is a final judgment against an Indemnitee in any such proceeding, the Borrowers shall indemnify and hold harmless

such Indemnitee in the manner set forth above. 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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by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under Section 11.04(a) or

Section 11.04(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line

Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),

such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of

the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit

Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such

Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that

the applicable unreimbursed expense or indemnity payment is sought); provided, that, the unreimbursed expense or indemnified

loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or

any such sub-agent), such L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing

acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender in connection with such capacity.

The obligations of the Lenders under this Section 11.04(c) are subject to the provisions of Section 2.12(d).

(d)            Waiver

of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto shall assert, and each party hereto

hereby waives and acknowledges that no other Person shall have, any claim against any Indemnitee or any other party hereto, on any theory

of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection

with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions

contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that, the foregoing

shall in no event limit the Borrowers’ indemnification obligations under Section 11.04(b) to the extent such special,

indirect, consequential or punitive damages are included in any third-party claim in connection with which such Indemnitee is otherwise

entitled to indemnification hereunder. No Indemnitee referred to in Section 11.04(b) or any other party hereto 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 or other party hereto 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.

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(e)            Payments.

All amounts due under this Section shall be payable not later than fifteen (15) days after receipt by any Borrower of written demand

therefor.

(f)            Survival.

The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender,

the replacement of any Lender, and the Termination Date.

11.05      Payments

Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer

or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds

of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including

pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to

a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the

extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force

and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally

agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid

by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per

annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The

obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the occurrence of

the Termination Date.

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 their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer

any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender,

and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance

with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions

of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the

restrictions of subsection (e) of this Section, (and any other attempted assignment or transfer by any party hereto shall

be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties

hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of

this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers

and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)            Assignments

by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under

this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations

in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that, any such assignment shall be subject

to the following conditions:

(i)            Minimum

Amounts.

(A)            In

the case of an assignment of the entire remaining amount of any of the assigning Lender’s Commitment and the Loans at the time owing

to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned.

(B)            In

any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose

includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans (and

participations in Letters of Credit and Swing Line 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 a “Trade Date”

is specified in the Assignment and Assumption, as of such Trade Date, shall not be less than $5,000,000, unless each of the Administrative

Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be

unreasonably withheld or delayed); provided, that, concurrent assignments to members of an Assignee Group and concurrent

assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group)

will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii)            Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights

and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall

not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.

(iii)            Required

Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this

Section and, in addition:

(A)            the

consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default

has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or

an Approved Fund; provided, that, the Company shall be deemed to have consented to any such assignment requiring its consent

under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within five (5) Business

Days after having received written notice thereof;

(B)            the

consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person

that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

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consent of each L/C Issuer and the Swing Line Lender shall be required for any assignment (such consent not to be unreasonably withheld

or delayed).

(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 payable by the assignor; provided, that, the Administrative

Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if

it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)            No

Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any Affiliates or any Subsidiaries, or

(B) to any Defaulting Lender or any of its Affiliates or Subsidiaries or to any Person who, upon becoming a Lender hereunder, would

constitute one of the foregoing Persons described in this clause (B).

(vi)            No

Assignment to Natural Persons. No such assignment shall be made to 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).

(vii)            Certain

Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment

shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall

make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate

(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including

funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but

not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay

and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender

hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations

in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that

any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance

with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of

this Agreement until such compliance occurs.

Subject to acceptance and recording

thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified

in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned

by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder

shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement

(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,

such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04,

3.05, and 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 Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights

or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale

by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency 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 Commitment of, and principal

amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the

“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative

Agent and the Lenders 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 any Borrower and any Lender, at any reasonable time

and from time to time upon reasonable prior notice.

(d)            Participations.

Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any

Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit

of one or more natural Persons), a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a

“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including

all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line

Loans) owing to it); provided, that, (i) such Lender’s obligations under this Agreement shall remain unchanged,

(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the

Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection

with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for

the indemnity under Section 11.04(c) without regard to the existence of any participation.

Any agreement or

instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce

this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that,

such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver

or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrowers agree that

each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were

a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (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 paragraph (b) of this Section; provided, that,

such Participant (A) agrees to be subject to the provisions of Section 3.06 and Section 11.13 as if it were

an assignee under paragraph (b) of this Section, and (B) shall not be entitled to receive any greater payment under Section 3.01

or Section 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 Borrowers’ request

and expense, to use reasonable efforts to cooperate with the Borrowers 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 2.13 as though

it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,

maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each

Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);

provided, that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including

the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit

or its other Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that

such Commitment, Loan, Letter of Credit or other Obligation is in registered form under Section 5f.103-1(c) of the United States

Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each

Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding

any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have

no responsibility for maintaining a Participant Register. The parties to this Agreement acknowledge and agree that the Participant Register

is intended to cause the Borrowers’ obligations hereunder to be issued in “registered form” under Section 5f.103-1(c) of

the United States Treasury Regulations.

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(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(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to

a Federal Reserve Bank; provided, that, no such pledge or assignment shall release such Lender from any of its obligations

hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)            Resignation

as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any L/C Issuer

or the Swing Line Lender assigns all of its Commitment and Committed Revolving Loans pursuant to subsection (b) above, such

L/C Issuer or the Swing Line Lender, as applicable, may (i) upon thirty (30) calendar days’ notice to the Administrative Agent,

the Company and the Lenders, resign as an L/C Issuer, and/or (ii) upon thirty (30) calendar days’ notice to the Company, resign

as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Company shall be entitled to

appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, that, no failure by the

Company to appoint any such successor shall affect the resignation of such L/C Issuer or the Swing Line Lender, as the case may be and

the consent of such Lender shall be required for such appointment. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the

rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as

of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require

the Lenders to make Committed Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to

Section 2.03(f)). If Wells Fargo resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender

provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including

the right to require the Lenders to make Committed Revolving Loans that are Base Rate Loans or fund risk participations in outstanding

Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (A) such

successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing

Line Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of

Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer

to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit.

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(g)            Disqualified

Institutions.

(i)             No

assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that

was a Disqualified Institution as of the date (the “Trade Date”) on which the applicable Lender entered into a binding

agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless

the Company has consented to such assignment in its sole and absolute discretion (but, for the avoidance of doubt, otherwise subject to

Section 11.06(b)(iii)(A)), in which case such Person will not be considered a Disqualified Institution for the purpose of

such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after

the applicable Trade Date, such assignee shall not retroactively be considered a Disqualified Institution. Any assignment in violation

of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply.

(ii)            If

any assignment is made to any Disqualified Institution without the Company’s prior consent in violation of clause (i) above,

the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent,

(A) terminate the Commitment of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified

Institution in connection with such Commitment, and/or (B) require such Disqualified Institution to assign and delegate, without

recourse (in accordance with and subject to the restrictions contained in this Section 11.06), all of its interest, rights

and obligations under this Agreement and related Loan Documents to one or more Eligible Assignees that shall assume such obligations at

the lesser of (1) the principal amount thereof, (2) the amount that such Disqualified Institution paid to acquire such interests,

rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable

to it hereunder and the other Loan Documents; provided, that, such assignment does not conflict with applicable Laws.

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(iii)            Notwithstanding

anything to the contrary contained in this Agreement, (A) Disqualified Institutions will not (1) have the right to receive information,

reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (2) attend or participate

in meetings attended by the Lenders and the Administrative Agent, or (3) access any electronic site established for the Lenders or

confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders, and (B)(1) for purposes

of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative

Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each

Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions

consented to such matter, and (2) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor

Relief Laws (“Plan of Reorganization”), each Disqualified Institution party hereto hereby agrees (I) not to vote

on such Plan of Reorganization, (II) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the

restriction in the foregoing clause (I), such vote will be deemed not to be in good faith and shall be “designated”

pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote

shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with

Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (III) not to contest

any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating

the foregoing clause (II).

(iv)            The

Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent, to (A) post the

list of Disqualified Institutions provided by the Company and any updates thereto from time to time (collectively, the “DQ List”)

on the Platform, including that portion of the Platform that is designated for “public side” Lenders, and/or (B) provide

the DQ List to each Lender requesting the same.

11.07            Treatment

of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain

the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors

and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature

of such Information and instructed to keep such Information confidential), (b) upon request or demand by any regulatory authority

(including any self-regulatory authority) having jurisdiction over such Person or its Related Parties, (c) as may be compelled by

an order of any court or administrative agency or in any pending legal, judicial or administrative proceeding or to the extent required

by applicable Laws or regulations or by any subpoena or similar compulsory legal process (in which case the Administrative Agent, such

Lender or such L/C Issuer agrees to inform the Company promptly thereof prior to such disclosure to the extent not prohibited by applicable

Law), (d) to any other party hereto, (e) to the extent reasonably necessary or advisable, in connection with the exercise of

any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document

or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as

those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights

and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.17(e), or (ii) any

actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made

by reference to the Borrowers and their obligations, this Agreement or payments hereunder (it being understood that the DQ List may be

disclosed to any assignee or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under

this Agreement in reliance on this clause (f)), (g) on a confidential basis to (i) any rating agency in connection with

rating any Borrower or the credit facility provided hereunder (provided that any such disclosure shall be made in consultation with the

Company), (ii) 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 facility provided hereunder, or (iii) the extent required

by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under

which payments are to be made or may be made by reference to this Agreement, (h) with the consent of the Company, or (i) to

the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, (B) becomes available

to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source

other than the Borrowers, or (C) is independently discovered or developed by a party hereto without utilizing any Information received

from the Borrowers or violating the terms of this Section. 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.

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For purposes of this Section,

“Information” means all information received from or on behalf of the Company or any Subsidiary relating to the Company

or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent,

any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary or any of their representatives.

Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied

with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information

as such Person would accord to its own confidential information. For the avoidance of doubt, nothing herein prohibits any individual from

communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or

self-regulatory authority without any notification to any Person.

Each of the Administrative

Agent, the Lenders and the L/C Issuers acknowledges that (1) the Information may include material non-public information concerning

the Company or a Subsidiary, as the case may be, (2) it has developed compliance procedures regarding the use of material non-public

information and (3) it will handle such material non-public information in accordance with applicable Law, including United States

Federal and state securities Laws.

11.08      Right

of Setoff. If an Event of Default shall have occurred and be continuing (but subject to the provisions of Section 11.03),

each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest

extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,

in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer

or any such Affiliate to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now

or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates,

irrespective of whether or not such Lender, such L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other

Loan Document and although such obligations of the Borrowers may be contingent or unmatured or are owed to a branch or office or Affiliate

of such Lender or such L/C Issuer different from the branch or 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 2.16

and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit

of the Administrative Agent, the L/C Issuers and the Lenders, and (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, each L/C Issuer, the Swing Line Lender and their respective Affiliates under this Section are

in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates

may have. Each Lender and each L/C Issuer agrees to notify the Borrowers 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 Borrowers. 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.

122

11.10      Integration;

Effectiveness. This Agreement, the other Loan Documents (including any Fee Letter), and any separate letter agreements with respect

to fees payable to the Administrative Agent or any L/C Issuer, 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, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and assigns.

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 or any Letter of Credit shall remain outstanding.

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, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent

not so limited.

11.13      Replacement

of Lenders. If the Company is entitled to replace a Lender pursuant to the provisions of Section 2.17(e) or Section 3.06(b),

or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice

to such Lender and the Administrative Agent, require such Lender to assign and delegate (and such Lender shall be obligated 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 Eligible Assignee

may be another Lender, if a Lender accepts such assignment); provided, that:

(a)            with

respect to any assignment, the Company shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(b)            such

Lender shall have received payment of an amount equal to the outstanding “par” principal amount 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 Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees), in the case of an assignment,

or the Company (in the case of all other amounts);

123

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.

A Lender shall not be required

to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling

the Company to require such assignment and delegation cease to apply.

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 Company, the Administrative Agent and the applicable Eligible 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, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time

it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop

standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing

of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer)

have been made with respect to such outstanding Letter of Credit, and (B) 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,

ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), AND THE TRANSACTIONS CONTEMPLATED HEREBY

AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

124

(b)            SUBMISSION

TO JURISDICTION. THE COMPANY AND EACH OTHER BORROWER 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, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING

IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE

COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND

AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE

COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL

JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE

JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE

ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT

OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ANY OTHER BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 11.14(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING

IN ANY SUCH COURT.

(d)            SERVICE

OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 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.

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.

125

11.16      No

Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection

with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower 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 are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the

one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (ii) the Borrowers have consulted their

own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Borrower 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 Lender and each Arranger is and has been acting solely as a principal and, except

as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary

for any Borrower or any of its Affiliates, or any other Person, and (ii) none of the Administrative Agent, any Arranger or any Lender

has any obligation to any Borrower or any of its 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 Lenders and the Arrangers

and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers

and their Affiliates, and none of the Administrative Agent, any Arranger or any Lender has any obligation to disclose any of such interests

to any Borrower or any of its Affiliates. To the fullest extent permitted by law, each Borrower hereby agrees not to assert any claims

against the Administrative Agent, any Arranger or any Lender with respect to any alleged breach of agency or fiduciary duty in connection

with any aspect of any transactions contemplated by this Agreement and the other Loan Documents.

11.17     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 Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed

into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that

identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such

Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the PATRIOT Act. Each Borrower shall,

promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative

Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”

and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

11.18      Electronic

Execution; Electronic Records; Counterparts. This Agreement, any other Loan Document and any other Communication, including Communications

required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Borrower,

the Administrative Agent and each Lender Party agrees that any Electronic Signature on or associated with any Communication shall be valid

and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature

will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof

to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts

as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.

For the avoidance of doubt, the authorization under this Section 11.18 may include use or acceptance of a manually signed

paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication

converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may,

at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (each, an “Electronic

Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper

document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all

purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein

to the contrary, none of the Administrative Agent, any L/C Issuer or the Swing Line Lender is under any obligation to accept an Electronic

Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided,

that, without limiting the foregoing, (a) to the extent the Administrative Agent, such L/C Issuer or the Swing Line Lender

has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any

such Electronic Signature purportedly given by or on behalf of any Borrower and/or any Lender Party without further verification, and

(b) upon the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such

manually executed counterpart.

126

None of the Administrative Agent, any L/C Issuer

or the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,

in connection with the Administrative Agent’s, such L/C Issuer’s or the Swing Line Lender’s reliance on any Electronic

Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, each L/C Issuer and the Swing

Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document

by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other

distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine

and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents

for being the maker thereof).

Each Borrower and each Lender

Party hereby waives (a) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement

or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (b) any

claim against the Administrative Agent and each Lender Party for any liabilities arising solely from the Administrative Agent’s

and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure

of the Borrowers to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

11.19      Time

of the Essence. Time is of the essence with respect to the Loan Documents.

11.20      Entire

Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO

THE TRANSACTIONS CONTEMPLATED HEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS

OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.

127

11.21      Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or any L/C Issuer 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 or any L/C Issuer

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 or any L/C Issuer that is an Affected Financial Institution; and (b) the

effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction in full or in part or cancellation

of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in

such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on

it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability

under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise

of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.22      Acknowledgement

Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any

Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such

QFC, a “Supported QFC”), the parties acknowledge and agree that, 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.

11.23      Judgment

Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other

Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking

procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which

final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender

hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)

other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement

Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such

Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the

case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount

of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower

in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative

Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the

sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may

be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

[signature pages follow]

128

IN WITNESS WHEREOF, the parties hereto have

caused this Agreement to be duly executed as of the date first above written.

COMPANY:  WORKDAY, INC.,

a Delaware corporation

By: /s/ Zane Rowe

Name: Zane Rowe

Title: Chief Financial Officer

WORKDAY, INC.

CREDIT AGREEMENT

ADMINISTRATIVE AGENT AND LENDERS:

WELLS

FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, the Swingline Lender, an L/C Issuer,

and a Lender

By: /s/ Benjamin Schwartz

Name: Benjamin Schwartz

Title: Vice President

WORKDAY, INC.

CREDIT AGREEMENT

BANK OF AMERICA, N.A.,

as an L/C Issuer and a Lender

By: /s/ Herman Chang

Name: Herman Chang

Title: Director

WORKDAY, INC.

CREDIT AGREEMENT

BARCLAYS BANK PLC,

as an L/C Issuer and a Lender

By: /s/ Nicholas Sibayan

Name: Nicholas Sibayan

Title: Vice President

WORKDAY, INC.

CREDIT AGREEMENT

MORGAN STANLEY BANK, N.A.,

as an L/C Issuer and a Lender

By: /s/ Fred Gonfiantini

Name: Fred Gonfiantini Jr.

Title: Authorized Signatory

WORKDAY, INC.

CREDIT AGREEMENT

CITIBANK, N.A.,

as a Lender

By: /s/ Stella Zhang

Name: Stella Zhang

Title: Vice President & Director

WORKDAY, INC.

CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /s/ Abhishek Joshi

Name: Abhishek Joshi

Title: Vice President

WORKDAY, INC.

CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Kentaro Umezono

Name: Kentaro Umezono

Title: Vice President

WORKDAY, INC.

CREDIT AGREEMENT

ROYAL BANK OF CANADA,

as a Lender

By: /s/ Staci Sunshine Gola

Name: Staci Sunshine Gola

Title: Authorized Signatory

WORKDAY, INC.

CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Matt S. Scullin

Name: Matt S. Scullin

Title: Senior Vice President

WORKDAY, INC.

CREDIT AGREEMENT

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+ References

No definition available.

+ Details

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Balance Type:

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

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Period Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

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Data Type:

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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