Mattel (MAT) 8-K Entry into a Material Definitive Agreement

REVOLVING CREDIT AGREEMENT

Dated as of July 15, 2024

among

MATTEL, INC.

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

an L/C Issuer,

The Other L/C Issuers Party Hereto,

and

The Lenders Party Hereto

CITIBANK, N.A. and

WELLS FARGO BANK, N.A.

as Co-Syndication Agents

MIZUHO BANK, LTD.,

MUFG BANK, LTD. and

ROYAL BANK OF CANADA

as Co-Documentation Agents

and

BOFA SECURITIES, INC.,

CITIBANK, N.A. and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Bookrunners

Exhibit 10.1

Execution Version

Deal CUSIP: 577083AJ7

Facility CUSIP: 577083AK4

ARTICLE I.DEFINITIONS AND ACCOUNTING TERMS.........................................	1
1.01.Defined Terms. ................................................................................................	1
1.02.Other Interpretive Provisions...........................................................................	34
1.03.Accounting Terms.  .........................................................................................	35
1.04.Rounding. ........................................................................................................	35
1.05.Exchange Rates; Currency Equivalents.  ........................................................	35
1.06.[Reserved].  .....................................................................................................	36
1.07.Change of Currency.  .......................................................................................	36
1.08.Times of Day. ..................................................................................................	36
1.09.Letter of Credit Amounts.  ..............................................................................	36
1.10.Interest Rates. ..................................................................................................	37
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS............................	37
2.01.Committed Loans. ...........................................................................................	37
2.02.Borrowings, Conversions and Continuations of Committed Loans.................	37
2.03.[Intentionally Omitted].....................................................................................	40
2.04.Letters of Credit................................................................................................	40
2.05.Swing Line Loans.............................................................................................	49
2.06.Prepayments.  ..................................................................................................	52
2.07.Termination or Reduction of Commitments.  .................................................	53
2.08.Repayment of Loans.  ......................................................................................	54
2.09.Interest.  ...........................................................................................................	54
2.10.Fees...................................................................................................................	55
2.11.Computation of Interest and Fees.  ..................................................................	56
2.12.Evidence of Debt.  ...........................................................................................	56
2.13.Payments Generally; Administrative Agent’s Clawback.  ..............................	56

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2.14.Sharing of Payments by Lenders.  ...................................................................	59
2.15.[Reserved].  .....................................................................................................	60
2.16.Increase in Commitments.................................................................................	60
2.17.Funding.............................................................................................................	61
2.18.Cash Collateral.................................................................................................	62
2.19.Defaulting Lenders...........................................................................................	63
2.20.Extension of Maturity Date..............................................................................	65
ARTICLE III.TAXES, YIELD PROTECTION AND ILLEGALITY...............................	67
3.01.Taxes................................................................................................................	67
3.02.Illegality. ..........................................................................................................	72
3.03.Inability to Determine Rates.............................................................................	72
3.04.Increased Costs.................................................................................................	76
3.05.Compensation for Losses. ...............................................................................	78
3.06.Mitigation Obligations; Replacement of Lenders.  .........................................	78
3.07.Survival............................................................................................................	79
ARTICLE IV.CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.....................	79
4.01.Conditions Precedent to Initial Credit Extension.............................................	79
4.02.Conditions Precedent to all Credit Extensions. ...............................................	80
ARTICLE V.REPRESENTATIONS AND WARRANTIES...........................................	81
5.01.Existence, Qualification and Power. ...............................................................	81
5.02.Authorization; No Contravention. ...................................................................	81
5.03.Governmental Authorization; Other Consents. ...............................................	82
5.04.Binding Effect..................................................................................................	82
5.05.Financial Statements; No Material Adverse Effect..........................................	82
5.06.Litigation.  .......................................................................................................	82

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5.07.No Default.  .....................................................................................................	83
5.08.Ownership of Property; Liens..........................................................................	83
5.09.Environmental Compliance..............................................................................	83
5.10.Taxes................................................................................................................	83
5.11.ERISA..............................................................................................................	83
5.12.Significant Subsidiaries. ..................................................................................	84
5.13.Use of Proceeds; Margin Regulations; Investment Company Act...................	84
5.14.Disclosure.........................................................................................................	84
5.15.Compliance with Laws.....................................................................................	85
5.16.[Reserved]........................................................................................................	85
5.17.OFAC. .............................................................................................................	85
5.18.Anti-Corruption Laws. ....................................................................................	85
5.19.Affected Financial Institution.  ........................................................................	85
ARTICLE VI.AFFIRMATIVE COVENANTS.................................................................	86
6.01.Financial Statements. .......................................................................................	86
6.02.Certificates; Other Information. ......................................................................	86
6.03.Notices. ............................................................................................................	88
6.04.Payment of Obligations.  .................................................................................	88
6.05.Preservation of Existence, Etc. ........................................................................	89
6.06.Maintenance of Material Properties. ...............................................................	89
6.07.Maintenance of Insurance. ..............................................................................	89
6.08.Compliance with Laws. ...................................................................................	89
6.09.Books and Records...........................................................................................	89
6.10.Inspection Rights..............................................................................................	89
6.11.Use of Proceeds. ..............................................................................................	90

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6.12.Covenant to Guarantee Obligations.  ..............................................................	90
6.13.Anti-Corruption Laws.  ...................................................................................	90
ARTICLE VII.NEGATIVE COVENANTS........................................................................	90
7.01.Liens.................................................................................................................	91
7.02.Indebtedness. ...................................................................................................	93
7.03.Fundamental Changes. ....................................................................................	94
7.04.[Reserved].  .....................................................................................................	94
7.05.Financial Covenants.........................................................................................	94
7.06.Sanctions. ........................................................................................................	95
7.07.Anti-Corruption Laws.  ...................................................................................	95
ARTICLE VIII.EVENTS OF DEFAULT AND REMEDIES..............................................	95
8.01.Events of Default. ............................................................................................	95
8.02.Remedies Upon Event of Default. ...................................................................	97
8.03.Application of Funds. ......................................................................................	98
ARTICLE IX.AGENT........................................................................................................	99
9.01.Appointment and Authority. ............................................................................	99
9.02.Rights as a Lender............................................................................................	99
9.03.Exculpatory Provisions.  ..................................................................................	99
9.04.Reliance by Administrative Agent...................................................................	100
9.05.Delegation of Duties. .......................................................................................	101
9.06.Resignation of Administrative Agent...............................................................	101
9.07.Non-Reliance on Administrative Agent, the Lead Arrangers and Other Lenders.............................................................................................................	103
9.08.No Other Duties, Etc........................................................................................	104
9.09.Administrative Agent May File Proofs of Claim. ...........................................	104
9.10.Guaranty Matters. ............................................................................................	104

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9.11.Certain ERISA Matters....................................................................................	105
9.12.Recovery of Erroneous Payments. ..................................................................	106
ARTICLE X.MISCELLANEOUS....................................................................................	107
10.01.Amendments, Etc.  ..........................................................................................	107
10.02.Notices; Effectiveness; Electronic Communication.........................................	108
10.03.No Waiver; Cumulative Remedies; Enforcement. ..........................................	110
10.04.Expenses; Indemnity; Damage Waiver............................................................	111
10.05.Payments Set Aside..........................................................................................	113
10.06.Successors and Assigns....................................................................................	114
10.07.Treatment of Certain Information; Confidentiality..........................................	120
10.08.Right of Setoff. ................................................................................................	122
10.09.Interest Rate Limitation....................................................................................	122
10.10.Integration; Effectiveness.  ..............................................................................	122
10.11.Survival of Representations and Warranties. ..................................................	123
10.12.Severability. .....................................................................................................	123
10.13.Replacement of Lenders...................................................................................	123
10.14.Governing Law; Jurisdiction; Etc.....................................................................	124
10.15.Waiver of Jury Trial. .......................................................................................	125
10.16.No Advisory or Fiduciary Responsibility.  .....................................................	126
10.17.Electronic Execution; Electronic Records; Counterparts.................................	127
10.18.USA PATRIOT Act Notice. ............................................................................	128
10.19.Judgment Currency. .........................................................................................	128
10.20.Acknowledgement and Consent to Bail-In of Affected Financial Institutions.  .....................................................................................................	129
10.21.Acknowledgement Regarding Any Supported QFCs.  ...................................	129

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SCHEDULES

1.01Existing Letters of Credit

1.03Indicative Terms of Permitted Receivables Transactions

2.01ACommitments and Applicable Percentages

2.01BLetter of Credit Commitments

5.06(b)Litigation

5.08Ownership of Property; Liens

5.09Environmental Matters

5.10Taxes

5.12Significant Subsidiaries

10.02Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of

ACommitted Loan Notice

BSwing Line Loan Notice

C-1Note

C-2Swing Line Note

DCompliance Certificate

EAssignment and Assumption

GSubsidiary Guaranty

HForms of U.S. Tax Compliance Certificates

ISolvency Certificate

JSupplement

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REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of July 15,

2024, among MATTEL, INC., a Delaware corporation (the “Borrower”), each lender from time

to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF

AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other

L/C Issuers from time to time party hereto.

WHEREAS, the Lenders are willing to make loans and other extensions of credit to the

Borrower on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein

contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01.Defined Terms. As used in this Agreement, the following terms shall have the

meanings set forth below:

“Additional Commitment Lender” has the meaning specified in Section 2.20(d).

“Additional Lender” has the meaning specified in Section 2.16.

“Administrative Agent” means Bank of America 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, the Administrative

Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such

currency, or such other address or account with respect to such currency as the Administrative

Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form

supplied by the Administrative Agent.

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

Financial Institution.

“Affiliate” means, with respect to 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 Commitments” means the Commitments of all the Lenders (including any

Defaulting Lenders).

“Agreed Currency” means Dollars or any Alternative Currency, as applicable.

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

“Alternative Currency” means (1) with respect to Loans, each of Canadian Dollars, Euro,

Japanese Yen and Sterling and (2) with respect to Letters of Credit, Euro and any other Eligible

Currency that is approved by the Administrative Agent and the applicable L/C Issuer. Any

specified currency of an Existing Letter of Credit that is neither Dollars nor Euro shall be

deemed an Alternative Currency with respect to such Existing Letter of Credit (and amendment

or extension thereof).

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

Extension denominated in Sterling, the rate per annum equal to SONIA determined pursuant to

the definition thereof; provided, that, if any Alternative Currency Daily Rate shall be less than

zero, such rate shall be deemed zero for purposes of this Agreement.

“Alternative Currency Daily Rate Loan” means a Committed Loan that bears interest at a

rate based on the definition of “Alternative Currency Daily Rate”.  All Alternative Currency

Daily Rate Loans must be denominated in an Alternative Currency.

“Alternative Currency Equivalent” means, at any time, with respect to any amount

denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as

determined by the Administrative Agent or the L/C Issuer, as the case may be, by reference to

Bloomberg (or such other publicly available service for displaying exchange rates), to be the

exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00

a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange

computation is made; provided, however, that if no such rate is available, the “Alternative

Currency Equivalent” shall be determined by the Administrative Agent or the L/C Issuer, as the

case may be, using any reasonable method of determination its deems appropriate in its sole

discretion (and such determination shall be conclusive absent manifest error).

“Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an

Alternative Currency Term Rate Loan, as applicable.

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

Credit Extension:

(a)denominated in Euros, the rate per annum equal to the Euro Interbank Offered

Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other

commercially available source providing such quotations as may be designated by the

Administrative Agent from time to time) on the day that is two TARGET Days preceding the

first day of such Interest Period with a term equivalent to such Interest Period;

(b)denominated in Canadian Dollars, the rate per annum equal to the forward-

looking term rate based on CORRA (“Term CORRA”, as published on the applicable Reuters

screen page (or such other commercially available source providing such quotations as may be

designated by the Administrative Agent from time to time), in such case, the “Term CORRA

Rate”) on the Rate Determination Date with a term equivalent to such Interest Period plus the

Term CORRA Adjustment for such Interest Period;

(c)denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank

Offer Rate (“TIBOR”), as published on the applicable Reuters screen page (or such other

commercially available source providing such quotations as may be designated by the

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Administrative Agent from time to time) on the Rate Determination Date with a term equivalent

to such Interest Period;

provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be

deemed zero for purposes of this Agreement.

“Alternative Currency Term Rate Loan” means a Committed Loan that bears interest at a

rate based on the definition of “Alternative Currency Term Rate.”  All Alternative Currency

Term Rate Loans must be denominated in an Alternative Currency.

“Applicable Authority” means (a) with respect to SOFR, the SOFR Administrator or any

Governmental Authority having jurisdiction over the Administrative Agent or the SOFR

Administrator with respect to its publication of SOFR, in each case acting in such capacity and

(b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate

for such Alternative Currency or any Governmental Authority having jurisdiction over the

Administrative Agent or such administrator with respect to its publication of the applicable

Relevant Rate, in each case acting in such capacity.

“Applicable Percentage” means with respect to any Lender at any time, the percentage

(carried out to the ninth decimal place) of the Aggregate Commitments represented by such

Lender’s Commitment at such time, subject to adjustment as provided in Section 2.19.  If the

commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C

Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate

Commitments have expired, then the Applicable Percentage of each Lender shall be determined

based on the Applicable Percentage of such Lender most recently in effect, giving effect to any

subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of

determination.

“Applicable Rate” means, from time to time, the following percentages per annum, based

upon the Debt Rating as set forth below:

Pricing Level	Debt Rating (S&P/ Moody’s)	Commitment Fee	Term SOFR Loans, Alternative Currency Loans and Letters of Credit	Base Rate Loans
I	≥ A-/A3	0.085%	0.875%	0.000%
II	BBB+/Baa1	0.100%	1.000%	0.000%
III	BBB/Baa2	0.125%	1.125%	0.125%
IV	BBB-/Baa3	0.150%	1.250%	0.250%
V	≤ BB+/Ba1	0.200%	1.375%	0.375%

As used herein, “Debt Rating” means, as of any date of determination, (i) as determined by

Moody’s, the Borrower’s corporate family rating (or at any time when there is no corporate

family rating then in effect, the better of the Borrower’s senior unsecured debt rating and the

rating of the Borrower’s guaranteed senior unsecured bonds (if any)) and (ii) as determined by

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S&P, the better of the Borrower’s long term issuer credit rating and the rating of the Borrower’s

guaranteed senior unsecured notes (if any), (each of clauses (i) and (ii), a “Debt Rating” and,

collectively, the “Debt Ratings”); provided that, in the case of split ratings the higher rating (with

the Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level V

being the lowest) will apply, unless the split in such Debt Ratings is more than one Pricing Level

apart, in which case the rating that is one Pricing Level lower than the higher rating will apply;

(d) if only one Debt Rating is available, the Pricing Level of such Debt Rating shall apply; and

(e) if the Borrower does not have any Debt Rating, Pricing Level V shall apply.

Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the

certificate delivered pursuant to Section 4.01(a)(v).  Thereafter, each change in the Applicable

Rate resulting from a change in the Debt Rating shall be effective, in the case of an upgrade,

during the period commencing on the earlier of the date of the public announcement thereof or

delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section

6.03(c) and ending on the date immediately preceding the effective date of the next such change

and, in the case of a downgrade, during the period commencing on the earlier of the date of the

public announcement thereof or delivery by the Borrower to the Administrative Agent of notice

thereof and ending on the date immediately preceding the effective date of the next such change.

If the rating system of Moody’s or S&P shall change, or if any such rating agency shall cease to

be in the business of rating corporate debt obligations, the Borrower and the Lenders shall

negotiate in good faith to amend this definition 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.

“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 in good faith 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.

“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.

“Assignment and Assumption” means an assignment and assumption entered into by a

Lender and an Eligible Assignee (with the consent of any party whose consent is required by

Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit

E or any other form (including electronic documentation generated by MarkitClear or other

electronic platform) approved by the Administrative Agent and the Borrower.

“Audited Financial Statements” means the audited consolidated balance sheet of the

Borrower and its Subsidiaries for the fiscal year ended December 31, 2023, and the related

consolidated statements of operations, comprehensive earnings (or loss), stockholders’ equity

and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes

thereto.

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“Availability Period” means the period from and including the Effective Date to the

earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments

pursuant to Section 2.07, and (c) the date of termination of the commitment of each Lender to

make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to

Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing

Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the

European Union, the implementing law, rule, regulation or requirement for such EEA Member

Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b)

with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other

financial institutions or their affiliates (other than through liquidation, administration or other

insolvency proceedings).

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

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the

highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day

as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term SOFR

plus 1.00% and (d) 1.00%.  The “prime rate” is a rate set by Bank of America based upon

various factors including Bank of America’s costs and desired return, general economic

conditions and other factors, and is used as a reference point for pricing some loans, which may

be priced at, above, or below such announced rate.  Any change in such prime rate announced by

Bank of America shall take effect at the opening of business on the day specified in the public

announcement of such change.  If the Base Rate is being used as an alternate rate of interest

pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d)

above and shall be determined without reference to clause (c) above.

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

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

Rate Loans shall be denominated in Dollars.

“Beneficial Ownership Certification” means a certification regarding beneficial

ownership required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is

subject to Title I of ERISA, (b) a “plan” as defined in 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”.

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“BHC Act Affiliate” has the meaning specified in Section 10.21.

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

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

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

may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which

commercial banks are authorized to close under the Laws of, or are in fact closed in, the state

where the Administrative Agent’s Office is located; provided that:

(a)if such day relates to any interest rate settings as to an Alternative Currency Loan

denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect

of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant

to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that

is also a TARGET Day;

(b)if such day relates to any interest rate settings as to an Alternative Currency Loan

denominated in (i) Sterling, means a day other than a day banks are closed for general business

in London because such day is a Saturday, Sunday or a legal holiday under the laws of the

United Kingdom;  and (ii) Japanese Yen, means a day other than when banks are closed for

general business in Japan;

(c)if such day relates to any interest rate settings as to an Alternative Currency Loan

denominated in a currency other than, Euro, Sterling or Japanese Yen, means any such day on

which dealings in deposits in the relevant currency are conducted by and between banks in the

applicable offshore interbank market for such currency; and

(d)if such day relates to any fundings, disbursements, settlements and payments in a

currency other than Euro in respect of an Alternative Currency Loan denominated in a currency

other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant

to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate

settings), means any such day on which banks are open for foreign exchange business in the

principal financial center of the country of such currency.

“Canadian Dollars” and “C$” means the lawful currency of Canada.

“Capitalized Leases” means each lease that has been or is required to be, in accordance

with GAAP, classified and accounted for as a capital lease or financing lease; provided, however,

that any lease that was accounted for by the Borrower as an operating lease as of the Effective

Date and any similar lease entered into after the Effective Date shall be accounted for as an

operating lease and not a Capitalized Lease for all purposes under this Agreement.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative

Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C

Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations,

cash or deposit account balances or, if the Administrative Agent and the L/C Issuers shall agree

6

in their sole discretion, other credit support, in each case pursuant to documentation in form and

substance satisfactory to the Administrative Agent and the L/C Issuers. “Cash Collateral” shall

have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral

and other credit support.

“CFC” shall mean any Subsidiary of the Borrower that is a “controlled foreign

corporation” within the meaning of Section 957 of the Code.

“Change in Law” means, as to any Lender, the occurrence, after the date of this

Agreement (or, if later, the date such Lender becomes a Lender), of any of the following: (a) the

adoption or taking effect of any law, rule, regulation or treaty applicable to such Lender, (b) any

change in any law, rule, regulation or treaty applicable to such Lender 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 applicable to such Lender

(whether or not having the force of law) by any Governmental Authority; provided that

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and

Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in

connection therewith or in the implementation thereof and applicable to such Lender, and (y) all

requests, rules, guidelines or directives promulgated by the Bank for International Settlements,

the Basel Committee on Banking Supervision (or any successor or similar authority) or the

United States or foreign regulatory authorities, in each case pursuant to Basel III, and applicable

to such Lender, 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:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of

the Securities Exchange Act of 1934, as amended, 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, as amended, 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 more than 50% or more

of the equity securities of the Borrower entitled to vote for members of the board of directors or

equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all

such securities that such person or group has the right to acquire pursuant to any option right); or

(b)during any period of 12 consecutive months, a majority of the members of the

board of directors or other equivalent governing body of the Borrower cease to be composed of

individuals (i) who were members of that board or equivalent governing body on the first day of

such period, (ii) whose election or nomination to that board or equivalent governing body was

approved by individuals referred to in clause (i) above constituting at the time of such election or

nomination at least a majority of that board or equivalent governing body or (iii) whose election

or nomination to that board or other equivalent governing body was approved by individuals

referred to in clauses (i) and (ii) (or individuals previously approved under this clause (iii)) above

7

constituting at the time of such election or nomination at least a majority of that board or

equivalent governing body.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to

the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c)

purchase participations in Swing Line Loans, in an aggregate principal amount at any one time

outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule

2.01A or in the Assignment and Assumption pursuant to which such Lender becomes a party

hereto, as applicable, as such amount may be adjusted from time to time in accordance with this

Agreement.

“Commitment Fee” has the meaning specified in Section 2.10(a).

“Committed Borrowing” means a borrowing consisting of simultaneous Committed

Loans of the same Type, in the same currency and, in the case of Term SOFR Loans and

Alternative Currency Term Rate Loans, having the same Interest Period made by each of the

Lenders pursuant to Section 2.01.

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

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a

conversion of Committed Loans from one Type to the other, or (c) a continuation of Term SOFR

Loans or Alternative Currency Term Rate Loans, pursuant to Section 2.02(a), which shall be

substantially in the form of Exhibit A or such other form as may be approved by the

Administrative Agent (including any form on an electronic platform or electronic transmission

system as shall be approved by the Administrative Agent), appropriately completed and signed

by a Responsible Officer of the Borrower.

“Communication” means this Agreement, any Loan Document and any document,

amendment, approval, consent, information, notice, certificate, request, statement, disclosure or

authorization related to any Loan Document.

“Competitor” shall mean any entity identified by name as a “Competitor” by the

Borrower to the Administrative Agent in writing (a) on or prior to the Effective Date and

(b) following the Effective Date with the consent of the Administrative Agent in its sole

discretion, or, in each case, any other entity identifiable as an Affiliate thereof by name;

provided, that (x) so long as no Event of Default has occurred or is continuing, the consent of the

Administrative Agent shall not be required for the addition of Competitors and (y) no updates

shall be deemed to retroactively disqualify any parties that have previously acquired an

assignment on the terms set forth herein; provided, further, that the Administrative Agent shall

provide the list of Competitors, if any, to any Lender upon request.

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

8

“Conforming Changes” means, with respect to the use, administration of or any

conventions associated with SOFR, Term SOFR, SONIA, EURIBOR, CORRA, Term CORRA

or TIBOR or any proposed Successor Rate for an Agreed Currency, as applicable, any

conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “SONIA”,

“EURIBOR”, “CORRA”, “Term CORRA”, “TIBOR” and “Interest Period”, timing and

frequency of determining rates and making payments of interest and other technical,

administrative or operational matters (including, for the avoidance of doubt, the definitions of

“Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests

or prepayment, conversion or continuation notices and length of lookback periods) as may be

appropriate, in the discretion of the Administrative Agent in consultation with the Borrower, to

reflect the adoption and implementation of such applicable rate(s) and to permit the

administration thereof by the Administrative Agent in a manner substantially consistent with

market practice for such Agreed Currency (or, if the Administrative Agent determines that

adoption of any portion of such market practice is not administratively feasible or that no market

practice for the administration of such rate for such Agreed Currency exists, in such other

manner of administration as the Administrative Agent determines in consultation with the

Borrower is reasonably necessary in connection with the administration of this Agreement and

any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or

measured by net income (however denominated) or that are franchise Taxes or branch profits

Taxes.

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on

a consolidated basis, an amount equal to (a) Consolidated Net Income for such period before (i)

special items, (ii) minority interest and (iii) gains on reacquisition of debt, in each case for such

period, plus (b) to the extent deducted in determining Consolidated Net Income, (i) income taxes

accrued for such period, plus (ii) interest accrued for such period, excluding capitalized interest

and without regard to interest income, plus (iii) depreciation and amortization for such period,

plus (iv) non-cash share based compensation expense and other non-cash charges for such

period, plus (v) other extraordinary, unusual, non-recurring or one-time cash expenses, losses

and charges, including restructuring, merger and integration charges, for such period not to

exceed (X) an aggregate amount equal to $275,000,000 from the Effective Date through the

Maturity Date and (Y) an aggregate amount equal to $150,000,000 for any Measurement Period.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio

of (a) Consolidated EBITDA to(b) Consolidated Total Interest Expense, in each case for the

most recently completed Measurement Period.

“Consolidated Net Income” means the net income (or loss) of the Borrower and its

Subsidiaries on a consolidated basis for such period taken as a single accounting period

determined in conformity with GAAP.

“Consolidated Net Worth” means an amount equal to (a) the total assets of the Borrower

and its Subsidiaries on a consolidated basis minus (b) the total liabilities of the Borrower and its

Subsidiaries on a consolidated basis, determined in accordance with GAAP.

9

“Consolidated Total Funded Debt” means, as of any date of determination, with respect to

the Borrower and its Subsidiaries, the amount equal to, without duplication, (a) the aggregate

principal amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, in

respect of (i) debt for borrowed money or debt evidenced by bonds, debentures, notes, loan

agreements or other similar instruments, (ii) the deferred purchase price of assets (other than (x)

trade payables or accrued liabilities incurred in the ordinary course of business and (y) earnout

obligations in respect of assets or businesses acquired prior to the Effective Date), (iii) Capitalized

Leases, and (iv) all obligations constituting reimbursement obligations of such Person with

respect to drawn letters of credit and bankers’ acceptances issued for the account of the Borrower

or any of its Subsidiaries, plus (b) the aggregate amount of Indebtedness of the type referred to in

clause (a) of another Person (other than the Borrower or a Subsidiary thereof) guaranteed by the

Borrower or any of its Subsidiaries.  The “amount” or “principal amount” of Consolidated Total

Funded Debt shall be determined in accordance with the last sentence of the definition of

“Indebtedness”.

“Consolidated Total Interest Expense” means, for any period, the aggregate amount of

interest expense of the Borrower and its Subsidiaries determined on a consolidated basis in

accordance with GAAP for such period.

“Consolidated Total Leverage Ratio” means, as of the last day of each fiscal quarter, the

ratio of Consolidated Total Funded Debt as of such day to Consolidated EBITDA for the

Measurement Period then ended.

“Contractual Obligation” means, as to any Person, any provision of any security issued

by such Person or of any written 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.

“CORRA” means the Canadian Overnight Repo Rate Average administered and

published by Bank of Canada (or any successor administrator).

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

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

Extension.

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR

published on such date on the Federal Reserve Bank of New York’s website (or any successor

source).

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

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other

liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

10

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 an interest rate equal to 2.0% plus the rate that otherwise would be

applicable (or if no rate is applicable, the Base Rate plus 2.0% per annum).

“Default Right” has the meaning specified in Section 10.21.

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that (a) has failed to

(i) fund all or any portion of its Loans within two Business Days of the date such Loans were

required to be funded hereunder unless such Lender notifies the Administrative Agent and the

Borrower in writing that such failure is the result of such Lender’s determination that one or

more conditions precedent to funding (each of which conditions precedent, together with any

applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii)

pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any

other amount required to be paid by it hereunder (including in respect of its participation in

Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has

notified the Borrower, 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 Business Days after written request by the

Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the

Borrower that it will comply with its prospective funding obligations hereunder (provided that

such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such

written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct

or indirect parent company that has, (i) become the subject of a proceeding under any Debtor

Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,

assignee for the benefit of creditors or similar Person charged with reorganization or liquidation

of its business or assets, including the Federal Deposit Insurance Corporation or any other state

or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In

Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership

or acquisition of any Equity Interests 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

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Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(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 Borrower, each L/C Issuer, the Swing Line

Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country

or territory itself is the subject of comprehensive Sanctions (currently, Cuba, Iran, North Korea,

Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, and the non-government controlled areas of the Kherson and Zaporizhzhia regions of

Ukraine).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in

one transaction or in a series of transactions and whether effected pursuant to a Division or

otherwise) of any property by any Person (including any sale and leaseback transaction and any

issuance of Equity Interests by a Subsidiary of such 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.

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

“Division” means the division of the assets, liabilities and/or obligations of a Person (the

“Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or

similar arrangement), which may or may not include the Dividing Person and pursuant to which

the Dividing Person may or may not survive.

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

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if

such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an

Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of

exchange for the purchase of Dollars with the Alternative Currency last provided (either by

publication or otherwise provided to the Administrative Agent or the L/C Issuer, as applicable)

by the applicable Bloomberg source (or such other publicly available source for displaying

exchange rates) on date that is two (2) Business Days immediately preceding the date of

determination (or if such service ceases to be available or ceases to provide such rate of

exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent

or the L/C Issuer, as applicable using any method of determination it deems appropriate in its

sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of

such amount in Dollars as determined by the Administrative Agent or the L/C Issuer, as

applicable, using any method of determination it deems appropriate in its sole discretion.  Any

determination by the Administrative Agent or the L/C Issuer pursuant to clauses (b) or (c) above

shall be conclusive absent manifest error.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any

political subdivision of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

12

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

an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b)

of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

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

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

“Effective Date” means the first date on which all the conditions precedent in Section

4.01 are satisfied or waived in accordance with Section 10.01.

“Electronic Copy” shall have the meaning specified in Section 10.17.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to

them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means any Person that meets the requirements to be an assignee

under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under

Section 10.06(b)(iii)); provided that in no event shall a Competitor or 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) be an Eligible Assignee.

“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 applicable L/C Issuer in such market and as to which a Dollar Equivalent may be

readily calculated.  If, after the designation by the applicable L/C Issuer of any currency as an

Alternative Currency (or if, with respect to any currency that constitutes an Alternative Currency

on the Effective Date, after the Effective Date), any change in currency controls or exchange

regulations or any change in the national or international financial, political or economic

conditions are imposed in the country in which such currency is issued, result in, in the

reasonable opinion of the applicable L/C Issuer, (a) such currency no longer being readily

available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer

readily calculable with respect to such currency or (c) providing such currency is impracticable

for the L/C Issuer (each of clauses (a), (b) and (c) a “Disqualifying Event”), then the

Administrative Agent shall promptly notify the Lenders and the Borrower, and such country’s

currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s)

no longer exist(s).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws,

regulations, ordinances, rules, judgments, orders or decrees relating to pollution and the

protection of the environment or the generation, use, handling, transportation, storage, treatment,

disposal, release or threatened release into the environment of, or exposure to, any Hazardous

Materials, including those related to hazardous substances or wastes, air emissions and

discharges to waste or public systems.

13

“Environmental Liability” means any liability, contingent or otherwise (including any

liability for damages, costs of environmental remediation, fines, penalties or indemnities), of or

relating to the Borrower, any other Loan Party or any of their respective Subsidiaries directly or

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

generation, use, handling, transportation, storage, treatment or disposal of any Hazardous

Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any

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

arrangement (other than liabilities with respect to insurance premiums) 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 or treated as a single employer with any Loan Party within the meaning of

Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code solely for purposes

of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the

withdrawal of any Loan Party 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 (within the meanings of

Sections 4203 and 4205 of ERISA) by any Loan Party or any ERISA Affiliate from a

Multiemployer Plan or receipt by any Loan Party or any ERISA Affiliate of notification that a

Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA; (d) the filing of a

notice by the plan administrator 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 under Section 4042 of ERISA; (f) the

occurrence of any event or condition which constitutes grounds under Section 4042 of ERISA

for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the

determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan

in endangered or critical status within the meaning of Sections 430(i) and 432 of the Code or

Sections 303(i) and 305 of ERISA; or (h) the imposition of any liability under Title IV of

ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,

upon any Loan Party or any ERISA Affiliate.

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor person), as in effect from time to time.

“Euro” and “€” mean the single currency of the Participating Member States.

“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) of such Recipient, franchise or

capital Taxes imposed on such Recipient in lieu of net income Taxes, and branch profits Taxes of

such Recipient, in each case, (i) imposed as a result of such Recipient (or, in the case of a pass-

through entity, any of its beneficial owners) being organized under the laws of, or having its

principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction

imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,

(b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or

for the account of such Lender with respect to an applicable interest in a Loan or Commitment

pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan

or Commitment (other than pursuant to an assignment request by the Borrower under Section

10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that,

pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to

such Lender’s assignor immediately before such Lender became a party hereto or to such Lender

immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s

failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed

pursuant to FATCA.

“Existing Credit Agreement” means that certain Revolving Credit Agreement dated as of

September 15, 2022 among Mattel, Inc., the lenders from time to time party thereto and Bank of

America, N.A., as administrative agent.

“Existing Letters of Credit” means those letters of credit listed on Schedule 1.01.

“Existing Maturity Date” has the meaning specified in Section 2.20(a).

“Extending Lender” has the meaning specified in Section 2.20(e).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not

materially more onerous to comply with), any current or future regulations or official

interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code

and any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement, treaty or convention among Governmental Authorities and

implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal

Reserve Bank of New York based on such day’s federal funds transactions by depository

institutions (as determined in such manner as the Federal Reserve Bank of New York shall set

forth on its public website from time to time) and published on the next succeeding Business Day

15

by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the

Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be

zero for purposes of this Agreement.

“Fee Letter” means that certain letter agreement, relating to the revolving credit facility

hereunder, dated as of June 17, 2024, among the Borrower, the Administrative Agent and BofA

Securities, Inc.

“Foreign Benefit Plan Event” means, with respect to any Foreign Pension Plan, (a) the

existence of unfunded liabilities in excess of the amount permitted under any applicable law or in

excess of the amount that would be permitted absent a waiver from any applicable Governmental

Authority or (b) the failure to make the required contributions or payments, under any applicable

law, on or before the due date for such contributions or payments.

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction

other than that in which the Borrower is resident for tax purposes (including such a Lender when

acting in the capacity of an L/C Issuer).  For purposes of this definition, the United States, each

State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Pension Plan” means any defined benefit plan sponsored, maintained or

contributed to by any Loan Party that is not subject to applicable law of the United States and

under applicable law outside of the United States is required to be funded through a trust or other

funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental

Authority.

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

“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

any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C

Obligations other than L/C Obligations as to which such Defaulting Lender’s participation

obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the

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

Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such

Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance

with the terms hereof.

“FSHCO” shall mean any Subsidiary of the Borrower that owns no material assets other

than the Equity Interests of (a) one or more CFCs or (b) other such Subsidiaries that own no

material assets other than the Equity Interests of CFCs.

“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.

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“GAAP” means generally accepted accounting principles in the United States consistent

with the opinions and pronouncements of the Accounting Principles Board and the American

Institute of Certified Public Accountants and statements and pronouncements of the Financial

Accounting Standards Board or such other principles as may be approved by a significant

segment of the accounting profession in the United States, that are applicable to the

circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other

nation, or of any political subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

government (including the Financial Conduct Authority, the Prudential Regulation Authority and

any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.06(g).

“Guarantee” has the meaning specified in the definition of “Indebtedness”.

“Guaranties” or “Guaranty” means any Subsidiary Guaranty.

“Guarantor” means each Subsidiary Guarantor.

“Hazardous Materials” means all explosive or radioactive substances or wastes regulated

pursuant to any Environmental Law and all hazardous or toxic substances, wastes or other

pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing

materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon gas, infectious

or medical wastes and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

“Indebtedness” as applied to any Person, means, without duplication:

(a)every obligation of such Person to repay money borrowed,

(b)every obligation of such Person for principal evidenced by bonds, debentures,

notes or other similar instruments, including obligations incurred in connection with the

acquisition of property, assets or businesses,

(c)every reimbursement obligation of such Person with respect to letters of credit,

bankers’ acceptances or similar facilities issued for the account of such Person,

(d)every obligation of such Person issued or assumed to pay the deferred purchase

price of property or services (including securities repurchase agreements but excluding (i) trade

accounts payable or accrued liabilities arising in the ordinary course of business and (ii) earnout

obligations in respect of assets or businesses acquired prior to the Effective Date),

(e)every obligation of such Person under any Capitalized Lease,

(f)every obligation of such Person under any Synthetic Lease Obligation,

17

(g)Indebtedness of any other entity (including any partnership in which such Person

is a general partner) to the extent that such Person is liable therefor as a result of such Person’s

ownership interest in or other relationship with such entity, except to the extent that the terms of

such Indebtedness provide that such Person is not liable therefor and such terms are enforceable

under applicable law,

(h)every obligation, contingent or otherwise, of such Person guaranteeing, or having

the economic effect of guaranteeing or otherwise acting as surety for, any obligation of a type

described in any of clauses (a) through (h) (the “primary obligation”) of another Person (the

“primary obligor”), in any manner, whether directly or indirectly, and including, without

limitation, any such obligation of such Person (i) to purchase or pay (or advance or supply funds

for the purchase of) any security for the payment of such primary obligation, (ii) to purchase

property, securities or services for the purpose of assuring the payment of such primary

obligation, or (iii) to maintain working capital, equity capital or other financial statement

condition or liquidity of the primary obligor so as to enable the primary obligor to pay such

primary obligation (each, a “Guarantee”).

The “amount” or “principal amount” of any Indebtedness at any time of determination

represented by (w) any Indebtedness, issued at a price that is less than the principal amount at

maturity thereof, shall be the amount of the liability in respect thereof determined in accordance

with GAAP, (x) any Capitalized Lease shall be the discounted aggregate rental obligations under

such Capitalized Lease required to be capitalized on the balance sheet of the lessee in accordance

with GAAP, and (y) any Synthetic Lease shall be the stipulated loss value, termination value or

other equivalent amount.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of any Loan Party under any

Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes, other

than Excluded Taxes.

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

“Information” has the meaning specified in Section 10.07.

“Interest Payment Date” means, (a) as to any Base Rate Loan (including a Swing Line

Loan), the fourth Business Day after the last calendar day of each March, June, September and

December of each calendar year, and on the Maturity Date, (b) as to any Alternative Currency

Daily Rate Loan, the fourth Business Day after the last calendar day of each March, June,

September and December of each calendar year, and on the Maturity Date and (c) as to any Term

SOFR Loan or any Alternative Currency Term Rate Loan, the fourth Business Day after the last

day of each Interest Period applicable to such Loan and the Maturity Date; provided, however,

that if any Interest Period for an Alternative Currency Term Rate Loan exceeds three months, the

respective dates that fall every three months after the beginning of such Interest Period shall be

Interest Payment Dates.

“Interest Period” means as to each Term SOFR Loan and each Alternative Currency

Term Rate Loan, the period commencing on the date such Loan is disbursed or converted to or

18

continued as a Term SOFR Loan or an Alternative Currency Term Rate Loan and ending on the

date one, three or (other than with respect to Term CORRA Rate Loans) six months thereafter (in

each case, subject to availability for the interest rate applicable to the relevant currency), as

selected by the Borrower in its Committed Loan Notice; provided that:

(i)any Interest Period that would otherwise end on a day that is not a

Business Day shall be extended to the next succeeding Business Day unless, in the case

of a Term SOFR Loan or an Alternative Currency Term Rate Loan, such Business Day

falls in another calendar month, in which case such Interest Period shall end on the next

preceding Business Day;

(ii)any Interest Period pertaining to a Term SOFR Loan or an Alternative

Currency Term Rate Loan that begins on the last Business Day of a calendar month (or

on a day for which there is no numerically corresponding day in the calendar month at the

end of such Interest Period) shall end on the last Business Day of the calendar month at

the end of such Interest Period; and

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

“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 applicable time).

“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 any L/C Issuer

and the Borrower (or any Subsidiary) or in favor of any L/C Issuer and relating to such Letter of

Credit.

“Laws” means, collectively, all applicable 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 Advance” means, with respect to each Lender, such Lender’s funding of its

participation in any L/C Borrowing in accordance with its Applicable Percentage.  All L/C

Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter

of Credit which has not been reimbursed on the date when made or refinanced as a Committed

Borrowing.  All L/C Borrowings shall be denominated in Dollars.

“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C

Issuer to issue Letters of Credit hereunder.  The initial amount of each L/C Issuer’s L/C

Commitment is set forth on Schedule 2.01B, or if an L/C Issuer has entered into an Assignment

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and Assumption or has otherwise assumed a Letter of Credit Commitment after the Effective

Date, the amount set forth for such L/C Issuer as its Letter of Credit Commitment in the Register

maintained by the Administrative Agent.  The Letter of Credit Commitment of an L/C Issuer

may be modified from time to time by agreement between such L/C Issuer and the Borrower, 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 Bank of America, Citibank, N.A. and Wells Fargo Bank,

N.A., in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of

Credit hereunder.  Any 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, at any time, the sum of (a) the aggregate undrawn amount of

all outstanding Letters of Credit at such time, including any automatic or scheduled increases

provided for by the terms of such Letters of Credit, determined without regard to whether any

conditions to drawing could be met at that time, plus (b) the aggregate amount of all

Unreimbursed Amounts, including all L/C Borrowings.  The L/C Obligations of any Lender at

any time shall be its Applicable Percentage of the total L/C Obligations at such time.  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 3.13 or

Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents

have been presented but not yet honored, such Letter of Credit shall be deemed to be

“outstanding” and “undrawn” in the amount so remaining available to be paid, and the

obligations of the Borrower and each Lender shall remain in full force and effect until the L/C

Issuers and the Lenders shall have no further obligations to make any payments or disbursements

under any circumstances with respect to any Letter of Credit.

“Lead Arrangers” means, collectively, BofA Securities, Inc., Citibank, N.A. and Wells

Fargo Securities, LLC, each in its capacity as co-lead arranger and co-book runner.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the

context requires, includes the Swing Line Lender.

“Lender Parties” and “Lender Recipient Parties” mean, collectively, the Lenders, the

Swing Line Lender and the L/C Issuers.

“Lending Office” means, as to any Lender, the office or offices of such Lender described

as such in such Lender’s Administrative Questionnaire as provided to the Borrower, or such

other office or offices as a Lender may from time to time notify the Borrower and the

Administrative Agent, which office may include any Affiliate of such Lender or any domestic or

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foreign branch of such Lender or such Affiliate.  Unless the context otherwise requires each

reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” means any standby or commercial letter of credit issued hereunder,

including the Existing Letters of Credit.  Letters of Credit may be issued in Dollars or 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 Fee” has the meaning specified in Section 2.04(j).

“Letter of Credit Sublimit” means an amount equal to $75,000,000.  The Letter of Credit

Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,

encumbrance, easement, right-of-way or other encumbrance on title to real property, lien

(statutory or other), charge, or preference, priority or other security interest or preferential

arrangement in the nature of a security interest of any kind or nature whatsoever (including any

conditional sale or other title retention agreement, and any financing lease having substantially

the same economic effect as any of the foregoing); provided that in no event shall an operating

lease be deemed to constitute a Lien.

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

form of a Committed Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, each Note, any Guaranties, the Fee Letter and

any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of

Section 2.18 of this Agreement and any amendments, modifications or supplements hereto or to

any other Loan Document or waivers hereof or of any other Loan Document.

“Loan Parties” means, collectively, the Borrower and each Guarantor (if any).

“Material Acquisition” means any acquisition (in one transaction or a series of

transactions, and including (x) by means of the purchase or other acquisition of assets and/or

Equity Interests or (y) as the result of a merger, consolidation or amalgamation) with an

aggregate cash or cash equivalent consideration of greater than or equal to $500,000,000.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse

effect upon, the operations, business, assets, properties, liabilities (actual or contingent), or

condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a

material impairment of the rights and remedies of the Administrative Agent or any Lender under

any Loan Documents, or of the ability of any Loan Party to perform its Obligations under any

Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity,

binding effect or enforceability against any Loan Party of any Loan Document to which it is a

party.

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“Maturity Date” means the later to occur of (a) July 15, 2029, and (b) if maturity is

extended pursuant to Section 2.20, such extended maturity date as determined thereunder;

provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall

be the immediately preceding Business Day.

“Measurement Period” means, at any date of determination, the most recently completed

four fiscal quarters of the Borrower for which financial statements have been delivered or are

required to be delivered pursuant to Section 6.01(a) or 6.01(b).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral

consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure

during the existence of a Defaulting Lender, an amount equal to the Fronting Exposure of the L/

C Issuers with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to

Cash Collateral consisting of cash or deposit account balances provided in accordance with the

provisions of Section 2.18(a)(i), (a)(ii) or (a)(iii), an amount equal to the Outstanding Amount of

all L/C Obligations, and (iii) 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.

“Multiemployer Plan” means any “employee benefit plan” (as defined in Section 3(3) of

ERISA) of the type defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any

ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan

years, has made or been obligated to make contributions.

“Multiple Employer Plan” means an “employee benefit plan” (as defined in Section 3(3)

of ERISA) which has two or more contributing sponsors (including any Loan Party or any

ERISA Affiliate) at least two of whom are not under common control, as defined in Section 4064

of ERISA.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver

or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance

with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.

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

at such time.

“Non-Extending Lender” has the meaning specified in Section 2.20(b).

“Non-Priority Indebtedness” means Indebtedness which (a) is not senior to the

Obligations, (b) does not have any priority of payment over the Obligations and (c) is not secured

by Liens on any of the Borrower’s or any Subsidiary’s assets.  For the avoidance of doubt, as of

the Effective Date, “Non-Priority Indebtedness” includes the Senior Unsecured Notes.

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

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing

Loans made by such Lender to the Borrower, substantially in the form of Exhibit C-1 or Exhibit

C-2, as applicable.

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“Notice Date” has the meaning specified in Section 2.20(b).

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and

duties of, any Loan Party arising under any Loan Document or otherwise with respect to any

Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),

absolute or contingent, due or to become due, now existing or hereafter arising and including

interest and fees that accrue after the commencement by or against any Loan Party or any

Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the

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

such proceeding.  Without limiting the foregoing, the Obligations include the obligation to pay

principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other

amounts payable by any Loan Party under any Loan Document.

“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 charter or

certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive

documents); (b) with respect to any limited liability company, the certificate or articles of

formation or organization and operating or limited liability agreement (or equivalent or

comparable constitutive documents); and (c) with respect to any partnership, joint venture, trust

or other form of business entity, the partnership, joint venture or other applicable agreement of

formation or organization and any agreement, instrument, filing or notice with respect thereto

filed in connection with its formation or organization with the applicable Governmental

Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or

articles of formation or organization of such entity.

“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(b)).

“Outstanding Amount” means (i) with respect to Committed Loans on any date, the

Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving

effect to any borrowings and prepayments or repayments of such Committed Loans occurring on

such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal

amount thereof after giving effect to any borrowings and prepayments or repayments of such

Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any

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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 Borrower 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 L/C Issuers, 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 L/C Issuers, as the case may be, in accordance with banking

industry rules on interbank compensation.

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

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

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer

Plan), including a Multiple Employer Plan, that is maintained or contributed to by any Loan

Party or any ERISA Affiliate or with respect to which any Loan Party or any ERISA Affiliate

has any liability and is subject to Title IV of ERISA or the minimum funding standards under

Section 412 of the Code.

“Permitted Receivables Securitization Facility” means any transaction or series of related

transactions providing for the financing of any Receivables for a Receivables Subsidiary;

provided that any such transaction shall be consummated on terms that include terms

substantially as described on Schedule 1.03 or as the Required Lenders may otherwise consent,

such consent not to be unreasonably withheld.

“Permitted Refinancing” has the meaning specified in Section 7.02(d).

“Person” means any natural person, corporation, limited liability company, trust, joint

venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 6.02.

“pro forma effect” means, with respect to compliance with any test or covenant for any

period (including any Measurement Period) hereunder, compliance with such test or covenant

after giving effect to (x) any acquisition or Disposition of a subsidiary, product line or business

unit, (y) any related incurrence or repayment of Indebtedness and (z) any other transaction

specifically required to be given pro forma effect thereto, in each case, to the extent that such

transaction or series of related transactions involves aggregate consideration or is reasonably

expected to result in a contribution to Consolidated EBITDA in excess of $50,000,000, giving

24

effect to increases or (as the case may be) decreases in Consolidated EBITDA based on the

historical financial results of such Disposed or acquired entity, and using, for purposes of

determining such compliance with respect to the Borrower and its Subsidiaries, the consolidated

financial statements of the Borrower and its Subsidiaries as if (x) such transaction(s) had been

consummated at the commencement of such period and (y) any such repayment, redemption,

repurchase, retirement or extinguishment of Indebtedness had been consummated as of the last

day of such period.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of

Labor, as any such exemption may be amended from time to time.

“QFC” has the meaning specified in Section 10.21.

“QFC Credit Support” has the meaning specified in Section 10.21.

“Quarterly Financial Statements” means the unaudited consolidated balance sheet of the

Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2024, and the related

consolidated statements of operations, comprehensive earnings (or loss), stockholders’ equity

and cash flows for such fiscal quarter of the Borrower and its Subsidiaries.

“Rate Determination Date” means two (2) Business Days prior to the commencement of

such Interest Period (or such other day as is generally treated as the rate fixing day by market

practice in such interbank market, as determined by the Administrative Agent; provided that to

the extent such market practice is not administratively feasible for the Administrative Agent,

such other day as otherwise reasonably determined by the Administrative Agent).

“Receivables” means all accounts and accounts receivable of the Borrower or any of its

Subsidiaries, including, without limitation, any accounts and accounts receivable constituting or

evidenced by chattel paper, instruments or general intangibles, all unpaid rights of such Person

(including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or

arising therefrom, all proceeds thereof and rights (contractual and other) and collateral for such

accounts and accounts receivable, and all insurance policies or rights relating to any of the

foregoing.  Notwithstanding the foregoing, Receivables shall not include any rights or interests in

intellectual property of the Borrower or any of its Subsidiaries.

“Receivables Subsidiary” means any special purpose, bankruptcy-remote corporation,

limited liability company, trust or other entity established and majority owned by the Borrower

or a Subsidiary that purchases, receives contributions of, or receives financing secured by,

Receivables generated by the Borrower or any of its Subsidiaries.

“Recipient” means the Administrative Agent, any Lender, each L/C Issuer or any other

recipient of any payment to be made by or on account of any obligation of any Loan Party

hereunder.

“Recourse Obligations” of a Person means all sales with recourse by such Person of (i)

accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or

documents creating or evidencing a right to payment of money or (iii) other receivables

(collectively “receivables”), whether pursuant to a purchase facility or otherwise, other than in

25

connection with the disposition of the business operations of such Person relating thereto or a

disposition of defaulted receivables for collection and not as a financing arrangement, and

together with any obligation of such Person to pay any discount, interest, fees, indemnities,

penalties, recourse, expenses or other amounts in connection therewith.  The outstanding amount

of any Recourse Obligation shall be the portion of the principal investment of the purchaser

thereof (other than the Borrower or a Subsidiary) as to which recourse to such Person exists, in

any event excluding amounts representative of yield and interest earned on such investment.

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

“Regulation U” means Regulation U of the FRB, as in effect from time to time and all

official rulings and interpretations thereunder or thereof.

“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 Rate” means with respect to any Credit Extension denominated in (a) Dollars,

Term SOFR, (b) Sterling, SONIA, (c) Euros, EURIBOR, (d) Canadian Dollars, the Term

CORRA Rate and (e) Japanese Yen, TIBOR, as applicable.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other

than events for which the 30-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or

continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit

Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing

Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures

representing more than 50% of the Total Credit Exposures of all Lenders or, if the commitment

of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit

Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate

more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s

participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for

purposes of this computation).  The Total Credit Exposure of, and Total Outstandings held by,

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 as specified in Section 2.13(b)(ii).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means (a) the chief executive officer, chief operating officer,

president, chief legal officer, chief financial officer, executive vice president, senior vice

president, treasurer, assistant treasurer, assistant general counsel or controller of a Loan Party, (b)

solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the

secretary or any assistant secretary of a Loan Party, and (c) solely for purposes of notices given

pursuant to Article II, any other officer or employee of the applicable Loan Party so designated

by any of the foregoing officers in a notice to the Administrative Agent or any other officer or

employee of the applicable Loan Party designated in or pursuant to an agreement between the

applicable Loan Party and the Administrative Agent.  Any document delivered hereunder that is

signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been

authorized by all necessary corporate, partnership and/or other action on the part of such Loan

Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of

such Loan Party.

“Revaluation Date” means (a) with respect to any Committed Loan, each of the

following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) with respect to an

Alternative Currency Daily Rate Loan, the last calendar day of each March, June, September and

December of each calendar year, (iii) each date of a continuation of an Alternative Currency

Term Rate Loan pursuant to Section 2.02, and (iii) such additional prospective dates as the

Administrative Agent shall reasonably determine or the Required Lenders shall reasonably

require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of

issuance, amendment or extension of a Letter of Credit denominated in an Alternative Currency

(in the case of an amendment, to the extent that such amendment has the effect of increasing the

amount thereof), (ii) each date of any payment by the applicable L/C Issuer under any Letter of

Credit denominated in an Alternative Currency, (iii) in the case of all Existing Letters of Credit

denominated in Alternative Currencies, the Effective Date, and (iv) such additional prospective

dates as the Administrative Agent or the applicable L/C Issuer shall reasonably determine or the

Required Lenders shall reasonably require.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate

principal amount at such time of its outstanding Committed Loans and such Lender’s

participation in L/C Obligations and Swing Line Loans at such time.

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

Inc., and any successor thereto.

“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 in good faith by the

Administrative Agent or the applicable L/C Issuer, 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.

“Sanctions” means economic or financial sanctions administered or enforced by the

United States Government (including, without limitation, OFAC), the European Union, His

Majesty’s Treasury (“HMT”), the Government of Canada, or the United Nations Security

Council.

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“Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority

succeeding to any of its principal functions.

“Senior Unsecured 2010 Note Documents” shall mean (a) the Senior Unsecured 2010

Notes, the Senior Unsecured 2010 Note Indenture and all other documents relating to, evidencing

or governing the Senior Unsecured 2010 Notes or the obligations thereunder and (b) such

agreements with respect to any Permitted Refinancing thereof.

“Senior Unsecured 2010 Note Indenture” shall mean the Indenture, dated as of

September 23, 2010, between the Borrower and Union Bank, N.A., as trustee (or any successor

thereto as trustee, including, for the avoidance of doubt, U.S. Bank National Association), or

such other agreement as may govern any Permitted Refinancing thereof.

“Senior Unsecured 2010 Notes” shall mean the notes that may be issued pursuant to the

Senior Unsecured 2010 Note Indenture.

“Senior Unsecured 2019 Note Documents” shall mean (a) the Senior Unsecured 2019

Notes, the Senior Unsecured 2019 Note Indenture and all other documents relating to, evidencing

or governing the Senior Unsecured 2019 Notes or the obligations thereunder and (b) such

agreements with respect to any Permitted Refinancing thereof.

“Senior Unsecured 2019 Note Indenture” shall mean the Indenture, dated as of

November 20, 2019, by and between the Borrower and the Senior Unsecured 2019 Note Trustee

or such other agreement as may govern any Permitted Refinancing thereof.

“Senior Unsecured 2019 Notes” shall mean the notes that may be issued pursuant to the

Senior Unsecured 2019 Note Indenture.

“Senior Unsecured 2019 Note Trustee” shall mean MUFG Union Bank, N.A., as trustee

(or any successor thereto as trustee, including, for the avoidance of doubt, U.S. Bank National

Association).

“Senior Unsecured 2021 Note Documents” shall mean (a) the Senior Unsecured 2021

Notes, the Senior Unsecured 2021 Note Indentures and all other documents relating to,

evidencing or governing any Senior Unsecured 2021 Notes or the obligations thereunder and

(b) such agreements with respect to any Permitted Refinancing thereof.

“Senior Unsecured 2021 Note Indentures” shall mean, collectively, each Indenture, dated

as of March 19, 2021, by and between the Borrower and the Senior Unsecured 2021 Note

Trustee or such other agreements as may govern any Permitted Refinancing thereof.

“Senior Unsecured 2021 Notes” shall mean the notes that may be issued pursuant to any

Senior Unsecured 2021 Note Indenture.

“Senior Unsecured 2021 Note Trustee” shall mean U.S. Bank National Association, as

trustee.

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“Senior Unsecured Note Documents” shall mean the Senior Unsecured 2010 Note

Documents, the Senior Unsecured 2019 Note Documents and the Senior Unsecured 2021 Note

Documents.

“Senior Unsecured Note Indentures” shall mean the Senior Unsecured 2010 Note

Indenture, the Senior Unsecured 2019 Note Indenture and the Senior Unsecured 2021 Note

Indentures.

“Senior Unsecured Notes” shall mean the Senior Unsecured 2010 Notes, the Senior

Unsecured 2019 Notes and the Senior Unsecured 2021 Notes.

“Significant Guaranteed Indebtedness” means any Indebtedness of the Borrower in an

aggregate principal or committed amount equal to or greater than $50,000,000.

“Significant Subsidiary” means any Subsidiary of the Borrower (other than any

Receivables Subsidiary), which, either alone or together with the Subsidiaries of such Subsidiary,

meets either of the following conditions:

(a)the investments of the Borrower and its Subsidiaries in, or their proportionate

share (based on their equity interests) of the book value of the total assets (after intercompany

eliminations) of, the Subsidiary in question exceed 10% of the book value of the total assets of

the Borrower and its Subsidiaries on a consolidated basis as of the last day of the Borrower’s

most recent Measurement Period, or

(b)the equity of the Borrower and its Subsidiaries in the revenues of the Subsidiary

in question exceeds 10% of the revenues from continuing operations of the Borrower and its

Subsidiaries on a consolidated basis for the Borrower’s most recent Measurement Period;

provided that; if (x) the investments of the Borrower and its Subsidiaries in, or their

proportionate share (based on their equity interests) of the book value of the total assets (after

intercompany eliminations) of, the Significant Subsidiaries in the aggregate does not equal or

exceed 90% of the book value of the total assets of the Borrower and its Subsidiaries on a

consolidated basis as of the last day of the Borrower’s most recent Measurement Period or (y)

the equity of the Borrower and its Subsidiaries in the revenues of the Significant Subsidiaries in

the aggregate does not equal or exceed 90% of the revenues from continuing operations of the

Borrower and its Subsidiaries on a consolidated basis for the Borrower’s most recent

Measurement Period, then the Borrower shall designate additional Significant Subsidiaries such

that (x) the investments of the Borrower and its Subsidiaries in, or their proportionate share

(based on their equity interests) of the book value of the total assets (after intercompany

eliminations) of, the Significant Subsidiaries in the aggregate does equal or exceed 90% of the

book value of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of

the last day of the Borrower’s most recent Measurement Period and (y) the equity of the

Borrower and its Subsidiaries in the revenues of the Significant Subsidiaries in the aggregate

does equal or exceed 90% of the revenues from continuing operations of the Borrower and its

Subsidiaries on a consolidated basis for the Borrower’s most recent Measurement Period.

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

Administrator.

29

“SOFR Adjustment” means 0.10% (10 basis points).

“SOFR Administrator” means the Federal Reserve Bank of New York, as the

administrator of SOFR, or any successor administrator of SOFR designated by the Federal

Reserve Bank of New York or other Person acting as the SOFR Administrator at such time that

is satisfactory to the Administrative Agent.

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

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

“SONIA” means, with respect to any applicable determination date, the Sterling

Overnight Index Average Reference Rate published on the fifth Business Day preceding such

date on the applicable Reuters screen page (or such other commercially available source

providing such quotations as may be designated by the Administrative Agent from time to time);

provided however that if such determination date is not a Business Day, SONIA means such rate

that applied on the first Business Day immediately prior thereto.

“SPC” has the meaning specified in Section 10.06(g).

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

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability

company or other business entity 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 Borrower.

“Subsidiary Guarantor” means any Domestic Subsidiary of the Borrower that executes

and delivers a Subsidiary Guaranty or Subsidiary Guaranty Supplement from time to time

pursuant to Section 6.12, unless any such Subsidiary has ceased to be a Guarantor pursuant to the

terms hereof.

“Subsidiary Guaranty” means a Subsidiary Guaranty made by one or more Subsidiary

Guarantors in favor of the Administrative Agent, for the benefit of the Lender Parties,

substantially in the form of Exhibit G, together with each Subsidiary Guaranty Supplement

delivered pursuant to Section 6.12.

“Subsidiary Guaranty Supplement” has the meaning specified in the Subsidiary Guaranty.

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

“Supported QFC” has the meaning specified in Section 10.21.

“Swap Contract” means any agreement or arrangement designed to protect at least one of

the parties thereto from the fluctuations of interest rates, exchange rates or forward rates

applicable to such party’s assets, liabilities or exchange transactions, including, but not limited

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to, interest rate exchange agreements, forward currency exchange agreements, interest rate cap or

collar protection agreements, forward rate currency or interest rate options, puts and warrants.

“Swing Line” means the revolving credit facility made available by the Swing Line

Lender pursuant to Section 2.05.

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

2.05.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line

Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.05(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to

Section 2.05(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 Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b)

the Aggregate Commitments.  The Swing Line Sublimit is part of, and not in addition to, the

Aggregate Commitments.

“Synthetic Lease” means (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).

“Synthetic Lease Obligation” means the monetary obligation of a Person under a

Synthetic Lease.

“T2” means the real time gross settlement system operated by the Eurosystem, or any

successor system.

“TARGET Day” means any day on which T2 (or, if such payment system ceases to be

operative, such other payment system (if any) reasonably determined by the Administrative

Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), assessments, or fees or other charges related

thereto imposed by any Governmental Authority, including any interest, additions to tax or

penalties applicable thereto.

“Term CORRA” has the meaning specified in the definition of “Alternative Currency

Term Rate”.

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“Term CORRA Adjustment” means 0.29547% (29.547 basis points) for an Interest

Period of one-month’s duration and 0.32138% (32.138 basis points) for an Interest Period of

three-months’ duration.

“Term CORRA Loan” means a Committed Loan that bears interest at a rate based on

clause (b) of the definition of Alternative Currency Term Rate.

“Term CORRA Rate” has the meaning specified in the definition of “Alternative

Currency Term Rate”.

“Term SOFR” means:

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum

equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the

commencement of such Interest Period with a term equivalent to such Interest Period; provided

that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR

means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day

immediately prior thereto, in each case,plus the SOFR Adjustment for such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate

per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day

plus0.10%;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions

(a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed

zero for purposes of this Agreement.

“Term SOFR Loan” means a Committed Loan that bears interest at a rate based on clause

(a) of the definition of Term SOFR.

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

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by

CME (or any successor administrator satisfactory to the Administrative Agent) and published on

the applicable Reuters screen page (or such other commercially available source providing such

quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount” means $100,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments

and Revolving Credit Exposure of such Lender at such time.

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

Obligations.

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan, a

Term SOFR Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term

Rate Loan.

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“UCC” shall mean the Uniform Commercial Code in effect in the State of New York

from time to time; provided, however, that, at any time, if by reason of mandatory provisions of

any requirement of law, the Uniform Commercial Code as in effect in a jurisdiction other than

the State of New York governs, the term “UCC” shall mean the Uniform Commercial Code as in

effect, at such time, in such other jurisdiction for purposes of the provisions relating to such

perfection or priority and for purposes of definitions relating to such provisions.

“UCP” means the Uniform Customs and Practice for Documentary Credits, International

Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at

the applicable time).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended form 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.

“Unfunded Pension Liability” means the excess (if any) of a Pension Plan’s “ funding

target” (as such term is defined in Section 430 of the Code), over such Pension Plan’s “ value of

plan assets” (as such term is defined in Section 430 of the Code), determined as of the valuation

date of the most recent actuarial valuation of such Pension Plan in accordance with the

assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the

applicable plan year.

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

“Unreimbursed Amount” has the meaning specified in Section 2.04(f).  Upon an L/C

Borrowing, the Unreimbursed Amount that is covered by such L/C Borrowing shall be deemed

to be represented by, and not in addition to, such L/C Borrowing.

“U.S. Government Securities Business Day” means any Business Day, except any

Business Day on which any of the Securities Industry and Financial Markets Association, the

New York Stock Exchange or the Federal Reserve Bank of New York is not open for business

because such day is a legal holiday under the federal laws of the United States or the laws of the

State of New York, as applicable.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)

of the Code.

“Withholding Agent” means the Borrower or 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-

33

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, supplemented or

otherwise modified (subject to any express restrictions on such amendments, supplements or

modifications set forth herein or in any other Loan Document), (ii) any reference herein to any

Person shall be construed to include such Person’s successors and assigns, (iii) the words

“hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any

Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any

particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,

Exhibits and Schedules unless otherwise specified shall be construed to refer to Articles and

Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,

(v) any reference to any Law shall include all statutory and regulatory provisions consolidating,

amending, replacing or interpreting such law and any reference to any law, rule or regulation

shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or

supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to

have the same meaning and effect and to refer to any and all applicable tangible and intangible

assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified

date, the word “from” means “from and including”; the words “to” and “until” each mean “to but

excluding”; and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for

convenience of reference only and shall not affect the interpretation of this Agreement or any

other Loan Document.

(d)Any reference herein to a merger, transfer, consolidation, amalgamation,

consolidation, 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,

34

transfer, consolidation, amalgamation, consolidation, 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 or entity).

1.03.Accounting Terms.

(a)Generally.  All accounting terms not specifically or completely defined herein

shall be construed in conformity with, and all financial data (including financial ratios and other

financial calculations) required to be submitted pursuant to this Agreement shall be prepared in

conformity with, GAAP as in effect from time to time, applied on a basis consistent (except for

changes concurred in by the Borrower’s independent public accountants) with the most recent

audited consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant

to Section 6.01 or, prior to such delivery, the Audited Financial Statements, except as otherwise

specifically prescribed herein.

(b)Changes in GAAP.  If at any time any change in GAAP would affect the

computation of any financial ratio or requirement set forth in any Loan Document, and either the

Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and

the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the

original intent thereof in light of such change in GAAP (subject to the approval of the Required

Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be

computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall

provide to the Administrative Agent a written reconciliation between calculations of such ratio or

requirement made before and after giving effect to such change in GAAP; provided further that

such reconciliation shall be required to be provided only for the four fiscal quarters following

such change.  Without limiting the foregoing, including for the purpose of calculating the

Consolidated Total Leverage Ratio, leases shall continue to be classified and accounted for on a

basis consistent with that reflected in the Audited Financial Statements (i.e. without giving effect

to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842)) for all purposes of

this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto

shall enter into a mutually acceptable amendment addressing such changes, as provided for

above. For the avoidance of doubt, changes in GAAP shall include both changes adopted after

the date hereof and changes adopted prior to the date hereof and first made effective as to the

Loan Parties after the date hereof.

1.04.Rounding. Any financial ratios required to be maintained by the Borrower

pursuant to this Agreement shall be calculated by dividing the appropriate component by the

other component, carrying the result to one place more than the number of places by which such

ratio is expressed herein and rounding the result up or down to the nearest number (with a

rounding-up if there is no nearest number).

1.05.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

35

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 Loan Parties

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 or such L/

C Issuer, as applicable.

(b)Wherever in this Agreement in connection with a Borrowing, conversion,

continuation or prepayment of an Alternative Currency 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, 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 or the applicable L/C Issuer, as the

case may be.

1.06.[Reserved].

1.07.Change of Currency.

(a)Each obligation of the Borrower 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 Effective 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 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, in consultation with the Borrower, may from time to

time reasonably specify to be appropriate to reflect the adoption of the Euro by any member state

of the European Union and any relevant market conventions or practices relating to the Euro.

(c)Each provision of this Agreement also shall be subject to such reasonable changes

of construction as the Administrative Agent, in consultation with the Borrower, may from time to

time reasonably 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.

1.08.Times of Day. Unless otherwise specified, all references herein to times of day

shall be references to Eastern time (daylight or standard, as applicable).

1.09.Letter of Credit Amounts.  Unless otherwise specified herein, the amount of a

Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of

36

such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of

Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or

more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall

be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit

after giving effect to all such increases, whether or not such maximum stated amount is in effect

at such time.

1.10.Interest Rates. The Administrative Agent does not warrant, nor accept

responsibility, nor shall the Administrative Agent have any liability with respect to the

administration, submission or any other matter related to any reference rate referred to herein or

with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any

related spread or other adjustment) that is an alternative or replacement for or successor to any

such rate (including, without limitation, any Successor Rate) (or any component of any of the

foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The

Administrative Agent and its affiliates or other related entities may engage in transactions or

other activities that affect any reference rate referred to herein, or any alternative, successor or

replacement rate (including, without limitation, any Successor Rate) (or any component of any of

the foregoing) or any related spread or other adjustments thereto, in each case, in a manner

adverse to the Borrower. The Administrative Agent may select information sources or services in

its reasonable discretion to ascertain any reference rate referred to herein or any alternative,

successor or replacement rate (including, without limitation, any Successor Rate) (or any

component of any of the foregoing), in each case pursuant to the terms of this Agreement, and

shall have no liability to the Borrower, any Lender or any other person or entity for damages of

any kind, including direct or indirect, special, punitive, incidental or consequential damages,

costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),

for any error or other action or omission related to or affecting the selection, determination, or

calculation of any rate (or component thereof) provided by any such information source or

service.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01.Committed Loans. Subject to the terms and conditions set forth herein, each

Lender hereby severally agrees to make loans (each such loan, a “Committed Loan”) to the

Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business

Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding

the amount of such Lender’s Commitment; provided, however, that after giving effect to any

Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments

and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s

Commitment.  Within the limits of each Lender’s Commitment, and subject to the other terms

and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section

2.06, and reborrow under this Section 2.01. Committed 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.Borrowings, Conversions and Continuations of Committed Loans.

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(a)Each Committed Borrowing, each conversion of Committed Loans from one

Type to the other, and each continuation of a Term SOFR Loan or an Alternative Currency Term

Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent,

which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any

telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a

Committed Loan Notice.  Each such Committed Loan Notice must be received by the

Administrative Agent not later than (i) in the case of Term SOFR Loans, 1:00 p.m. two Business

Days prior to the requested date of any Borrowing of, or conversion to Term SOFR Loans or of

any conversion of Term SOFR Loans to Base Rate Loans, (ii) in the case of Alternative Currency

Loans, 1:00 p.m.  three Business Days prior to the requested date of any Borrowing or, in the

case of Alternative Currency Term Rate Loans, any continuation, and (iii) 1:00 p.m. on the

requested date of any Borrowing of Base Rate Committed Loans.  Each Borrowing of,

conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in

an amount not less than the 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 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate

Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in

excess thereof.  Each Committed Loan Notice shall specify (i) whether the Borrower is

requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the

other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the

requested date of the Borrowing, conversion or continuation, as the case may be (which shall be

a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or

continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed

Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect

thereto and (vi) the currency of the Committed Loans to be borrowed.  If the Borrower fails to

specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed

Loans so requested shall be made in Dollars.  If the Borrower fails to specify a Type of

Committed Loan in a Committed Loan Notice, then the applicable Committed Loans shall be

made as Base Rate Loans.  If the Borrower fails to give a timely notice requesting a conversion

or continuation, then the applicable Committed Loans shall be made as, or converted to, a

Borrowing of Term SOFR Loans with an Interest Period of one month; provided, however, that

in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans,

such Loans shall be continued as Alternative Currency Term Rate Loans in their original

currency with an Interest Period of one month.  Any automatic conversion to Base Rate Loans

shall be effective as of the last day of the Interest Period then in effect with respect to the

applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or

continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such

Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have

specified an Interest Period of one month.  Except as provided pursuant to Section 3.03, no

Committed Loan may be converted into or continued as a Committed Loan denominated in a

different currency, but instead must be prepaid in the original currency of such Committed Loan

and reborrowed in the other currency.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall

promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the

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applicable Committed Loans, and if no timely notice of a conversion or continuation is provided

by the Borrower, the Administrative Agent shall notify each Lender of the details of any

automatic conversion to Base Rate Loans or continuation of Alternative Currency Term Rate

Loans, in each case as described in the preceding subsection.  In the case of a Committed

Borrowing, each Lender shall make the amount of its Committed Loan available to the

Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable

currency not later than 3:00 p.m. in the case of any Committed Loan denominated in Dollars and

not later than the Applicable Time specified by the Administrative Agent in the case of any

Committed Loan denominated in an Alternative Currency, in each case on the Business Day

specified in the applicable Committed Loan Notice.  Subject to satisfaction of the applicable

conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received

available to the Borrower in like funds as received by the Administrative Agent either by (i)

crediting the account of the Borrower on the books of Bank of America with the amount of such

funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to

(and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however,

that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in

Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of

such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and,

second, shall be made available to the Borrower as provided above.

(c)Except 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 Term SOFR Loan or Alternative Currency Term Rate Loan.  During the

existence of a Default, no Committed Loans may be requested as, or converted to Alternative

Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative

Currency Term Rate Loans, as applicable, without the consent of the Required Lenders.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of

the interest rate applicable to any Interest Period for Term SOFR Loans or Alternative Currency

Term Rate Loans upon determination of such interest rate.

(e)After giving effect to all Committed Borrowings, all conversions of Committed

Loans from one Type to the other, and all continuations of Committed Loans as the same Type,

there shall not be more than 10 Interest Periods in effect with respect to Committed Loans.

(f)Notwithstanding anything to the contrary in this Agreement, any Lender may

exchange, continue or rollover all of the 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 Borrower, the Administrative

Agent, and such Lender.

(g)With respect to SOFR or Term SOFR or any Alternative Currency Daily Rate, the

Administrative Agent will have the right to make Conforming Changes from time to time and,

notwithstanding anything to the contrary herein or in any other Loan Document, any

amendments implementing such Conforming Changes will become effective without any further

action or consent of any other party to this Agreement or any other Loan Document; provided

that, with respect to any such amendment effected, the Administrative Agent shall post each such

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amendment implementing such Conforming Changes to the Borrower and the Lenders

reasonably promptly after such amendment becomes effective.

2.03.[Intentionally Omitted].

2.04.Letters of Credit.

(a)General.  Subject to the terms and conditions set forth herein, in addition to the

Committed Loans provided for in Section 2.01, the Borrower may request any L/C Issuer, in

reliance on the agreements of the Lenders set forth in this Section 2.04, to issue, at any time and

from time to time during the Availability Period, Letters of Credit denominated in Dollars or an

Alternative Currency 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 Commitments.

(b)Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.  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 Borrower 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 2:00 p.m. at least two Business Days (or such later date and time as 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

2.04(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 Borrower also shall submit a letter of credit application and

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 form of letter of credit application and

reimbursement agreement or other agreement submitted by the Borrower to, or entered into by

the Borrower with, an L/C Issuer relating to any Letter of Credit, the terms and conditions of this

Agreement shall control.

If the Borrower 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-month period

(commencing with the date of issuance of such Letter of Credit) by giving prior notice to the

beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-

month period to be agreed upon by the Borrower 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 Borrower

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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 2.04(d); provided, that such L/C Issuer shall not (i) permit any such extension if (A) such

L/C Issuer has determined that it would not be permitted, or would have no obligation, at such

time to issue such Letter of Credit in its extended form under the terms hereof (except that the

expiration date may be extended to a date that is no more than one year from the then-current

expiration date) or (B) 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 Business Days before the

Non-Extension Notice Date from the Administrative Agent that the Required Lenders have

elected not to permit such extension or (ii) 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 Business Days before the Non-Extension Notice Date from the

Administrative Agent, any Lender or the Borrower 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.

(c)Limitations on Amounts, Issuance and Amendment.  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 Borrower shall be deemed to

represent and warrant that), after giving effect to such issuance, amendment, extension,

reinstatement or renewal (i) the aggregate amount of the outstanding Letters of Credit issued by

any L/C Issuer shall not exceed its L/C Commitment, (ii) the Outstanding Amount of the L/C

Obligations shall not exceed the Letter of Credit Sublimit, (iii) the Revolving Credit Exposure of

any Lender shall not exceed its Commitment and (iv) the total Revolving Credit Exposures shall

not exceed the total Commitments; provided that Citibank, N.A. shall not be required to issue

commercial Letters of Credit without its prior written consent.

(i)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 Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss,

cost or expense which was not applicable on the Effective Date and which such L/

C Issuer in good faith deems material to it;

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(B)the issuance of such Letter of Credit would violate one or more

Laws or 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 $10,000, in

the case of a commercial Letter of Credit, or $100,000, in the case of a standby

Letter of Credit; or

(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,

satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such

Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after

giving effect to Section 2.19(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.

(ii)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 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 months after the then-current expiration date of such Letter of Credit) and

(ii) the date that is five Business Days prior to the Maturity 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 2.04(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 Commitments.

(ii)In consideration and in furtherance of the foregoing, each Lender hereby

absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent in

Dollars, for account of the applicable L/C Issuer, such Lender’s Applicable Percentage of

each L/C Disbursement made by an L/C Issuer (expressed in Dollars in the amount of the

Dollar Equivalent thereof)  not later than 1:00 p.m. on the Business Day specified in the

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notice provided by the Administrative Agent to the Lenders pursuant to Section 2.04(f)

until such L/C Disbursement is reimbursed by the Borrower or at any time after any

reimbursement payment is required to be refunded to the Borrower for any reason,

including after the Maturity Date. Such payment shall be made without any offset,

abatement, withholding or reduction whatsoever.  Each such payment shall be made in

the same manner as provided in Section 2.02 with respect to Loans made by such Lender

(and Section 2.02 shall apply, mutatismutandis, to the payment obligations of the

Lenders), and 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 Borrower pursuant to Section 2.04(f), the

Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the

extent that the Lenders have made payments pursuant to this Section 2.04(e) to reimburse

such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear.

Any payment made by a Lender pursuant to this Section 2.04(e) to reimburse an L/C

Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the

Borrower of its obligation to reimburse such L/C Disbursement.

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

Commitment is amended pursuant to the operation of Section 2.16 or 2.20, as a result of an

assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement.

(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 foregoing provisions of this Section 2.04(e), 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.  If such Lender pays such amount (with

interest and fees as aforesaid), the amount so paid shall constitute such Lender’s

Committed Loan included in the relevant Committed Borrowing or L/C Advance in

respect of the relevant L/C Borrowing, as the case may be.  A certificate of any L/C

Issuer submitted to any Lender (through the Administrative Agent) with respect to any

amounts owing under this Section 2.04(e)(iii) shall be conclusive absent demonstrable

error.

(f)Reimbursement.  If an L/C Issuer shall make any L/C Disbursement in respect of

a Letter of Credit, the Borrower shall reimburse such L/C Issuer in respect of such L/C

Disbursement in the currency in which such L/C Disbursement was made (or, if requested by

such L/C Issuer, in the Dollar Equivalent of the amount 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

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on (i) the Business Day that the Borrower 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 Borrower receives such notice, if such notice is not received prior to such time, provided that,

if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the

conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04

that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in the

Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the

Borrower’s obligation to make such payment shall be discharged and replaced by the resulting

Borrowing of Base Rate Loans or Swing Line Loan.  If the Borrower fails to make such payment

when due, the Administrative Agent shall notify each Lender of the Dollar Equivalent of the

applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the

“Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof.  In such event, the

Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be

disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an

amount equal to the Dollar Equivalent of the Unreimbursed Amount, without regard to the

minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans,

but subject to the amount of the unutilized portion of the Aggregate Commitments and the

conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).  Any

notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.04(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 Borrower’s obligation to reimburse L/C

Disbursements as provided in Section 2.04(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 Borrower 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 a 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 Borrower or any waiver by such L/C

Issuer which does not in fact materially prejudice the Borrower;

44

(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, the ISP or the UCP, 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;

(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 2.04, constitute a legal

or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations

hereunder; or

(ix)any adverse change in the relevant exchange rates or in the availability of

the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant

currency markets generally.

The Borrower shall promptly examine a copy of each Letter of Credit and each

amendment thereto that is delivered to it and, in the event of any claim of noncompliance with

the Borrower’s instructions or other irregularity, the Borrower will immediately notify the

applicable L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such

claim against each L/C Issuer and its correspondents unless such notice is given as aforesaid.

None of the Administrative Agent, the Lenders, any L/C Issuer, or any of their 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 the preceding

sentence), 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 Borrower to the extent of any direct damages (as opposed to consequential

damages, claims in respect of which are hereby waived by the Borrower to the extent permitted

by applicable Law) suffered by the Borrower 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

45

court of competent jurisdiction), an 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, the Lenders, 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 (1) against documents that are

fraudulent, forged, or for other reasons by which that it is entitled not to honor or (2) following a

Borrower’s waiver of discrepancies with respect to such documents or request for honor of such

documents or (C) 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.

(h)Applicability of ISP and UCP; Limitation of Liability.  Unless otherwise

expressly agreed by the applicable L/C Issuer and the Borrower 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 standby Letter of Credit and the rules of the UCP shall apply to each

commercial Letter of Credit.  Notwithstanding the foregoing, no L/C Issuer shall be responsible

to the Borrower for, and no L/C Issuer’s rights and remedies against the Borrower 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 UCP, as applicable, or in the decisions, opinions,

practice statements, or official commentary of the ICC Banking Commission, the Bankers

Association for Finance and Trade - International Financial Services Association (BAFT-IFSA),

or the Institute of International Banking Law & Practice, whether or not any Letter of Credit

chooses such law or practice.

46

(i)Exculpation.  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 (A) provided to the Administrative Agent in Article

IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with

Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to

such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX

included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided

herein with respect to such L/C Issuer.

(j)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the

account of each Lender in accordance, subject to Section 2.19, with its Applicable Percentage a

Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable

Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of

Credit.  For purposes of computing the daily amount available to be drawn under any Letter of

Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.

Letter of Credit Fees shall be (i) due and payable on the fourth Business Day after the last

calendar day of each March, June, September and December of each calendar year (or such later

date as the Borrower and the Administrative Agent may agree), commencing with the first such

date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on

demand and (ii) computed on a quarterly basis in arrears.  If there is any change in the

Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of

Credit shall be computed and multiplied by the Applicable Rate separately for each period during

such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary

contained herein, upon the request of the Required Lenders, while any Event of Default exists,

all Letter of Credit Fees shall accrue at the Default Rate.

(k)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.

The Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a

fronting fee at the rate equal to 0.125% per annum, computed on the Dollar Equivalent of the

daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.

Such fronting fee shall be due and payable on the fourth Business Day after the last calendar day

of each March, June, September and December of each calendar year (or such later date as the

Borrower and the relevant L/C Issuer may agree) in respect of the most recently-ended quarterly

period (or portion thereof, in the case of the first payment), commencing with the first such date

to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on

demand.  For purposes of computing the Dollar Equivalent of the daily amount available to be

drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in

accordance with Section 1.09.  In addition, the Borrower shall pay directly to the applicable L/C

Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and

other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters

of credit as from time to time in effect.  Such customary fees and standard costs and charges are

due and payable on demand and are nonrefundable.

(l)Disbursement Procedures.  The L/C Issuer for any Letter of Credit shall, 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

47

Letter of Credit.  Such L/C Issuer shall promptly after such examination notify the

Administrative Agent and the Borrower 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 Borrower of its obligation to reimburse such

L/C Issuer and the Lenders with respect to any such L/C Disbursement.

(m)Interim Interest.  If the L/C Issuer for any Letter of Credit shall make any L/C

Disbursement, then, unless the Borrower 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

Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to Base Rate

Loans; provided that if the Borrower fails to reimburse such L/C Disbursement when due

pursuant to clause (f) of this Section 2.04, then Section 2.09(b) shall apply.  Interest accrued

pursuant to this clause (m) 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 clause (f) of this Section 2.04 to

reimburse such L/C Issuer shall be for account of such Lender to the extent of such payment.

(n)Replacement of any L/C Issuer.  Any L/C Issuer may be replaced at any time by

written agreement between the Borrower, 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

Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to

Section 2.04(j).  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 Issuer, 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.

(o)Cash Collateralization.  If any Event of Default shall occur and be continuing, on

the Business Day that the Borrower receives notice from the Administrative Agent or the

Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with L/C

Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of

cash collateral pursuant to this clause (o), the Borrower shall immediately deposit into an account

established and maintained on the books and records of the Administrative Agent (the “Collateral

Account”) an amount in cash equal to 103% 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 with respect to the Borrower described in clause (f) of Section 8.01.  Such deposit shall

be held by the Administrative Agent as collateral for the payment and performance of the

obligations of the Borrower under this Agreement.  In addition, and without limiting the

foregoing or clause (d) of this Section 2.04, if any L/C Obligations remain outstanding after the

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expiration date specified in said clause (d), the Borrower shall immediately deposit into the

Collateral Account an amount in cash equal to 103% of such 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 the Collateral Account.  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 Borrower’s risk and expense, such deposits shall not bear

interest.  Interest or profits, if any, on such investments shall accumulate in the Collateral

Account.  Moneys in the Collateral Account shall be applied by the Administrative Agent to

reimburse each 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 Borrower for the L/C

Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the

consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be

applied to satisfy other obligations of the Borrower under this Agreement.  If the Borrower 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

Borrower within three Business Days after all Events of Default have been cured or waived.

(p)Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit

issued or outstanding hereunder is in support of any obligations of, or is for the account of, a

Subsidiary, the Borrower shall be obligated to reimburse, 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 Borrower.  The Borrower

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

Borrower hereby acknowledges that the issuance of Letters of Credit for the account of

Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives

substantial benefits from the businesses of such Subsidiaries.

(q)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.

(r)Existing Letters of Credit.  The Borrower, the Administrative Agent, the Lenders

and the L/C Issuers hereby acknowledge and agree that all Existing Letters of Credit shall

constitute Letters of Credit under this Agreement from and after the Effective Date, with the

same effect as if such Existing Letters of Credit were issued by the applicable L/C Issuer at the

request of the Borrower on the Effective Date.

2.05.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 2.05,

shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower 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, however, that (x) after

49

giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate

Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s

Commitment, and (iii) the aggregate outstanding principal amount of all Loans made by the

Swing Line Lender plus the aggregate L/C Obligations owing to the Swing Line Lender (or any

of its Affiliates) shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the

proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) 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 Borrower may borrow under this Section

2.05, prepay under Section 2.06, and reborrow under this Section 2.05.  Each Swing Line Loan

shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Lender

shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the

Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the

product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the

Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which

may be given by (A) telephone or (B) 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.  Each such Swing Line Loan Notice must be

received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the

requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a

minimum of $1,000,000, and (ii) the requested borrowing date, which shall be a Business Day.

Promptly after receipt by the Swing Line Lender of any telephonic 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 of the contents thereof.  Unless the Swing Line

Lender has received notice (by telephone or in writing) from the Administrative Agent (including

at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swing Line

Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of

the limitations set forth in the first proviso to the first sentence of Section 2.05(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, on the borrowing date specified

in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the

Borrower at its office by crediting the account of the Borrower on the books of the Swing Line

Lender in Same Day Funds.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may

request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line

Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan

in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line

Loans then outstanding.  Such request shall be made in writing (which written request

shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance

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with the requirements of Section 2.02, without regard to the minimum and multiples

specified therein for the principal amount of Base Rate Loans, but subject to the

unutilized portion of the Aggregate Commitments and the conditions set forth in Section

4.02.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable

Committed Loan Notice promptly after delivering such notice to the Administrative

Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the

amount specified in such Committed Loan Notice available to the Administrative Agent

in Same Day Funds (and the Administrative Agent may apply Cash Collateral available

with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender

at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00

p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section

2.05(c)(ii), each Lender that so makes funds available shall be deemed to have made a

Base Rate Committed Loan to the Borrower 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 Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate

Committed Loans submitted by the Swing Line Lender as set forth herein shall be

deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk

participation in the relevant Swing Line Loan and each Lender’s payment to the

Administrative Agent for the account of the Swing Line Lender pursuant to Section

2.05(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 2.05(c) by the time specified in

Section 2.05(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

greater of the applicable Overnight Rate from time to time in effect and a rate determined

by the Swing Line Lender in accordance with banking industry rules on interbank

compensation, plus any administrative, processing or similar fees customarily charged by

the Swing Line Lender in connection with the foregoing.  If such Lender pays such

amounts, the amount so paid (excluding such interest payable by the Lender to the

Administrative Agent) shall constitute such Lender’s Committed Loan included in the

relevant Committed Borrowing or funded participation in the relevant Swing Line Loan,

as the case may be.  A certificate of the Swing Line Lender submitted to any Lender

(through the Administrative Agent) with respect to any amounts owing under this clause

(iii) shall be conclusive absent demonstrable error.

(iv)Each Lender’s obligation to make Committed Loans or to purchase and

fund risk participations in Swing Line Loans pursuant to this Section 2.05(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 Borrower or any other Person for any reason

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whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,

event or condition, whether or not similar to any of the foregoing; provided, however,

that each Lender’s obligation to make Committed Loans pursuant to this Section 2.05(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 Borrower 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 10.05 (including pursuant to any

settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay

to the Swing Line Lender its Applicable Percentage thereof on demand of the

Administrative Agent, plus interest thereon from the date of such demand to the date such

amount is returned, at a rate per annum equal to the applicable Overnight Rate from time

to time in effect.  The Administrative Agent will make such demand upon the request of

the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the

payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be

responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Lender

funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.05 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 Borrower shall make all payments

of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.06.Prepayments.

(a)The Borrower may, upon notice to the Administrative Agent, at any time or from

time to time voluntarily prepay Committed Loans in whole or in part without premium or

penalty; provided that (i) such notice must in a form acceptable to the Administrative Agent 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) four Business Days 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 such notice shall specify

52

the date, amount and currency of such prepayment and the Type(s) of Committed Loans to be

prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid,

the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender

of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of

such prepayment.  If such notice is given by the Borrower, the Borrower shall make such

prepayment on the date specified therein; provided that any such notice may state that it is

conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another

transaction, in which case such notice may be revoked by the Borrower (by notice to the

Administrative Agent) if such condition is not satisfied.  Any prepayment of any Term SOFR

Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on

the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Subject to Section 2.19(a), each such prepayment shall be applied to the Committed Loans of the

Lenders in accordance with their respective Applicable Percentages.

(b)The Borrower 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 such prepayment shall be in a

minimum principal amount of $100,000.  If such notice is given by the Borrower, the Borrower

shall make such prepayment and the payment amount specified in such notice shall be due and

payable on the date specified therein.

(c)If the Administrative Agent notifies the Borrower at any time that the Total

Outstandings at such time exceed the Aggregate Commitments then in effect, then the Borrower

shall promptly, but in no event later than within two Business Days after receipt of such notice,

prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to

reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100%

of the Aggregate Commitments then in effect; provided, however, that no Borrower shall be

required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless, after

the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments

then in effect.

2.07.Termination or Reduction of Commitments.

(a)The Borrower may, upon notice to the Administrative Agent, terminate the

Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments;

provided that (i) any such notice shall be received by the Administrative Agent not later than

3:00 p.m. three Business Days prior to the date of termination or reduction, provided further if

any Outstanding Amount shall be denominated in an Alternative Currency and would be repaid

in connection with such termination or reduction, the Administrative Agent shall receive such

notice not later than 3:00 p.m. five Business Days prior to the date of termination or reduction;

(ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole

multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the

Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments

hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after

giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit, or

the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall

53

be automatically reduced by the amount of such excess.  The Administrative Agent will promptly

notify the Lenders of any such notice of termination or reduction of the Aggregate

Commitments.  The amount of any such Aggregate Commitment reduction shall not be applied

to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the

Borrower.  Any reduction of the Aggregate Commitments shall be applied to the Commitment of

each Lender according to its Applicable Percentage.  All fees accrued until the effective date of

any termination of the Aggregate Commitments shall be paid on the effective date of such

termination.

2.08.Repayment of Loans.

(a)The Borrower shall repay to the Lenders on the Maturity Date the aggregate

principal amount of Committed Loans made to the Borrower outstanding on such date.

(b)The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the

date 10 Business Days after such Loan is made and (ii) the Maturity Date; provided that on each

date that a Committed Loan denominated in Dollars is made to the Borrower with an outstanding

Swing Line Loan, the Borrower shall repay all Swing Line Loans then outstanding made to it and

the proceeds of any such Committed Borrowing shall be applied by the Administrative Agent to

repay such Swing Line Loans outstanding.  At any time that there shall exist a Defaulting

Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay the

outstanding Swing Line Loans in an amount sufficient to eliminate any Fronting Exposure in

respect of such Swing Line Loans.

2.09.Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan shall

bear interest on the outstanding principal amount thereof for each Interest Period at a rate per

annum equal to Term SOFR plus the Applicable Rate; (ii) each Base Rate Committed Loan shall

bear interest on the outstanding principal amount thereof from the applicable borrowing date at a

rate per annum equal to the Base Rate plus the Applicable Rate; (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 Alternative Currency Daily Rate plus

the Applicable Rate; (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

Alternative Currency Term Rate for such Interest Period plus the Applicable Rate; 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.

(b)(i) If any amount of principal of any Loan is not paid when due, whether at stated

maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating

interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by

applicable Laws.

(ii)If any amount (other than principal of any Loan) payable by the Borrower

under any Loan Document is not paid when due, whether at stated maturity, by

acceleration or otherwise, and an Event of Default results from such failure to pay such

54

amount when due, then upon the request of the Required Lenders, such amount shall

thereafter bear interest at a fluctuating interest rate per annum at all times equal to the

Default Rate to the fullest extent permitted by applicable Laws.

(iii)Upon the request of the Required Lenders, while any Event of Default

exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay

interest on the principal amount of all outstanding Obligations hereunder at a fluctuating

interest rate per annum at all times equal to the Default Rate to the fullest extent

permitted by applicable Laws.

(iv)Accrued and unpaid interest on past due amounts (including interest on

past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest

Payment Date applicable thereto and at such other times as may be specified herein.  Interest

hereunder shall be due and payable in accordance with the terms hereof before and after

judgment, and before and after the commencement of any proceeding under any Debtor Relief

Law.

(d)For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee

rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days

than the actual number of days in the calendar year of calculation, such rate of interest or fee rate

shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual

number of days in the calendar year of calculation and dividing it by the number of days in the

deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest

calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal

rates and not effective rates or yields.

2.10.Fees.In addition to certain fees described in subsections (i) and (j) of Section

2.04:

(a)Commitment Fee.  The Borrower 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 for Commitment Fees times the

actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding

Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to

adjustment as provided in Section 2.19.  For the avoidance of doubt, the Outstanding Amount of

Swing Line Loans shall not be counted towards or considered usage of the Aggregate

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 Article IV is not met, and shall be due and payable quarterly in arrears

on the fourth Business Day after the last calendar day of each March, June, September and

December of each calendar year, commencing with the first such date to occur after the Effective

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.

55

(b)Other Fees.  The Borrower shall pay such fees in the amounts and at the times as

specified in the Fee Letter.

2.11.Computation of Interest and Fees.  All computations of interest for Base Rate

Loans (including Base Rate Loans determined by reference to Term SOFR) and for Loans

denominated in Alternative Currencies (other than Alternative Currency Loans with respect to

EURIBOR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and

actual days elapsed, or, in the case of interest in respect of Loans denominated in Alternative

Currencies as to which market practice differs from the foregoing, in accordance with such

market practice.  All other computations of fees and interest, including those with respect to

Term SOFR Loans and Alternative Currency Loans determined by reference to EURIBOR, shall

be made on the basis of a 360-day year and actual days elapsed (which results in more fees or

interest, as applicable, being paid than if computed on the basis of a 365-day year).  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 2.1(a), bear

interest for one day.  Each determination by the Administrative Agent of an interest rate or fee

hereunder shall be conclusive and binding for all purposes, absent demonstrable error.

2.12.Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more

accounts or records maintained by such Lender, and evidenced by one or more entries in the

Register, by the Administrative Agent in the ordinary course of business.  The accounts or

records maintained by the Administrative Agent and each Lender shall be prim facie evidence

absent demonstrable error of the amount of the Credit Extensions made by the Lenders to the

Borrower and the interest and payments thereon.  Any failure to so record or any error in doing

so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay

any amount owing with respect to the Obligations.  In the event of any conflict between the

accounts and records maintained by any Lender and the accounts and records of the

Administrative Agent in respect of such matters, the accounts and records of the Administrative

Agent shall control in the absence of manifest error.  Upon the request of any Lender to the

Borrower made through the Administrative Agent, the Borrower shall execute and deliver to

such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s

Loans to the Borrower in addition to such accounts or records.  Each Lender may attach

schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and

maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in subsection (a), each Lender

and the Administrative Agent shall maintain in accordance with its usual practice accounts or

records and, in the case of the Administrative Agent, entries in the Register, 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.

2.13.Payments Generally; Administrative Agent’s Clawback.

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(a)General.  All payments to be made by the Borrower shall be made free and clear

of and without condition or deduction for any counterclaim, defense, recoupment or setoff (other

than with respect to Taxes which shall be governed solely by Section 3.01).  Except as otherwise

expressly provided herein and except with respect to principal of and interest on Loans

denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made

to the Administrative Agent, for the account of the respective Lenders to which such payment is

owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not

later than 2:00 p.m. on the date specified herein.  Except as otherwise expressly provided herein,

all payments by the Borrower hereunder with respect to principal and interest on Loans

denominated in an Alternative Currency shall be made to the Administrative Agent, for the

account of the respective Lenders to which such payment is owed, at the applicable

Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later

than the Applicable Time specified by the Administrative Agent on the dates specified herein.  If,

for any reason, the Borrower is prohibited by any Law from making any required payment

hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the

Dollar Equivalent of the Alternative Currency payment amount.  The Administrative Agent will

promptly distribute to each Lender its Applicable Percentage (or other applicable share as

provided herein) of such payment in like funds as received by wire transfer to such Lender’s

Lending Office.  All payments received by the Administrative Agent (i) after 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 in each case be deemed received

on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

If any payment to be made by the Borrower shall come due on a day other than a Business Day,

payment shall be made on the next following Business Day, and such extension of time shall be

reflected in computing interest or fees, as the case may be.

(b)(i) Funding by Lenders; Presumption by Administrative Agent.  Unless the

Administrative Agent shall have received notice from a Lender prior to the proposed date of any

Committed Borrowing of Term SOFR Loans or Alternative Currency Loans (or, in the case of

any Committed Borrowing of Base Rate Loans, prior to 2:00 p.m. on the date of such Committed

Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s

share of such Committed Borrowing, the Administrative Agent may assume that such Lender has

made such share available on such date in accordance with Section 2.02 (or, in the case of a

Committed Borrowing of Base Rate Loans, that such Lender has made such share available in

accordance with and at the time required by Section 2.02) and may, in reliance upon such

assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender

has not in fact made its share of the applicable Committed Borrowing available to the

Administrative Agent, then the applicable Lender agrees 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 Borrower to but

excluding the date of payment to the Administrative Agent (and, if such Lender does not pay

such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative

Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount

to the Administrative Agent), at (A) in the case of a payment to be made by such Lender, the

greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in

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accordance with banking industry rules on interbank compensation, plus any administrative,

processing or similar fees customarily charged by the Administrative Agent in connection with

the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate

applicable to Base Rate Loans, or in the case of Alternative Currencies, in accordance with such

market practice, in each case, as applicable.  Nothing herein shall be deemed to relieve any

Lender from its obligation to fulfill its Commitment or to prejudice any rights which the

Administrative Agent or any Borrower may have against any Lender as a result of any default by

such Lender hereunder.  If the Borrower and such Lender shall pay such interest to the

Administrative Agent for the same or an overlapping period, the Administrative Agent shall

promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.

If such Lender pays its share of the applicable Committed Borrowing to the Administrative

Agent, then the amount so paid (excluding such interest payable by such Lender to the

Administrative Agent) shall constitute such Lender’s Committed Loan included in such

Committed Borrowing.  Any payment by the Borrower shall be without prejudice to any claim

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

Administrative Agent.

(ii)Payments by Borrower; Presumptions by Administrative Agent.  Unless

the Administrative Agent shall have received notice from the Borrower prior to the date

on which any payment is due to the Administrative Agent for the account of the Lenders

or any L/C Issuer hereunder that the Borrower will not make such payment, the

Administrative Agent may assume that the Borrower has made such payment on such

date in accordance herewith and may, in reliance upon such assumption, distribute to the

Lenders or the applicable L/C Issuer, as the case may be, the amount due.  In such event,

if the Borrower has not in fact made such payment, then each of the Lenders or the

applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative

Agent forthwith on demand the 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.

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 demonstrable error) that any

of the following applies (such payment referred to as the “Rescindable Amount”): (1) the

Borrower has not in fact made such payment; (2) the Administrative Agent has made a

payment in excess of the amount so paid by the Borrower (whether or not then owed); or

(3) the Administrative Agent has for any reason otherwise erroneously made such

payment; then each of the Lenders or the applicable L/C Issuers, as the case may be,

severally agrees to repay to the Administrative Agent forthwith on demand the

Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day

Funds with interest thereon, for each day from and including the date such amount is

distributed to it to but excluding the date of payment to the Administrative Agent, at the

greater of the Federal Funds Rate and a rate determined by the Administrative Agent in

accordance with banking industry rules on interbank compensation.

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A notice of the Administrative Agent to any Lender or Borrower with respect to any amount

owing under this subsection (b) shall be conclusive, absent demonstrable error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the

Administrative Agent funds for any Loan to be made by such Lender to the Borrower as

provided in the foregoing provisions of this Article II, and such funds are not made available to

the Borrower by the Administrative Agent because the conditions to the applicable Credit

Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof,

the Administrative Agent shall promptly return such funds (in like funds as received from such

Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to

make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to

make payments pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender

to make any Committed Loan, to fund any such participation or to make any payment under

Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its

corresponding obligation to do so on such date, and no Lender shall be responsible for the failure

of any other Lender to so make its Committed Loan, to purchase its participation or to make its

payment under Section 10.04(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain

the funds for any Loan in any particular place or manner or to constitute a representation by any

Lender that it has obtained or will obtain the funds for any Loan in any particular place or

manner.

(f)Insufficient Funds.  If at any time insufficient funds are received by and available

to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and

fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees

then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of

interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C

Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the

amounts of principal and L/C Borrowings then due to such parties.

2.14.Sharing of Payments by Lenders.  If any Lender shall, by exercising any right

of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest

on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing

Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the

aggregate amount of such Committed Loans or participations and accrued interest thereon

greater than its pro rata share thereof as provided herein, then the Lender receiving such greater

proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at

face value) participations in the Committed Loans and subparticipations in L/C Obligations and

Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so

that the benefit of all such payments shall be shared by the Lenders ratably in accordance with

the aggregate amount of principal of and accrued interest on their respective Committed Loans

and other amounts owing them, provided that:

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(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 shall not be construed to apply to (x) any

payment made by or on behalf of the Borrower pursuant to and in accordance with the

express terms of this Agreement (including the application of funds arising from the

existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in

Section 2.18 or (z) any payment obtained by a Lender as consideration for the assignment

of or sale of a participation in any of its Committed Loans or subparticipations in L/C

Obligations or Swing Line Loans to any assignee or participant.

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do

so under applicable law, that any Lender acquiring a participation pursuant to the foregoing

arrangements may exercise against such Loan Party rights of setoff and counterclaim with

respect to such participation to the extent set forth herein as fully as if such Lender were a direct

creditor of such Loan Party in the amount of such participation.

2.15.[Reserved].

2.16.Increase in Commitments.

(a)Request for Increase.  Provided there exists no Default, upon notice to the

Administrative Agent (which shall promptly notify the Lenders), the Borrower may through the

Administrative Agent from time to time, request any one or more of the Lenders to increase its

Commitment by an amount (for all such requests) not exceeding $500,000,000 in the aggregate;

provided that any such request for an increase shall be in a minimum amount of $50,000,000.  At

the time of sending such notice, the Borrower (in consultation with the Administrative Agent)

shall specify the time period within which each Lender is requested to respond.  If the Borrower

has requested an increase from the Lenders and such requested increase, or any portion thereof,

is declined by one or more Lenders, the Borrower may, to the extent necessary to obtain the full

amount of the requested increase, invite additional Eligible Assignees reasonably satisfactory to

the Administrative Agent to become Lenders (“Additional Lenders”), may request such

accepting Lenders to commit to the full amount of the requested increase, or may reduce the

amount of the requested increase.

(b)Lender Elections to Increase.  Each Lender shall notify the Administrative Agent

in writing within the specified time period whether or not it agrees in its sole discretion to

increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its

Applicable Percentage of such requested increase.  Any Lender not responding in writing within

such time period shall be deemed to have declined to increase its Commitment.

(c)Notification by Administrative Agent; Effective Date and Allocations;

Supplement.  The Administrative Agent shall notify the Borrower and each Lender of the

Lenders’ responses to each request made hereunder.  If the Aggregate Commitments are

increased in accordance with this Section, (i) the Administrative Agent and the Borrower shall

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determine the effective date (the “Increase Effective Date”) and the final allocation of such

increase, (ii) the Administrative Agent shall promptly notify the Borrower and the Lenders and

any Additional Lender of the final allocation of such increase with the consent of each L/C Issuer

and the Swing Line Lender and the Increase Effective Date and (iii) the Borrower, the

Administrative Agent and each increasing Lender and Additional Lender shall execute and

deliver a supplement to this Agreement substantially in the form of Exhibit J hereto, whereupon

(y) in the case of an increasing Lender, each such increasing Lender’s Commitment shall be

increased to the amount set forth in such supplement and (z) in the case of an Additional Lender,

such Additional Lender shall become a party hereto and shall for all purposes of the Loan

Documents be deemed a “Lender” having a Commitment as set forth in such supplement.  Any

increase, and any amendments made to evidence such increase, shall not require the consent of

any Lender not participating in such increase.

(d)Conditions to Effectiveness of Increase.  As a condition precedent to such

increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan

Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a

Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by

such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower,

certifying that, before and after giving effect to such increase, (A) the representations and

warranties contained in Article V and the other Loan Documents are true and correct in all

material respects (except that all representations and warranties that are qualified by materiality

are true and correct in all respects) on and as of the Increase Effective Date, except to the extent

that such representations and warranties specifically refer to an earlier date, in which case they

are true and correct in all material respects (or true and correct in all respects for any such

representations and warranties that are qualified by materiality) as of such earlier date and except

that for purposes of this Section 2.16, the representations and warranties contained in Section

5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a),

and (B) no Default exists or would result therefrom and (ii) (x) upon the reasonable request of

any Lender made at least 10 Business Days prior to the Increase Effective Date, the Borrower

shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the

documentation and other information so requested in connection with applicable “know your

customer” and anti-money-laundering rules and regulations, including, without limitation, the

PATRIOT Act, in each case at least 5 Business Days prior to the Increase Effective Date and (y)

at least 5 Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a

“legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each

Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.  The

Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and

pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the

outstanding Committed Loans ratable with any revised Applicable Percentages arising from any

nonratable increase in the Commitments under this Section.

(e)Conflicting Provisions.  This Section shall supersede any provisions in Section

2.14 or 10.01 to the contrary.

2.17.Funding.Each Lender may make any Alternative Currency Loan by causing any

of its domestic or foreign branches or foreign affiliates to make such Loan (whether or not such

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branch or affiliate is named as a lending office on the signature pages hereof); provided that in

such event the obligation of the Borrower to repay such Alternative Currency Loan shall

nevertheless be to such Lender and shall, for all purposes of this Agreement (including, without

limitation, for purposes of the definition of “Required Lenders”) be deemed made by such

Lender, to the extent of such Alternative Currency Loan.

2.18.Cash Collateral.

(a)Certain Credit Support Events.  At any time that there shall exist a Defaulting

Lender, promptly but in no event later than three Business Days following the written request of

the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the

Borrower shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such

Defaulting Lender (determined after giving effect to Section 2.19(a)(iv) and any Cash Collateral

provided by such Defaulting Lender) in an amount not less than the Minimum Collateral

Amount.  Additionally, if the Administrative Agent notifies the Borrower at any time that the

Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit

Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the

Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an

amount not less than the amount by which the Outstanding Amount of all L/C Obligations

exceeds the Letter of Credit Sublimit.

(b)Grant of Security Interest.  The 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 2.18(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 Issuers as herein provided or that the total amount of such Cash

Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon

demand by the Administrative Agent, pay or provide to the Administrative Agent additional

Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of

Cash Collateral provided pursuant to clause (a)(iv) above, after giving effect to Section

2.19(a)(iv) 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 Bank of America.  The Administrative Agent

may from time to time request that the Borrower pay, and, if so requested, the Borrower agrees

to promptly pay, all customary account opening, activity and other administrative fees and

charges in connection with the maintenance and disbursement of Cash Collateral.

(c)Application.  Notwithstanding anything to the contrary contained in this

Agreement, Cash Collateral provided under any of this Section 2.18 or Section 2.04,2.19 or 8.02

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 Defaulting Lender, any interest accrued on such obligation) and other obligations for which

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the Cash Collateral was so provided, prior to any other application of such property as may

otherwise 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 10.06(b)(vii))) or (ii) the

determination by the Administrative Agent and the applicable L/C Issuers that there exists excess

Cash Collateral; provided, however, the Person providing Cash Collateral and the applicable L/C

Issuers may agree that Cash Collateral shall not be released but instead held to support future

anticipated Fronting Exposure or other obligations.

2.19.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 10.01.

(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 10.08 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

Swing Line Lender hereunder; third, to Cash Collateralize each L/C Issuer’s Fronting

Exposure with respect to such Defaulting Lender in accordance with Section 2.18; fourth,

as the Borrower may elect (so long as no Default or Event of Default exists), to the

funding of any Loan in respect of which such Defaulting Lender has failed to fund its

portion thereof as required by this Agreement, as determined by the Administrative

Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held

in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s

potential future funding obligations with respect to Loans under this Agreement and (y)

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 2.18; sixth, to the payment of any amounts owing to the

Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court

of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line

Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of

its obligations under this Agreement; seventh, so long as no Default or Event of Default

exists, to the payment of any amounts owing to the Borrower as a result of any judgment

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of a court of competent jurisdiction obtained by the Borrower against such Defaulting

Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of

competent jurisdiction; provided that if (x) such payment is a payment of the principal

amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has

not fully funded its appropriate share, and (y) 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 2.19(a)(iv).  Any payments,

prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or

held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to

this Section 2.19(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 fee payable

under Section 2.10(a) for any period during which that Lender is a Defaulting

Lender (and the Borrower shall not be required to pay any such fee that otherwise

would have been required to have been paid to that Defaulting Lender).

(B)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 2.18.

(C)With respect to any Letter of Credit Fee not required to be paid to

any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall

pay to each Non-Defaulting Lender that portion of any such fee otherwise payable

to such Defaulting Lender with respect to such Defaulting Lender’s participation

in L/C Obligations or Swing Line Loans that has been reallocated to such Non-

Defaulting Lender pursuant to clause (iv) below, (y) pay to each L/C Issuer and

Swing Line Lender, as applicable, the amount of any such fee otherwise payable

to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing

Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) 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-

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Defaulting Lender’s Commitment.  Subject to Section 10.20, no reallocation hereunder

shall constitute a waiver or release of any claim of any party hereunder against a

Defaulting Lender arising from that Lender having become a Defaulting Lender,

including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting

Lender’s increased exposure following such reallocation.

(v)Cash Collateral, Repayment of Swing Line Loans.  If the reallocation

described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower

shall, without prejudice to any right or remedy available to it hereunder or under

applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line

Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting

Exposure in accordance with the procedures set forth in Section 2.18.

(b)Defaulting Lender Cure.  If the Borrower, 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 Committed Loans and

funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata

by the Lenders in accordance with their Applicable Percentages (without giving effect to

Section 2.19(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that

no adjustments will be made retroactively with respect to fees accrued or payments made by or

on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that

except to the extent otherwise expressly agreed by the affected parties, no change hereunder from

Defaulting Lender to Lender will constitute a waiver or release of any claim of any party

hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New 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.

2.20.Extension of Maturity Date.

(a)Requests for Extension.  The Borrower may, by notice to the Administrative

Agent (who shall promptly notify the Lenders) not earlier than 60 days and not later than 30 days

prior to any anniversary of the Effective Date, request that the Maturity Date then in effect

hereunder (the “Existing Maturity Date”) be extended for an additional one year from the

Existing Maturity Date; providedhowever, that, after the Effective Date, the Borrower may only

request up to two one-year extensions of the Existing Maturity Date and after giving effect to any

extension pursuant to this Section 2.20, the remaining maturity of the Commitments or Loans

hereunder shall not exceed five years.

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(b)Lender Elections to Extend.  Each Lender, acting in its sole and individual

discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice

Date”) that is 20 days prior to the applicable anniversary of the Effective Date, advise the

Administrative Agent whether or not such Lender agrees to such extension, and each Lender that

determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the

Administrative Agent of such fact promptly after such determination (but in any event no later

than the Notice Date) and any Lender that does not so advise the Administrative Agent on or

before the Notice 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.

(c)Notification by Administrative Agent.  The Administrative Agent shall notify the

Borrower of each Lender’s determination under this Section no later than the date 15 days prior

to the applicable anniversary of the Effective Date (or, if such date is not a Business Day, on the

immediately preceding Business Day) or such date as the Borrower may agree.

(d)Additional Commitment Lenders.  The Borrower shall have the right to replace

each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof,

one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in

Section 10.13; provided that each of such Additional Commitment Lenders shall enter into an

Assignment and Assumption pursuant to which such Additional Commitment Lender shall

undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender,

its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).

(e)Minimum Extension Requirement.  If (and only if) the total of the Commitments

of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”)

and the additional Commitments of the Additional Commitment Lenders shall be more than 50%

of the aggregate amount of the Commitments in effect immediately prior to the applicable

anniversary of the Effective Date, then, effective as of such anniversary of the Effective Date, the

Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be

extended to the date falling one year after the then effective Existing 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) and each Additional Commitment Lender shall thereupon become a “Lender” for

all purposes of this Agreement.

(f)Conditions to Effectiveness of Extensions.  As a condition precedent to such

extension, the Borrower shall pay all fees, invoiced expenses and other amounts payable on or

prior to the date of such extension and deliver to the Administrative Agent a certificate of each

Loan Party dated as of the applicable anniversary of the Effective Date (in sufficient copies for

each Extending Lender and each Additional Commitment Lender) signed by a Responsible

Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan

Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying

that, before and after giving effect to such extension, (A) the representations and warranties of

(x) the Borrower contained in Article V and (y) each Loan Party contained in each other Loan

Document are true and correct in all material respects (except that all representations and

warranties that are qualified by materiality are true and correct in all respects) on and as of the

applicable anniversary of the Effective Date, except to the extent that such representations and

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warranties specifically refer to an earlier date, in which case they are true and correct in all

material respects (or true and correct in all respects for any such representations or warranties

that are qualified by materiality) as of such earlier date, and except that for purposes of this

Section 2.20, the representations and warranties contained in Section 5.05 shall be deemed to

refer to the most recent statements furnished pursuant to Section 6.01(a), and (B) no Default

exists or would result therefrom.  In addition, on the Maturity Date of each Non-Extending

Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any

additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding

Committed Loans ratable with any revised Applicable Percentages of the respective Lenders

effective as of such date which amounts, for the avoidance of doubt, may be paid with the

proceeds of additional concurrent Borrowings.

(g)Conflicting Provisions.  In connection with any extension of the Maturity Date,

the Borrower, the Administrative Agent and each Extending Lender may make such amendments

to this Agreement as the Administrative Agent determines to be reasonably necessary to

evidence the extension.  This Section shall supersede any provisions in Section 2.14 or 10.01 to

the contrary.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01.Taxes.

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

(i)Any and all payments by or on account of any obligation of any Loan

Party under any Loan Document shall be made without deduction or withholding for any

Taxes, except as required by applicable Laws. If any applicable Laws (as determined in

the good faith discretion of the 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.

(ii)If the Withholding Agent shall be required by applicable Law to withhold

or deduct any Taxes, including both United States Federal backup withholding and

withholding Taxes, from any payment, then (A) the 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 applicable Law, and (C) to the

extent that the withholding or deduction is made on account of Indemnified Taxes, the

sum payable by the applicable Loan Party shall be increased as necessary so that after any

required withholding or the making of all required deductions for Indemnified Taxes

(including withholdings and deductions for Indemnified Taxes 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.

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(b)Payment of Other Taxes by the Borrower.  Without limiting the provisions of

subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in

accordance with applicable law, or at the option of the Administrative Agent timely reimburse it

for the payment of, any Other Taxes.

(c)Tax Indemnifications.

The Borrower shall, and does hereby, indemnify each Recipient, and shall make

payment in respect thereof within 10 days after written demand setting forth the

amount and the reasons in reasonable detail 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 reasonable expenses arising therefrom or with respect thereto

(other than penalties, interest and expenses attributable to gross negligence or

willful misconduct of the Recipient), whether or not such Indemnified Taxes were

correctly or legally imposed or asserted by the relevant Governmental Authority.

A certificate setting forth the amount of such payment or liability and the reasons

therefor in reasonable detail delivered to the Borrower by a Lender or any 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 any L/C Issuer, shall be conclusive

absent manifest error.

(i)Each Lender and each L/C Issuer shall, and does hereby, severally

indemnify, and shall make payment in respect thereof within 10 days after written

demand setting forth the amount and the reasons in reasonable detail therefor, (x) the

Administrative Agent against any Indemnified Taxes attributable to such Lender or such

L/C Issuer (but only to the extent that the Borrower has not already indemnified the

Administrative Agent for such Indemnified Taxes and without limiting the obligation of

the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable,

against any Taxes attributable to such Lender’s failure to comply with the provisions of

Section 10.06(d) relating to the maintenance of a Participant Register and (z) the

Administrative Agent and the Borrower, as applicable, against any Excluded Taxes

attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by

the Administrative Agent or the Borrower in connection with any Loan Document, and

any penalties, interest and 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 setting forth the amount of such payment or

liability and the reasons therefor in reasonable detail delivered to any Lender by the

Administrative Agent shall be conclusive absent manifest error.  Each Lender and each L/

C Issuer hereby authorizes the Administrative Agent to set off and apply any and all

amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under

this Agreement or any other Loan Document or otherwise payable by the Administrative

Agent to the Lender from any other source against any amount due to the Administrative

Agent under this clause (ii).

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(d)Evidence of Payments.  Upon request by a Loan Party or the Administrative

Agent, as the case may be, after any payment of Taxes by such Loan Party or by the

Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Loan

Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such

Loan Party, as the case may be, the original or a certified copy of a receipt issued by such

Governmental Authority evidencing such payment, a copy of any return required by Laws to

report such payment or other evidence of such payment reasonably satisfactory to such Loan

Party or the Administrative Agent, as the case may be.

(e)Status of Lenders; Tax Documentation.

(i)Each Lender that is entitled to an exemption from or reduction of

withholding Tax with respect to payments made under any Loan Document shall deliver

to the Borrower and the Administrative Agent, at the time or times prescribed by

applicable Laws or when reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation prescribed by applicable

Laws or by taxing authorities of any jurisdiction and such other information reasonably

requested by the Borrower or the Administrative Agent as will permit such payments to

be made without withholding or at a reduced rate of withholding.  In addition, any

Lender, if reasonably requested by the Borrower or the Administrative Agent, shall

deliver such other documentation prescribed by applicable Law or reasonably requested

by the Borrower or the Administrative Agent as will enable the Borrower or the

Administrative Agent to determine whether or not such Lender is subject to backup

withholding or information reporting requirements.  Notwithstanding anything to the

contrary in the preceding two sentences, the completion, execution and submission of

such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A),

(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment

such completion, execution or submission would subject such Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial

position of such Lender.

(ii)Without limiting the generality of the foregoing, for so long as the

Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and

the Administrative Agent on or prior to the date on which such Lender becomes a

Lender under this Agreement (and from time to time thereafter upon the

reasonable request of the Borrower or the Administrative Agent), executed copies

of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup

withholding Tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of

copies as shall be requested by the recipient) on or prior to the date on which such

Foreign Lender becomes a Lender under this Agreement (and from time to time

thereafter upon the reasonable request of the Borrower or the Administrative

Agent), whichever of the following is applicable:

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(1)in the case of a Foreign Lender claiming the benefits of an income

tax treaty to which the United States is a party (x) with respect to

payments of interest under any Loan Document, executed copies of IRS

Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the

“interest” article of such tax treaty and (y) with respect to any other

applicable payments under any Loan Document, IRS Form W-8BEN-E (or

W-8BEN, as applicable) establishing an exemption from, or reduction of,

U.S. federal withholding Tax pursuant to the “business profits” or “other

income” article of such tax treaty;

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

(3)in the case of a Foreign Lender claiming the benefits of the

exemption for portfolio interest under Section 881(c) of the Code, (x) a

certificate substantially in the form of Exhibit H-1 to the effect that such

Foreign Lender is not a “bank” within the meaning of Section

881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower

within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled

foreign corporation” described in Section 881(c)(3)(C) of the Code (a

“U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form

W-8BEN-E (or W-8BEN, as applicable); or

(4)to the extent a Foreign Lender is not the beneficial owner, executed

copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS

Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance

Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS

Form W-9, and/or other certification documents from each beneficial

owner, as applicable; provided that if the Foreign Lender is a partnership

and one or more direct or indirect partners of such Foreign Lender are

claiming the portfolio interest exemption, such Foreign Lender may

provide a U.S. Tax Compliance Certificate substantially in the form of

Exhibit H-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of

copies as shall be requested by the recipient) on or prior to the date on which such

Foreign Lender becomes a Lender under this Agreement (and from time to time

thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed copies of any other form prescribed by applicable Law as a basis

for claiming exemption from or a reduction in U.S. federal withholding Tax, duly

completed, together with such supplementary documentation as may be

prescribed by applicable Law to permit the Borrower or the Administrative Agent

to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would

be subject to U.S. federal withholding Tax imposed by FATCA if such Lender

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were to fail to comply with the applicable reporting requirements of FATCA

(including those contained in Section 1471(b) or 1472(b) of the Code, as

applicable), such Lender shall deliver to the Borrower and the Administrative

Agent at the time or times prescribed by Law and at such time or times reasonably

requested by the Borrower or the Administrative Agent such documentation

prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i)

of the Code) and such additional documentation reasonably requested by the

Borrower or the Administrative Agent as may be necessary for the Borrower and

the Administrative Agent to comply with their obligations under FATCA and to

determine that such Lender has complied with such Lender’s obligations under

FATCA or to determine the amount to deduct and withhold from such payment.

Solely for purposes of this clause (D), “FATCA” shall include any amendments

made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered

pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it

shall update such form or certification or promptly notify the Borrower and the

Administrative Agent in writing of its legal inability to do so.

(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 as to which it has been indemnified by the

Borrower or with respect to which the Borrower has paid additional amounts pursuant to this

Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent

of indemnity payments made, or additional amounts paid, by the Borrower under this Section

3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses

(including Taxes) incurred by such Recipient, and without interest (other than any interest paid

by the relevant Governmental Authority with respect to such refund), provided that the

Borrower, upon the request of the Recipient, agrees to repay to the Recipient the amount paid

over to the Borrower (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority other than penalties, interest or charges attributable to gross negligence

or willful misconduct of 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 the Borrower 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 Borrower or any

other Person.

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(g)Survival.  Each party’s obligations under this Section 3.01 shall survive the

resignation or replacement of the Administrative Agent or any assignment of rights by, or the

replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the

repayment, satisfaction or discharge of all other Obligations.

3.02.Illegality. If any Lender determines that any Law has made it unlawful, or that

any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable

Lending Office to make, maintain or fund Loans whose interest is determined by reference to a

Relevant Rate, or to determine or charge interest rates based upon a Relevant Rate or to purchase

or sell, or to take deposits of, any Alternative Currency in the applicable interbank market, then,

upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any

obligation of such Lender to make or maintain Alternative Currency Loans in the affected

currency or currencies or, in the case of Loans denominated in Dollars, to make or continue

Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be, in each case,

suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining

Base Rate Loans the interest rate on which is determined by reference to the Term SOFR

component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if

necessary to avoid such illegality, be determined by the Administrative Agent without reference

to the Term SOFR component of the Base Rate, in each case until such Lender notifies the

Administrative Agent and the Borrower that the circumstances giving rise to such determination

no longer exist.  Upon receipt of such notice, (i) the Borrower shall, upon demand from such

Lender (with a copy to the Administrative Agent), prepay all Term SOFR Loans or Alternative

Currency Loans, as applicable, in the affected currency or currencies, or, if applicable and such

Loans are denominated in Dollars, convert all Term SOFR Loans of such Lender to Base Rate

Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid

such illegality, be determined by the Administrative Agent without reference to the Term SOFR

component of the Base Rate), in each case, immediately, or, in the case of Alternative Currency

Term Rate Loans or Term SOFR Loans, on the last day of the Interest Period therefor, if such

Lender may lawfully continue to maintain such Term SOFR Loan or Alternative Currency Term

Rate Loan to such day and (ii) if such notice asserts the illegality of such Lender determining or

charging interest rates based upon SOFR, the Administrative Agent shall during the period of

such suspension compute the Base Rate applicable to such Lender without reference to the Term

SOFR component thereof until the Administrative Agent is advised in writing by such Lender

that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR.

Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the

amount so prepaid or converted, together with any additional amounts required pursuant to

Section 3.05.

3.03.Inability to Determine Rates.

(a)If in connection with any request for a Term SOFR Loan or an Alternative

Currency Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of

any of such Loans, as applicable, (i) the Administrative Agent determines (which determination

shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for

the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or

Section 3.03(c), and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or

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the Scheduled Unavailability Date or the SOFR Scheduled Unavailability Date has occurred with

respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not

otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any

determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term

SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base

Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any

reason the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency

for any requested Interest Period or determination date(s) does not adequately and fairly reflect

the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify

the Borrower and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected

currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans, shall be

suspended (in each case to the extent of the affected Loans or Interest Period or determination

date(s), as applicable), and (y) in the event of a determination described in the preceding

sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term

SOFR component in determining the Base Rate shall be suspended, in each case until the

Administrative Agent (or, in the case of a determination by the Required Lenders described in

clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the

Required Lenders) revokes such notice.

Upon receipt of such notice, (i) the Borrower may revoke any pending request for a

Borrowing of, or conversion to, or continuation of Term SOFR Loans or Alternative Currency

Loans, as applicable, (to the extent of the affected Loans or Interest Period or determination

date(s), as applicable) or, failing that, will be deemed to have converted such request into a

request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar

Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall

be deemed to have been converted to Base Rate Loans immediately at the end of their respective

applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the

Borrower’s election, shall either (1) be converted into a Committed Borrowing of Base Rate

Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding

Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan,

or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate

Loan, or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate

Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term

Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative

Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower

of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of

the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower

shall be deemed to have elected clause (1) above.

(b)Replacement of Term SOFR or SOFR Successor Rate.  Notwithstanding anything

to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent

determines (which determination shall be conclusive absent manifest error), or the Borrower or

Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a

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copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined,

that:

(i) adequate and reasonable means do not exist for ascertaining one month,

three month and six month interest periods of Term SOFR, including, without

limitation, because the Term SOFR Screen Rate is not available or published on a

current basis and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a

Governmental Authority having jurisdiction over the Administrative Agent or

such administrator with respect to its publication of Term SOFR, in each case

acting in such capacity, has made a public statement identifying a specific date

after which one month, three month and six month interest periods of Term SOFR

or the Term SOFR Screen Rate shall or will no longer be made available, or

permitted to be used for determining the interest rate of U.S. dollar denominated

syndicated loans, or shall or will otherwise cease,provided that, at the time of

such statement, there is no successor administrator that is satisfactory to the

Administrative Agent, that will continue to provide such interest periods of Term

SOFR after such specific date (the latest date on which one month, three month

and six month interest periods of Term SOFR or the Term SOFR Screen Rate are

no longer available permanently or indefinitely, the “SOFR Scheduled

Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the

“Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the

relevant interest payment date, as applicable, for interest calculated and, solely with respect to

clause (ii) above, no later than the SOFR Scheduled Unavailability Date, Term SOFR will be

replaced hereunder and under any Loan Document with Daily Simple SOFR plusthe SOFR

Adjustment for any payment period for interest calculated that can be determined by the

Administrative Agent, in each case, without any amendment to, or further action or consent of

any other party to, this Agreement or any other Loan Document (the “SOFR Successor Rate”).

If the SOFR Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all

interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary herein, (i) if the Administrative Agent

determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement

Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have

occurred with respect to the SOFR Successor Rate then in effect, then in each case, the

Administrative Agent and the Borrower may amend this Agreement solely for the purpose of

replacing Term SOFR or any then current SOFR Successor Rate in accordance with this Section

3.03 at the end of any Interest Period, relevant interest payment date or payment period for

interest calculated, as applicable, with an alternative benchmark rate giving due consideration to

any evolving or then existing convention for similar U.S. dollar denominated credit facilities

syndicated and agented in the United States for such alternative benchmark.  and, in each case,

including any mathematical or other adjustments to such benchmark giving due consideration to

any evolving or then existing convention for similar U.S. dollar denominated credit facilities

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syndicated and agented in the United States for such benchmark, which adjustment or method for

calculating such adjustment shall be published on an information service as selected by the

Administrative Agent from time to time in its reasonable discretion and may be periodically

updated.  For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a

“SOFR Successor Rate”.  Any such amendment shall become effective at 5:00 p.m. on the fifth

Business Day after the Administrative Agent shall have posted such proposed amendment to all

Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders

have delivered to the Administrative Agent written notice that such Required Lenders object to

such amendment.

(c)Replacement of Relevant Rate or Successor Rate.  Notwithstanding anything to

the contrary in this Agreement or any other Loan Documents, if the Administrative Agent

determines (which determination shall be conclusive absent manifest error), or the Borrower or

Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a

copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined,

that:

(i)adequate and reasonable means do not exist for ascertaining the Relevant

Rate (other than Term SOFR) for an Agreed Currency (other than Dollars) because none

of the tenors of such Relevant Rate (other than Term SOFR) under this Agreement is

available or published on a current basis, and such circumstances are unlikely to be

temporary; or

(ii)the Applicable Authority has made a public statement identifying a

specific date after which all tenors of the Relevant Rate (other than Term SOFR) for an

Agreed Currency (other than Dollars) under this Agreement shall or will no longer be

representative or made available, or permitted to be used for determining the interest rate

of syndicated loans denominated in such Agreed Currency (other than Dollars), or shall

or will otherwise cease, provided that, in each case, at the time of such statement, there is

no successor administrator that is satisfactory to the Administrative Agent that will

continue to provide such representative tenor(s) of the Relevant Rate (other than Term

SOFR) for such Agreed Currency (other than Dollars) (the latest date on which all tenors

of the Relevant Rate for such Agreed Currency (other than Dollars) under this Agreement

are no longer representative or available permanently or indefinitely, the “Scheduled

Unavailability Date”);

or if the events or circumstances of the type described in Section 3.03(c) (i) or (ii) have

occurred with respect to the Non-SOFR Successor Rate then in effect, then, the Administrative

Agent and the Borrower may amend this Agreement solely for the purpose of replacing the

Relevant Rate for an Agreed Currency or any then current Non-SOFR Successor Rate for an

Agreed Currency in accordance with this Section 3.03 with an alternative benchmark rate giving

due consideration to any evolving or then existing convention for similar credit facilities

syndicated and agented in the U.S. and denominated in such Agreed Currency for such

alternative benchmarks, and, in each case, including any mathematical or other adjustments to

such benchmark giving due consideration to any evolving or then existing convention for similar

credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for

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such benchmarks, which adjustment or method for calculating such adjustment shall be

published on an information service as selected by the Administrative Agent from time to time in

its reasonable discretion and may be periodically updated (and any such proposed rate, including

for the avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor Rate”, and

collectively with the SOFR Successor Rate, each a “Successor Rate”), and any such amendment

shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent

shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to

such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent

written notice that such Required Lenders object to such amendment.

(d)Successor Rate. The Administrative Agent will promptly (in one or more notices)

notify the Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice;

provided that to the extent such market practice is not administratively feasible for the

Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably

determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined

would otherwise be less than 0%, the Successor Rate will be deemed to be 0% for the purposes

of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent

will have the right to make Conforming Changes from time to time and, notwithstanding

anything to the contrary herein or in any other Loan Document, any amendments implementing

such Conforming Changes will become effective without any further action or consent of any

other party to this Agreement; provided that, with respect to any such amendment effected, the

Administrative Agent shall post each such amendment implementing such Conforming Changes

to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

For purposes of this Section 3.03, those Lenders that either have not made, or do not have

an obligation under this Agreement to make, the relevant Loans in the relevant Alternative

Currency shall be excluded from any determination of Required Lenders.

3.04.Increased Costs.

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

(i)impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement against assets of, deposits with

or for the account of, or credit extended or participated in by, any Lender or any L/C

Issuer;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B)

Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C)

Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or

other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

or

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(iii)impose on any Lender or any L/C Issuer or any applicable interbank

market any other condition, cost or expense (other than Taxes) affecting this Agreement,

Term SOFR Loans made by such Lender 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 Borrower will pay to such Lender or such L/C

Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or

such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender or any L/C Issuer determines that any

Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender

or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity

requirements has or would have the effect of reducing the rate of return on such Lender’s or such

L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if

any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made

by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the

Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C

Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such

Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the

policies of such Lender’s or such L/C Issuer’s holding company with respect to capital

adequacy), then from time to time, the Borrower will pay to such Lender or such L/C Issuer, as

the case may be, such additional amount or amounts as will compensate such Lender or such L/C

Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender or an L/C Issuer setting

forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its

holding company, as the case may be, as specified in subsection (a) or (b) of this Section and

delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay

such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such

certificate within 10 days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or any L/C Issuer to

demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not

constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation,

provided that the Borrower 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 six months prior to the date that such Lender or such L/C Issuer, as the case

may be, notifies the Borrower of the Change in Law giving rise to such increased costs or

reductions and of such Lender’s or such 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,

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then the six-month period referred to above shall be extended to include the period of retroactive

effect thereof).

3.05.Compensation for Losses. Upon the written demand of any Lender (with a copy

to the Administrative Agent) from time to time, the Borrower shall promptly compensate such

Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a

result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a

Base Rate Loan on a day other than the last day of any Interest Period, relevant interest payment

date or payment period, as applicable, for such Loan, if applicable (whether voluntary,

mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by the Borrower (for a reason other than the failure of such Lender to

make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on

the date or in the amount notified by the Borrower; or

(c)any assignment of a 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 the

Borrower pursuant to Section 10.13;

(d)any failure by the Borrower to make any payment of any Loan or drawing under

any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its

scheduled due date or any payment thereof in a different currency;

including any loss of anticipated profits, any foreign exchange loss and any loss or expense

arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or

from fees payable to terminate the deposits from which such funds were obtained or from the

performance of any foreign exchange contract.  The Borrower shall also pay any customary

administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section

3.05, each Lender shall be deemed to have funded each Alternative Currency Term Rate Loan

made by it at the Alternative Currency Term Rate for such Loan by a matching deposit or other

borrowing in the offshore interbank eurodollar market for such currency for a comparable

amount and for a comparable period, whether or not such Alternative Currency Term Rate Loan

was in fact so funded.

3.06.Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  Each Lender may make any Credit

Extension to the Borrower through any Lending Office, provided that the exercise of this option

shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with

the terms of this Agreement.  If any Lender requests compensation under Section 3.04, or

requires the Borrower 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 Borrower such Lender or such L/C Issuer shall, as applicable, use reasonable

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efforts to designate a different Lending Office for funding or booking its Loans hereunder or to

assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in

the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would

eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the

future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in

each case, would not subject such Lender or such L/C Issuer, as the case may be, to any

unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or

such L/C Issuer, as the case may be.  The Borrower hereby agrees to pay all reasonable costs and

expenses incurred by any Lender or any L/C Issuer in connection with any such designation or

assignment.

(b)Replacement of Lenders.  If any Lender requests compensation under Section

3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any

Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has not eliminated such Indemnified Taxes or additional amounts

by designating a different lending office in accordance with Section 3.06(a), the Borrower may

replace such Lender in accordance with Section 10.13.

3.07.Survival.All of the Borrower’s obligations under this Article III shall survive

termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and

resignation of the Administrative Agent.

ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01.Conditions Precedent to Initial Credit Extension. The effectiveness of this

Agreement is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent shall have received the following, each dated the

Effective Date (or, in the case of certificates of governmental officials, a recent date before the

Effective Date), and each in form and substance reasonably satisfactory to the Administrative

Agent:

(i)executed counterparts of this Agreement;

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

(iii)certificates of resolutions or other equivalent action and incumbency

certificates of Responsible Officers of the Borrower evidencing the identity, authority and

capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in

connection with this Agreement and the other Loan Documents to which the Borrower is

a party;

(iv)documents and certifications evidencing that the Borrower is validly

existing and in good standing in its jurisdiction of organization;

(v)a certificate signed by a Responsible Officer of the Borrower certifying

(A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that,

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other than as publicly disclosed in the Form 10-K of the Borrower for the fiscal year

ended December 31, 2023, there has been no event or circumstance since the date of the

Audited Financial Statements that has had or could be reasonably expected to have, either

individually or in the aggregate, a Material Adverse Effect; (C) the current Debt Ratings

and (D) that there are no actions, suits, investigations or proceedings pending or, to the

knowledge of the Borrower, threatened in any court or before any arbitrator or

governmental authority that could reasonably be expected to have a Material Adverse

Effect;

(vi)customary opinion of Latham & Watkins LLP, counsel to the Borrower, in

form and substance reasonably satisfactory to the Administrative Agent;

(vii)evidence that the Existing Credit Agreement has been or concurrently with

the Effective Date is being terminated (other than those terms therein that are expressly

stated to survive termination or repayment in full); and

(viii)a solvency certificate from the treasurer or other financial officer of the

Borrower substantially in the form of Exhibit I hereto.

(b)All accrued and invoiced fees and expenses of the Lead Arrangers, the

Administrative Agent and the Lenders (including the fees and expenses of counsel for the

Administrative Agent) required to be paid on or before the Effective Date shall have been paid,

to the extent invoiced at least three (3) Business Days prior to the Effective Date.

(c)The Administrative Agent shall have received (i) at least 3 Business Days prior to

the Effective Date, all documentation and other information required by bank regulatory

authorities under applicable “know your customer” and anti-money-laundering rules and

regulations, including, without limitation, the PATRIOT Act, in each case, to the extent

requested by the Administrative Agent at least 10 days prior to the Effective Date, and (ii) at

least 3 Business Days prior to the Effective Date, to the extent the Borrower qualifies as a “legal

entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership

Certification in relation to the Borrower, to the extent requested by the Administrative Agent at

least 10 days prior to the Effective Date.

Without limiting the generality of the provisions of Section 9.04, for purposes of determining

compliance with the conditions specified in this Section 4.01, each Lender that has signed this

Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,

each document or other matter required thereunder to be consented to or approved by or

acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice

from such Lender prior to the proposed Effective Date specifying its objection thereto.  The

Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the

Effective Date, and such notice shall be conclusive and binding.

4.02.Conditions Precedent to all Credit Extensions. The obligation of each Lender

to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only

a conversion of Committed Loans to the other Type, or a continuation of Term SOFR Loans or

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Alternative Currency Term Rate Loans) is subject to satisfaction (or waiver pursuant to Section

10.01) of the following conditions precedent:

(a)The representations and warranties of (i) the Borrower contained in Article V

(except for the representations and warranties in Sections 5.05(b) and 5.06) and (ii) each Loan

Party contained in each other Loan Document, shall be true and correct in all material respects

except that all representations and warranties that are qualified by materiality are 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 (or true and correct in all respects for any such

representations or warranties that are qualified by materiality) as of such earlier date.

(b)No Default shall exist, or would result from such proposed Credit Extension or

the application of the proceeds thereof.

(c)The Administrative Agent and, if applicable, 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)In the case of a Credit Extension to be denominated in an Alternative Currency,

there shall not have occurred any change in national or international financial, political or

economic conditions or currency exchange rates or exchange controls that would make it

impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a

conversion of Committed Loans to the other Type, or a continuation of Term SOFR Loans or

Alternative Currency Term Rate Loans) submitted by the 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

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

5.01.Existence, Qualification and Power. Each Loan Party and each Significant

Subsidiary thereof (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 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 (a) (other than

with respect to the Borrower), (b)(i) or (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

each Loan Party of each Loan Document to which such Person is a party, have been duly

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authorized by all necessary corporate or other organizational action, and do not and will not (a)

contravene the terms of such Person’s Organization Documents, (b) conflict with or result in any

breach or contravention of, or the creation of any Lien (other than Liens permitted by

Section 7.01) under any Contractual Obligation to which such Person is a party or affecting such

Person or the properties of such Person or any of its Subsidiaries, or (c) violate any applicable

Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award

to which such Person or its property is subject, except, in the cases of clauses (b) and (c) to the

extent such conflict, breach, contravention, creation or violation could not reasonably be

expected to have a Material Adverse Effect.

5.03.Governmental Authorization; Other Consents. No approval, consent,

exemption, authorization, or other action by, or notice to, or filing with, any Governmental

Authority or any other Person is necessary or required in connection with the execution, delivery

or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan

Document, other than (x) those such as have been obtained or made and are in full force and

effect, (y) any filings of this Agreement and the other Loan Documents with the SEC required to

be made after the date hereof, and (z) such approvals, consents, exemptions, authorizations,

actions or notices the failure of which to obtain or make could not reasonably be expected to

have a Material Adverse Effect.

5.04.Binding Effect.  This Agreement and each other Loan Document has been duly

executed and delivered by each Loan Party that is party thereto.  This Agreement and each other

Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable

against each Loan Party that is party thereto in accordance with its terms, except as

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium

or similar laws affecting creditors’ rights or remedies generally and by general principles of

equity and an implied covenant of good faith and fair dealing.

5.05.Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements and the Quarterly Financial Statements (i) were

prepared in accordance with GAAP and (ii) present fairly in all material respects the financial

condition of the Borrower and its Subsidiaries as of the date thereof and for the indicated period,

subject, in the case of the Quarterly Financial Statements, to normal year-end audit adjustments

and the absence of footnotes.

(b)Other than as publicly disclosed in the Form 10-K of the Borrower for the fiscal

year ended December 31, 2023, since the date of the Audited Financial Statements, there has

been no event or circumstance, either individually or in the aggregate, that has had or could

reasonably be expected to have a Material Adverse Effect.

5.06.Litigation.  There are no actions, suits, proceedings, claims or disputes pending

or, to the knowledge of the Borrower, threatened in writing at law, in equity, in arbitration or

before any Governmental Authority by or against the Borrower or any of its Subsidiaries or

against any of their properties or revenues that (a) provides a reasonable basis for questioning the

validity or the enforceability of any Loan Document or (b) except as disclosed in Schedule

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5.06(b), either individually or in the aggregate, could reasonably be expected to have a Material

Adverse Effect.

5.07.No Default.  No Default has occurred and is continuing.

5.08.Ownership of Property; Liens. Except as disclosed in Schedule 5.08, each of

the Borrower and each Significant Subsidiary has good record and marketable title to, or valid

leasehold interests in, or easements or other limited property interests in, all real property

necessary in the ordinary conduct of its business, except for Liens permitted by Section 7.01 and

except where the failure to have such title or interest could not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

5.09.Environmental Compliance.Except as disclosed in Schedule 5.09, (i) the

Borrower and each Significant Subsidiary and their respective operations and facilities are in

compliance with all Environmental Laws, (ii) there are no claims pending or, to the knowledge

of the Borrower, threatened in writing against the Borrower or any of its Significant Subsidiaries

alleging liability under or responsibility of the Borrower or any of its Significant Subsidiaries for

violation of, any Environmental Law and (iii) neither the Borrower nor any of its Significant

Subsidiaries is subject to, or to the knowledge of the Borrower, there are no facts, activities,

circumstances, conditions or occurrences that could reasonably be expected to result in, any

Environmental Liability, in each case of the foregoing clauses (i), (ii) or (iii), that could,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10.Taxes.The Borrower and its Subsidiaries have filed all Federal, state and other

material tax returns and reports required to be filed, and have paid all Federal, state and other

material taxes, assessments, fees and other governmental charges levied or imposed upon them

or their properties, income or assets otherwise due and payable, except (i) 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, (ii) as disclosed on Schedule 5.10 or (iii)

which, collectively, could not exceed the Threshold Amount.  Except as disclosed on Schedule

5.10, there is no actual or proposed tax assessment against the Borrower or any Subsidiary that

would, if made or paid, have a Material Adverse Effect.

5.11.ERISA.Except as could not reasonably be expected, whether individually or in

the aggregate, to have a Material Adverse Effect:

(a)(i) Each Loan Party and each ERISA Affiliate is in compliance with any

applicable provisions of ERISA and the regulations and published interpretations thereunder with

respect to all Pension Plans; (ii) each Pension Plan that is intended to qualify under Section

401(a) of the Code has received a favorable determination letter from the IRS or an application

for such a letter is currently being processed by the IRS with respect thereto and, to the

knowledge of any Responsible Officer of the Borrower, nothing has occurred which would

prevent, or cause the loss of, such qualification; and (iii) each Loan Party and each ERISA

Affiliate has made all required contributions to each Pension Plan and no application for a

funding waiver has been made with respect to any Pension Plan.

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(b)(i) There are no pending or, to the knowledge of any Responsible Officer of the

Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority with

respect to any Pension Plan; and (ii) there has been no prohibited transaction or violation of the

fiduciary responsibility rules with respect to any Pension Plan.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no

Pension Plan has any Unfunded Pension Liability; and (iii) neither any Loan Party nor any

ERISA Affiliate has engaged in a transaction subject to Section 4069 or 4212(c) of ERISA.

(d)No Foreign Benefit Plan Event has occurred.  Each Foreign Pension Plan is in

compliance in all material respects with the applicable laws and regulations and has been

registered and been maintained in good standing with applicable regulatory authorities.  All

employer and employee contributions required by law or the terms of the Foreign Benefit Plan or

any other employee benefit scheme or arrangement mandated by a government other than the

United States have been made or, if applicable, accrued, in accordance with normal accounting

practices.  The fair market value of the assets of each Foreign Benefit Plan is sufficient to

procure or provide for the accrued benefit obligations under such plan, as of the date hereof, with

respect to all current and former participants in such plan according to actuarial assumptions and

valuation most recently used to account for such obligations in accordance with generally

accepted accounting principles.

5.12.Significant Subsidiaries. As of the Effective Date, the Borrower has no

Significant Subsidiaries other than those specifically disclosed in Schedule 5.12.

5.13.Use of Proceeds; Margin Regulations; Investment Company Act.

(a)The Borrower shall use the proceeds of the Credit Extensions for general

corporate purposes, including, without limitation, financing working capital, capital expenditures

and other lawful purposes.  The Borrower is not engaged or will not engage, principally or as one

of its important activities, in the business of purchasing or carrying margin stock (within the

meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin

stock.  No proceeds of any Credit Extension will be used for any purpose that would result in a

violation of Regulation U.

(b)No Loan Party is required to be registered as an “investment company” under the

Investment Company Act of 1940.

5.14.Disclosure.

(a)As of the Effective Date, the reports, financial statements, certificates and other

written information furnished by or on behalf of any Loan Party to the Administrative Agent or

any Lender in connection with the transactions contemplated hereby and the negotiation of this

Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan

Document (as modified or supplemented by other information so furnished) (other than the

Projections, estimates and information of a general economic nature) (taken as a whole, the

“Information”) as of such date do not, when taken as a whole, contain any misstatement of

material fact or omit 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,

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with respect to projections, estimates, budgets and other forward-looking information (taken as a

whole, the “Projections”), the Borrower represents and warrants, as of the Effective Date, that

such information was prepared in good faith based upon assumptions believed by the Borrower

to be reasonable at the time of preparation, it being recognized by the Administrative Agent and

the Lenders that (x) such Projections are not to be viewed as facts and that actual results during

the period or periods covered by any such projections may differ significantly from the projected

or forecasted results and that such differences may be material and that such Projections are not a

guarantee of financial performance and (y) no representation is made with respect to information

of a general economic or general industry nature.

(b)As of the Effective Date, the information included in each Beneficial Ownership

Certification is true and correct in all respects.

5.15.Compliance with Laws.  The Borrower and each Subsidiary thereof is in

compliance in all material respects with the requirements of all Laws, and all orders, writs,

injunctions and decrees applicable to it or to its business or property, except in such instances in

which the failure to comply therewith could not reasonably be expected to have a Material

Adverse Effect.

5.16.[Reserved].

5.17.OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge

of the Borrower and its Subsidiaries, any director, officer, employee, or affiliate under the

control of the Borrower or a subsidiary thereof, is an individual or entity that is, or is more than

50% owned or controlled by one or more individuals or entities that is (i) currently the target of

any Sanctions, (ii) included on OFAC’s Specially Designated Nationals and Blocked Persons

List, HMT’s Consolidated List of Financial Sanctions Targets, the Consolidated United Nations

Security Council Sanctions List, or any similar list enforced by the United States Government,

the European Union, HMT, the Government of Canada, or the UN Security Council or (iii)

located, organized or resident in a Designated Jurisdiction.

5.18.Anti-Corruption Laws. Except to the extent that the failure to do so (i) could

not reasonably be expected to have a Material Adverse Effect and (ii) would not result in any

non-compliance by, or other adverse impact on any of the Lenders, any L/C Issuer,

Administrative Agent or Lead Arrangers with respect to the United States Foreign Corrupt

Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption or anti-money

laundering legislation in other jurisdictions, the Borrower and its Subsidiaries have conducted

their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the

UK Bribery Act 2010, and other similar anti-corruption or anti-money laundering legislation in

other jurisdictions and have instituted and maintained policies and procedures designed to

promote and achieve compliance with such laws.

5.19.Affected Financial Institution.  No Loan Party is an Affected Financial

Institution.

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ARTICLE VI.

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan shall remain

unpaid or unsatisfied or any other Obligation hereunder which is accrued and payable shall

remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding or not otherwise

provided for in full in a manner provided for herein or as otherwise reasonably satisfactory to the

relevant L/C Issuer, the Borrower shall, and shall (except in the case of the covenants set forth in

Sections 6.01, 6.02, and 6.03) cause each SignificantSubsidiary to:

6.01.Financial Statements. Deliver to the Administrative Agent for further prompt

distribution to the Lenders:

(a)as soon as available, but in any event no later than 100 days after the end of each

fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, a

consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year,

and the related consolidated statement of operations, comprehensive earnings (or loss),

stockholders’ 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 of PricewaterhouseCoopers, LLP or other

registered public accounting firm of nationally recognized standing selected by the Borrower,

which report shall be prepared in accordance with the standards of the Public Company

Accounting Oversight Board (United States) 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; and

(b)as soon as available, but in any event not later than 60 days after the end of each

of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal

quarter ended June 30, 2024, a consolidated balance sheet of the Borrower and its Subsidiaries as

at the end of such fiscal quarter, and the related consolidated statements of operations,

comprehensive earnings (or loss), stockholders’ equity and cash flows for such fiscal quarter and

for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative

form the figures for the corresponding fiscal quarter of the previous fiscal year and the

corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief

executive officer, chief financial officer, treasurer or controller of the Borrower as fairly

presenting in all material respects the financial condition, results of operations, stockholders’

equity and cash flows of the Borrower 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, the Borrower

shall not be separately required to furnish such information under clause (a) or (b) above, but the

foregoing shall not be in derogation of the obligation of the Borrower to furnish the information

and materials described in clauses (a) and (b) above at the times specified therein.

6.02.Certificates; Other Information. Deliver to the Administrative Agent for

further prompt distribution to the Lenders:

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(a)concurrently with the delivery of the financial statements referred to in

Sections 6.01(a) and (b), commencing with the financial statements referred to in Section 6.01(b)

for the fiscal quarter ending September 30, 2024, a duly completed Compliance Certificate

signed by the chief executive officer, chief financial officer, treasurer or controller of the

Borrower;

(b)promptly after the same are available, copies of each report or financial statement

sent to the stockholders of the Borrower generally, and copies of all regular and periodic reports

which the Borrower may file with the SEC under Section 13 or 15(d) of the Securities Exchange

Act of 1934, as amended, and not otherwise required to be delivered to the Administrative Agent

pursuant hereto;

(c)promptly following any request therefor, provide information and documentation

reasonably requested by the Administrative Agent or any Lender for purposes of compliance

with applicable “know your customer” and anti-money-laundering rules and regulations,

including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and

(d)promptly, such additional information regarding the business, financial or

corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan

Documents, as the Administrative Agent or any Lender through the Administrative Agent may

from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b)

(to the extent any such documents are included in materials otherwise filed with the SEC) may

be delivered electronically and if so delivered, shall be deemed to have been delivered on the

date (i) on which the Borrower posts such documents, or provides a link thereto on the

Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on

which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if

any, to which each Lender and the Administrative Agent have access (whether a commercial,

third-party website or whether sponsored by the Administrative Agent); provided that the

Borrower shall deliver paper copies of such documents to the Administrative Agent or any

Lender that requests the Borrower to deliver such paper copies until a written request to cease

delivering paper copies is given by the Administrative Agent or such Lender.  In every instance

the Borrower shall be required to provide, whether electronically or otherwise, executed copies

of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent.  Except

for such Compliance Certificates, the Administrative Agent shall have no obligation to request

the delivery or to maintain copies of the documents referred to above, and in any event shall have

no responsibility to monitor compliance by the Borrower with any such request for delivery, and

each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of

such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead

Arrangers will make available to the Lenders and the L/C Issuers materials and/or information

provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by

posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar

electronic transmission system (the “Platform”) and (b) certain of the Lenders may be “public-

side” Lenders (i.e., Lenders that do not wish to receive material non-public information with

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respect to the Borrower, any of their respective Affiliates or any of their respective securities)

(each, a “Public Lender”).  The Administrative Agent hereby agrees that when it posts such

Borrower Materials on the Platform, it will post such Borrower Materials in the form the

Borrower provided such Borrower Materials to the Administrative Agent.  The Borrower hereby

agrees that (w) all Borrower Materials that are to be made available to Public Lenders must be

clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word

“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower

Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative

Agent, the Lead 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 Borrower, its Affiliates or

their respective securities for purposes of United States Federal and state securities laws

(provided, however, that to the extent such Borrower Materials constitute Information, they shall

be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are

permitted to be made available through a portion of the Platform designated “Public Investor;”

and (z) the Administrative Agent and the Lead Arrangers shall treat any Borrower Materials that

are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not

designated “Public Investor.”  Notwithstanding the foregoing or anything to the contrary herein

or in any other Loan Document, no Loan Party is under any obligation to mark any Borrower

Materials as “PUBLIC.”

6.03.Notices. Promptly upon any Responsible Officer obtaining knowledge thereof,

notify the Administrative Agent:

(a)of the occurrence of any Default;

(b)any event, change or circumstance that has had, or could reasonably be expected

to have, a Material Adverse Effect; and

(c)of any announcement by Moody’s or S&P of any change in a Debt Rating.

Each notice pursuant to this Section 6.03 (other than Section 6.03(c)) shall be accompanied by a

statement of a Responsible Officer of the Borrower setting forth details of the occurrence

referred to therein and stating what action the Borrower has taken and proposes to take with

respect thereto.  The Administrative Agent will promptly notify the Lenders of any notices it

receives pursuant to this Section 6.03.

6.04.Payment of Obligations.  Pay and discharge or otherwise satisfy prior to the time

when any penalty or fine shall be incurred with respect thereto (a) all tax liabilities, assessments

and governmental charges or levies upon it or its properties or assets and (b) all other lawful

claims which, if unpaid, would by law become a Lien upon its property (other than any Lien

permitted under Section 7.01), except, in the case of clauses (a) and (b) to the extent failure to

pay or discharge the same would not reasonably be expected to have a Material Adverse Effect

or unless the same are being contested in good faith by appropriate proceedings diligently

conducted and adequate reserves, if any, required by GAAP are being maintained by the

Borrower or such Significant Subsidiary.

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6.05.Preservation of Existence, Etc. Preserve, renew and maintain in full force and

effect its legal existence and good standing under the Laws of the jurisdiction of its organization

except in a transaction permitted by Section 7.03; provided, however, that the legal existence and

good standing of any Subsidiary shall be permitted to be terminated or lapsed, respectively, if the

Borrower determines in good faith that such termination or lapse, as the case may be, is in the

best interests of the Borrower and is not materially disadvantageous to the Administrative Agent

or the Lenders.

6.06.Maintenance of Material Properties. Except where the failure to do so could

not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect

all of its material properties and equipment necessary in the operation of its business in good

working order and condition, ordinary wear and tear excepted and (b) make all necessary repairs

thereto and renewals and replacements thereof in accordance with sound industry practice.

6.07.Maintenance of Insurance. Maintain with financially sound and reputable

insurance companies, insurance with respect to its properties and business against loss or damage

of the kinds customarily insured against by similarly situated Persons engaged in the same or

similar business, of such types and in such amounts (after giving effect to any self-insurance) as

are customarily carried under similar circumstances by such other Persons.

6.08.Compliance with Laws. Comply in all material respects 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.Maintain proper books of record and account, in which full,

true and correct entries in conformity with GAAP and, in the case of a Foreign Subsidiary,

applicable statutory reporting requirements, consistently applied shall be made of all financial

transactions and matters involving the assets and business of the Borrower or such Significant

Subsidiary, as the case may be, and to the extent required thereby.

6.10.Inspection Rights.Permit representatives and independent contractors of the

Administrative Agent and each Lender at the expense of that Lender to visit and inspect any of

its properties, to examine its corporate, financial and operating records, and make copies thereof

or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers,

and independent public accountants, all at such reasonable times during normal business hours,

upon reasonable advance notice to the Borrower; provided, however, that neither the

Administrative Agent nor any Lender (or any of their respective representatives or independent

contractors) shall be permitted to inspect, examine, make copies or abstracts of or summarize,

any information that is subject to confidentiality obligations, attorney client privilege or other

privilege, or that is a non-financial trade secret; providedfurther, that unless an Event of Default

exists (x) the Administrative Agent or any Lender (or any of their respective representatives or

independent contractors) may only exercise its inspection rights hereunder once per fiscal year,

and (y) representatives of the Borrower may be present during such inspections and discussions.

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6.11.Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate

purposes, including, without limitation, financing working capital, capital expenditures and other

lawful purposes.

6.12.Covenant to Guarantee Obligations.

(a)The Borrower shall cause each direct or indirect Domestic Subsidiary (other than

a Receivables Subsidiary, a FSHCO or a Subsidiary of a CFC or FSHCO) that Guarantees any

Significant Guaranteed Indebtedness to become a Subsidiary Guarantor hereunder within 10

Business Days after the date on which such Indebtedness of the Borrower has been Guaranteed

by such Subsidiary (provided that, for the avoidance of doubt if such Domestic Subsidiary would

be released from its Guarantee of such Significant Guaranteed Indebtedness substantially

concurrently with such Subsidiary not being a Subsidiary Guarantor hereunder, then such

Subsidiary Guarantor shall not be required to become a Subsidiary Guarantor hereunder pursuant

to this Section 6.12(a)) by:

(i)causing such Subsidiary to duly execute and deliver to the Administrative

Agent a Subsidiary Guaranty or Subsidiary Guaranty Supplement pursuant to Section 19

of a Subsidiary Guaranty, guaranteeing the Obligations under the Loan Documents, and

(ii)causing such Subsidiary to deliver to the Administrative Agent, upon the

reasonable request of the Administrative Agent, a signed copy of a customary opinion,

addressed to the Administrative Agent and the Lender Parties, of counsel for the Loan

Parties acceptable to the Administrative Agent.

(b) In addition to the other requirements of this Section 6.12, the Borrower from time

to time may cause one or more of its direct or indirect Subsidiaries to become a Subsidiary

Guarantor by causing such Subsidiary to deliver the documents of the types referred to in clause

(a) above.

6.13.Anti-Corruption Laws.  Except to the extent that the failure to do so (i) could

not reasonably be expected to have a Material Adverse Effect and (ii) could not result in any

non-compliance by, or other adverse impact on any of the Lenders, any L/C Issuer,

Administrative Agent or Lead Arrangers with respect to the United States Foreign Corrupt

Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption or anti-money

laundering legislation in other jurisdictions, conduct its businesses in compliance with the United

States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-

corruption or anti-money laundering legislation in other jurisdictions and maintain policies and

procedures designed to promote and achieve compliance with such laws.

ARTICLE VII.

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan shall remain

unpaid or unsatisfied or any other Obligation hereunder which is accrued and payable shall

remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding or not otherwise

provided for in full in a manner provided for herein or as otherwise reasonably satisfactory to the

relevant L/C Issuer:

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7.01.Liens. The Borrower shall not, nor shall it permit any Subsidiary to, create, incur,

assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now

owned or hereafter acquired, other than the following:

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof, and any extension, renewal or replacement (or

successive extensions, renewals or replacements), in whole or in part, thereof; provided,

however, that (i) such extension, renewal or replacement shall be limited to all or part of the

property which secured the Lien so extended, renewed or replaced (plus improvements on such

property), (ii) the amount secured or benefited thereby is not increased except to the extent the

increased amount of Indebtedness would be permitted under Section 7.02, (iii) the direct or

indirect obligor with respect thereto is not changed, and (iv) any renewal or extension of the

obligations secured or benefited thereby is permitted by Section 7.02(d);

(c)Liens for Taxes, assessments or governmental charges not overdue for a period of

more than 60 days or, if more than 60 days overdue, (i) which are being contested in good faith

by appropriate proceedings (provided that adequate reserves with respect thereto are maintained

on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP)

or (ii) with respect to which failure to make payment would not reasonably be expected to have a

Material Adverse Effect;

(d)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s or

other like Liens arising in the ordinary course of business securing amounts which are not

overdue for a period of more than 60 days or, if more than 60 days overdue (i) such Lien is 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 or (ii) the failure to pay

such amounts would not reasonably be expected to have a Material Adverse Effect;

(e)(i) Liens incurred in connection with workers’ compensation, unemployment

insurance and other social security legislation, (ii) Liens incurred in the ordinary course of

business securing insurance premiums or reimbursement obligations under insurance policies or

(iii) obligations in respect of letters of credit or bank guarantees that have been posted to support

the payment of the items set forth in clauses (i) and (ii) of this Section 7.01(e);

(f)deposits or pledges to secure the performance of bids, tenders, trade contracts and

leases (other than for borrowed money), statutory obligations, surety and appeal bonds,

indemnity bonds, performance bonds and other obligations of a like nature incurred in the

ordinary course of business;

(g)easements, rights-of-way, zoning restrictions, restrictions on the use of real

property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases

to which the Borrower or a Subsidiary of the Borrower is a party, and other similar

encumbrances and minor liens, none of which in the opinion of the Borrower interferes

materially with the use of the property affected in the ordinary conduct of the business of the

Borrower and its Subsidiaries and which defects do not individually or in the aggregate have a

Material Adverse Effect;

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(h)Liens securing judgments for the payment of money not constituting an Event of

Default under Section 8.01(h);

(i)Liens on assets acquired, constructed or improved by the Borrower or any of its

Subsidiaries, provided, however, that (i) such Liens secure Indebtedness permitted by Section

7.02(g), and (ii) such Liens shall not apply to any other property or assets of the Borrower or any

of its Subsidiaries; and

(j)Liens on the property or assets of a Person which is merged into or becomes a

Subsidiary of the Borrower after the date hereof securing Indebtedness permitted under

Section 7.02(h)provided that (i) such Liens existed at the time of such merger or at the time such

Person became such a Subsidiary and were not created in anticipation thereof, (ii) any such Lien

does not extend to cover any other property or assets of the Borrower or any Subsidiary and

(iii) in the case of property or assets of any Person merged into a Loan Party such Liens do not

secure obligations exceeding $75,000,000 in aggregate amount at any time outstanding;

(k)Liens existing on assets or properties at the time of the acquisition thereof by the

Borrower or any Subsidiary of the Borrower which were not created in anticipation of the

acquisition thereof by the Borrower or such Subsidiary, and which (i) do not extend to or cover

any assets or property of the Borrower or such Subsidiary other than the assets or property being

acquired or (ii) do not secure any Indebtedness not permitted under Section 7.02;

(l)any extension, renewal or replacement (or successive extensions, renewals or

replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i), (j) and (k);

provided, however, that such extension, renewal or replacement shall be limited to all or part of

the property which secured the Lien so extended, renewed or replaced (plus improvements on

such property);

(m)rights of setoff and similar arrangements in favor of depository and securities

intermediaries to secure customary fees and similar amounts related to bank accounts or

securities accounts;

(n)any encumbrance or restriction (including, without limitation, put and call

agreements and transfer restrictions, but not pledges) with respect to the Equity Interests of any

joint venture or similar arrangement created pursuant to the joint venture or similar agreements

with respect to such joint venture or similar arrangement;

(o)Liens created pursuant to and in accordance with any Permitted Receivables

Securitization Facility and Liens created in connection with Recourse Obligations for credit

enhancement or liquidity purposes, pursuant to any agreement pursuant to which the Borrower

and certain of its Subsidiaries agree to sell, assign, pledge and transfer to a credit insurance

provider or other similar entities certain Recourse Obligations; and

(p)other Liens on assets which secure obligations in an aggregate amount not

exceeding the excess of (x) the greater of (i) $450,000,000 and (ii) 20% of Consolidated Net

Worth over (y) the aggregate outstanding amount of Indebtedness then incurred in accordance

with Section 7.02(j) at any time outstanding.

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7.02.Indebtedness. The Borrower shall not, nor shall the Borrower permit any

Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

(b)Non-Priority Indebtedness of the Borrower;

(c)Non-Priority Indebtedness of Subsidiaries of the Borrower that are Subsidiary

Guarantors;

(d)Indebtedness outstanding on the date hereof, and any modifications, refinancings,

refundings, renewals, replacements, redemptions, repurchases, defeasances, exchanges or

extensions thereof; provided that the amount of such Indebtedness is not increased at the time of

such modification, refinancing, refunding, renewal replacement, redemption, repurchase,

defeasance, exchange or extension except by an amount equal to a reasonable premium or other

reasonable amount paid, and fees and expenses reasonably incurred, in connection with such

refinancing and by an amount equal to any existing commitments unutilized thereunder;

provided further that the direct or contingent obligor with respect to such Indebtedness is not

changed (each such refinancing, refunding, renewal or extension, a “Permitted Refinancing”);

(e)Indebtedness of the Borrower or any Subsidiary to the Borrower or any

Subsidiary;

(f)guarantees by the Borrower or any Subsidiary in respect of Indebtedness

otherwise permitted hereunder of any Subsidiary, other than guarantees by a Domestic

Subsidiary in respect of Indebtedness of a Foreign Subsidiary;

(g)Indebtedness incurred to finance the acquisition, construction or improvement of

any fixed or capital assets, including under Capitalized Leases and Synthetic Leases, and any

Indebtedness assumed in connection with the acquisition of any assets or secured by a Lien on

such assets prior to the acquisition thereof, and extensions, renewals and replacements of any

such Indebtedness that do not increase the outstanding principal amount thereof, provided that

the aggregate outstanding principal amount of Indebtedness permitted by this clause (g) shall not

at any one time exceed $100,000,000 (but, if recourse to such Person is limited to such property,

then the amount of such Indebtedness of such Person shall be deemed to be limited to the lesser

of (i) the outstanding amount of such secured Indebtedness, and (ii) the fair market value of the

property subject to such Lien);

(h)Indebtedness of any Person that becomes a Subsidiary or that is merged with or

into the Borrower or a Subsidiary after the date hereof or related to assets or properties described

in Section 7.01(j); provided that such Indebtedness exists (i) at the time such Person becomes a

Subsidiary and is not created in contemplation of or in connection with such Person becoming a

Subsidiary, or (ii) at the time the property or asset is acquired, as applicable, and is not created in

contemplation of or in connection with such acquisition;

(i)Indebtedness in connection with any Permitted Receivables Securitization Facility

and Indebtedness created in connection with Recourse Obligations for credit enhancement or

liquidity purposes, pursuant to any agreement pursuant to which the Borrower and certain of its

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Subsidiaries agree to sell, assign, pledge and transfer to a credit insurance provider or other

similar entities certain Recourse Obligations;

(j)other Indebtedness of the Borrower or its Subsidiaries in an aggregate principal

amount not exceeding the excess of (x) the greater of (i) $450,000,000 and (ii) 20% of

Consolidated Net Worth over (y) the aggregate outstanding amount of obligations secured by

Liens incurred in accordance with Section 7.01(p) at any time outstanding.

7.03.Fundamental Changes. The Borrower shall not, nor shall the Borrower permit

any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose

of (whether directly or indirectly or in one transaction or in a series of transactions) all or

substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any

Person, except that:

(a)so long as no Default exists or would result therefrom, the Borrower may merge

or consolidate with any other Person provided that the Borrower shall be the continuing or

surviving Person;

(b)any Subsidiary may merge, dissolve, liquidate, or consolidate with or into (i) the

Borrower, provided that the Borrower shall be the continuing or surviving Person, (ii) any one or

more other Subsidiaries provided that when any Subsidiary Guarantor is merging with another

Subsidiary, a Subsidiary Guarantor shall be the continuing or surviving Person or (iii) any other

Person in connection with any Disposition not otherwise prohibited by this Section 7.03;

(c)any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary

liquidation, dissolution or otherwise) to the Borrower, to another Subsidiary or, so long as no

Event of Default exists or would result therefrom, to any other Person; provided that, in the case

of any such Disposition to another Subsidiary, if the transferor in such transaction was a

Subsidiary Guarantor, then the transferee must either (i) be a Person organized or existing under

the law of the United States, any state thereof, the District of Columbia, or any territory thereof

and simultaneously with such transaction become (by executing and delivering to the

Administrative Agent a Subsidiary Guaranty or Subsidiary Guaranty Supplement) a Subsidiary

Guarantor, or (ii) be the Borrower;

provided that, for the avoidance of doubt, if the Disposition of all or substantially all of the assets

of one or more Subsidiaries would constitute a Disposition of all or substantially all of the assets

of the Borrower and its Subsidiaries (taken as a whole), then such Disposition is deemed to be a

Disposition of all or substantially all of the assets of the Borrower and shall not be permitted

pursuant to this Section 7.03.

7.04.[Reserved].

7.05.Financial Covenants.

(a)Consolidated Interest Coverage Ratio.  Commencing with the first fiscal quarter

ending after the Effective Date (i.e., September 30, 2024), the Borrower shall not permit the

Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be

less than 2.75:1.00.

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(b)Consolidated Total Leverage Ratio. Commencing with the first fiscal quarter

ending after the Effective Date (i.e., September 30, 2024), the Borrower shall not permit the

Consolidated Total Leverage Ratio as of the last day of each fiscal quarter ended on each date set

forth in the table below to exceed the applicable ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
March 31, June 30 and December 31 of each year	3.75:1.00
September 30 of each year	4.00:1.00

; provided that, in each case, (i) for any Measurement Period including a fiscal quarter of

the Borrower in which a Material Acquisition is consummated, such ratio shall be

calculated giving pro forma effect to such Material Acquisition, and (ii) following notice

from the Borrower to the Administrative Agent of the consummation of a Material

Acquisition, then, notwithstanding the table above, (A) the Borrower instead shall not

permit the Consolidated Total Leverage Ratio as of the last day of (x) the fiscal quarter

during which such Material Acquisition is consummated and (y) each of the four

consecutive fiscal quarters ended immediately thereafter, in each case, to exceed

4.25:1.00, and (B) following the five consecutive fiscal quarter period set forth in the

foregoing clause (A), the Borrower shall not permit the Consolidated Total Leverage

Ratio to exceed the applicable ratio set forth in the table above for not fewer than four

fiscal quarters before a subsequent notice of consummation of a Material Acquisition is

delivered to the Administrative Agent pursuant to this Section 7.05(b).

7.06.Sanctions. The Loan Parties shall not directly or, to the knowledge of the

Borrower, 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 Person, (a) to fund

any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time

of such funding, is the target of Sanctions unless authorized by OFAC or the U.S. Department of

State or otherwise consistent with applicable Law for a Person required to comply with

Sanctions, or (b) if such use of proceeds or funding will result in a violation by any Person

participating in the transaction, whether as Lender, Lead Arranger, Administrative Agent, L/C

Issuer, Swing Line Lender, or otherwise, of Sanctions.

7.07.Anti-Corruption Laws.  The Loan Parties shall not directly or, to the knowledge

of the Borrower, 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,

or other similar anti-corruption legislation in another jurisdiction in which the Borrower conducts

business.

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01.Events of Default. Any of the following shall constitute an event of default

(each, an “Event of Default”):

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(a)Non-Payment.  The Borrower or any other Loan Party fails to pay (i) when and as

required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii)

within five Business Days after the same becomes due, any interest on any Loan or on any L/C

Obligation, or any fee due hereunder, or (iii) within 30 days after the date for payment specified

on the invoice therefor, any other amount payable hereunder or under any other Loan Document;

or

(b)Specific Covenants.  The Borrower fails to perform or observe any term, covenant

or agreement contained in any of Sections 6.05 (with respect to the Borrower) or 6.11 or Article

VII; or

(c)Other Defaults.  (i) Any Loan Party fails to perform or observe any other covenant

or agreement in Sections 6.01, 6.02, or 6.03 on its part to be performed or observed, and such

failure continues for 15 days or (ii) any Loan Party fails to perform or observe any other

covenant or agreement (not specified in subsection (a) or (b) of this Section 8.01 above or clause

(i) of this Section 8.01(c)) contained in any Loan Document on its part to be performed or

observed and such failure continues for 30 days after the earlier to occur of (A) receipt of notice

from the Administrative Agent or any Lender of such Default and (B) any Responsible Officer of

such Loan Party or of the Borrower becoming aware of such failure; or

(d)Representations and Warranties.  Any representation or warranty made or deemed

made by the Borrower or any other Loan Party herein, or in any other Loan Document, or in any

certificate or document required to be furnished pursuant to any Loan Document shall be

materially incorrect when made or deemed made; or

(e)Cross-Default.  The Borrower or any Subsidiary (A) fails to make any payment

when due, after giving effect to any applicable grace period (whether by scheduled maturity,

required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness for

borrowed money or credit received or in respect of any Capitalized Leases or in respect of any

guaranties by the Borrower or any Subsidiary of any such Indebtedness of another Person (other

than Indebtedness hereunder) having an aggregate principal amount of more than the Threshold

Amount, or (B) defaults (after giving effect to any applicable grace period, and unless waived)

with respect to any other agreement relating to any such Indebtedness having an aggregate

principal amount of more than the Threshold Amount, the effect of which default 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 become

due prior to its stated maturity; or

(f)Insolvency Proceedings, Etc.  Any Loan Party or any of its Significant

Subsidiaries institutes or consents to the institution of any proceeding under any applicable

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 consents to the entry of an

order for relief in an involuntary case under applicable Debtor Relief Laws; or any receiver,

trustee, custodian, conservator, liquidator, rehabilitator or similar custodian is appointed without

the application or consent of such Person and the appointment continues undischarged or

unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any

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such Person or to all or any material part of its property is instituted without the consent of such

Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is

entered in any such proceeding which order is not stayed; or

(g)Inability to Pay Debts.  The Borrower or any Significant Subsidiary admits in

writing its inability, or fails generally to pay its debts as they become due; or

(h)Judgments.  There is entered against the Borrower or any Significant Subsidiary

(i) one or more final judgments or orders for the payment of money in an aggregate amount (as

to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by

insurance as to which the insurer does not dispute coverage) and there is a period of 60

consecutive days during which such judgment(s) remain undischarged, unvacated, unbonded or

unstayed; or

(i)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or

Multiemployer Plan that has resulted or could reasonably be expected to result in a Material

Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the

expiration of any applicable grace period and any extension of time for payment in connection

with a dispute under Title IV of ERISA, any installment payment with respect to its withdrawal

liability under Section 4201 of ERISA under a Multiemployer Plan with respect to which it has

withdrawal liability that has resulted, or could reasonably be expected to result, in a Material

Adverse Effect; or (iii) a Foreign Benefit Plan Event occurs that has resulted, or could reasonably

be expected to result, individually or together with any other Foreign Benefit Plan Event, in a

Material Adverse Effect;

(j)Invalidity of 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 satisfaction in full of all the Credit Extensions and all other

Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the

validity or enforceability of any Loan Document; or any Loan Party denies in writing that it has

any or further liability or obligation under any Loan Document, or revokes, terminates or

rescinds in writing any Loan Document, except in each case to the extent in accordance with the

terms of such Loan Document; or

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

8.02.Remedies Upon Event of Default. If any Event of Default occurs and is

continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the

Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of each

L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and

obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued

and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan

Document to be immediately due and payable, without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by the Borrower;

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(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount

equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself, the Lenders and each L/C Issuer all rights and

remedies available to it, the Lenders and each L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an order for relief with respect to the Borrower

or any Significant Subsidiary under the Bankruptcy Code of the United States pursuant to

Section 8.01(f), 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 and 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 Borrower 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 Sections 2.18(c) and (d) and 2.19(a)(ii), 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 payable under Section 10.04(a) 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 applicable L/C Issuer payable under Section 10.04(a) 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 and L/C Borrowings, ratably among the Lenders

and the L/C Issuers in proportion to the respective amounts described in this clause Third

payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the

Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the

respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the applicable L/C Issuer, to Cash

Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of

Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to

Sections 2.04 and 2.18; and

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Last, the balance, if any, after all of the Obligations then due and owing have been

indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.04(c) and 2.18(c) and (d), amounts used to Cash Collateralize the

aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to

satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as

Cash Collateral after all Letters of Credit have either been fully drawn or expired, such

remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX.

AGENT

9.01.Appointment and Authority. Each of the Lenders and L/C Issuers hereby

irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder

and under the other Loan Documents and authorizes the Administrative Agent to take such

actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by

the terms hereof or thereof, together with such actions and powers as are reasonably incidental

thereto.  Except with respect to Section 9.06 and Section 9.10, the provisions of this Article are

solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither

the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of

such provisions.  It is understood and agreed that the use of the term “agent” herein or in any

other Loan Documents (or any other similar term) with reference to the Administrative Agent is

not intended to connote any fiduciary or other implied (or express) obligations arising under

agency doctrine of any applicable Law.  Instead such term is used as a matter of market custom,

and is intended to create or reflect only an administrative relationship between contracting

parties.

9.02.Rights as a Lender.The Person serving as the Administrative Agent hereunder

shall have the same rights and powers in its capacity as a Lender as any other Lender and may

exercise the same as though it were not the Administrative Agent and the term “Lender” or

“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,

include the Person serving as the Administrative Agent hereunder in its individual capacity.

Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as

the financial advisor or in any other advisory capacity for and generally engage in any kind of

business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were

not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03.Exculpatory Provisions.  The Administrative Agent shall not have any duties or

obligations except those expressly set forth herein and in the other Loan Documents, and its

duties hereunder shall be administrative in nature.  Without limiting the generality of the

foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether

a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any

discretionary powers, except discretionary rights and powers expressly contemplated hereby or

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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;

(c)shall not have any duty or responsibility to disclose, and shall not be liable for the

failure to disclose, to any Lender or any L/C Issuer, any credit or other information concerning

the business, prospects, operations, property, financial and other condition or creditworthiness of

any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the

possession of, the Administrative Agent, Lead Arrangers or any of their Related Parties in any

capacity, except for notices, reports and other documents expressly required to be furnished to

the Lenders by the Administrative Agent herein;

(d)shall not be liable for any action taken or not taken by the Administrative Agent

under or in connection with this Agreement or any other Loan Document or the transactions

contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or

such other number or percentage of the Lenders as shall be necessary, or as the Administrative

Agent shall believe in good faith shall be necessary, under the circumstances as provided in

Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct

as determined by a court of competent jurisdiction by final and non-appealable judgment.  The

Administrative Agent shall be deemed not to have knowledge of any Default unless and until

notice describing such Default is given in writing to the Administrative Agent by the Borrower, a

Lender or an L/C Issuer; and

(e)shall not be responsible for or have any duty or obligation to any Lender or

participant or any other Person to ascertain or inquire into (i) any statement, warranty or

representation made in or in connection with this Agreement or any other Loan Document, (ii)

the contents of any certificate, report or other document delivered hereunder or thereunder or in

connection herewith or therewith, (iii) the performance or observance of any of the covenants,

agreements or other terms or conditions set forth herein or therein or the occurrence of any

Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any

other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of

any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items

expressly required to be delivered to the Administrative Agent.

9.04.Reliance by Administrative Agent.The Administrative Agent shall be entitled

to rely upon, and, absent gross negligence or willful misconduct, shall not incur any liability for

relying upon, any notice, request, certificate, consent, statement, instrument, document or other

writing (including any electronic message, Internet or intranet website posting or other

distribution) reasonably believed by it to be genuine and correct 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 reasonably believed by it to have been made by

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the proper Person, and, absent gross negligence or willful misconduct, 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 an L/C Issuer unless the

Administrative Agent shall have received notice to the contrary from such Lender or such L/C

Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  The

Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),

independent accountants and other experts selected by it with reasonable care, and, absent gross

negligence and willful misconduct, 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.

9.05.Delegation of Duties. The Administrative Agent may perform any and all of its

duties and exercise its rights and powers hereunder or under any other Loan Document by or

through any one or more sub-agents appointed by the Administrative Agent.  The Administrative

Agent and any such sub-agent may perform any and all of its duties and exercise its rights and

powers by or through their respective Related Parties.  The exculpatory provisions of this Article

shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any

such sub-agent, and shall apply to their respective activities in connection with the syndication of

the credit facilities provided for herein as well as activities as Administrative Agent.  The

Administrative Agent shall not be responsible for the negligence or misconduct of any sub-

agents except to the extent that a court of competent jurisdiction determines in a final and non-

appealable judgment that the Administrative Agent acted with gross negligence or willful

misconduct in the selection of such sub-agents.

9.06.Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the

Lenders, the L/C Issuers and the Borrower.  Upon receipt of any such notice of resignation, the

Required Lenders shall have the right, with the consent of the Borrower unless an Event of

Default is continuing (such consent not to be unreasonably withheld or delayed), to appoint a

successor, which shall be a bank with an office in the United States, or an Affiliate of any such

bank with an office in the United States.  If no such successor shall have been so appointed by

the Required Lenders and shall have accepted such appointment within 30 days after the retiring

Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the

Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent

may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, with the consent

of the Borrower unless an Event of Default is continuing (such consent not to be unreasonably

withheld or delayed), appoint a successor Administrative Agent meeting the qualifications set

forth above.  Whether or not a successor has been appointed, such resignation shall become

effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to

clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by

applicable law, by notice in writing to the Borrower and such Person remove such Person as

Administrative Agent and, with the consent of the Borrower unless an Event of Default is

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continuing (such consent not to be unreasonably withheld or delayed), appoint a successor.  If no

such successor shall have been so appointed by the Required Lenders and shall have accepted

such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders)

(the “Removal Effective Date”), then such removal shall nonetheless become effective in

accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date

(as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its

duties and obligations hereunder and under the other Loan Documents and (2) except for any

indemnity payments or other amounts then owed to the retiring or removed Administrative

Agent, all payments, communications and determinations provided to be made by, to or through

the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer

directly, until such time, if any, as the Required Lenders appoint a successor Administrative

Agent as provided for above.  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 Borrower to a successor Administrative Agent shall be the same as those

payable to its predecessor unless otherwise agreed between the Borrower and such successor.

After the retiring or removed Administrative Agent’s resignation or removal hereunder and

under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue

in effect for the benefit of 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 (i) while the retiring or removed Administrative Agent was acting as Administrative Agent

and (ii) 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.

Notwithstanding the foregoing, the retiring or removed Administrative Agent shall continue to

hold any Cash Collateral held by it on behalf of the Lenders or the L/C Issuers under any of the

Loan Documents until such time as a successor Administrative Agent is appointed.

(d)Any resignation by Bank of America as Administrative Agent pursuant to this

Section shall also constitute its resignation as an L/C Issuer and the Swing Line Lender.  If Bank

of America 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 outstanding as of the effective date

of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the

right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed

Amounts pursuant to Section 2.04(c).  If Bank of America resigns as the Swing Line Lender, it

shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing

Line Loans made by it and outstanding as of the effective date of such resignation, including the

right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding

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Swing Line Loans pursuant to Section 2.05(c).  Upon the appointment by the Borrower of a

successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a

Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested

with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line

Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged

from all of their respective duties and obligations hereunder or under the other Loan Documents,

and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of

Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory

to Bank of America to effectively assume the obligations of Bank of America with respect to

such Letters of Credit.

9.07.Non-Reliance on Administrative Agent, the Lead Arrangers and Other

Lenders.Each Lender and each L/C Issuer expressly acknowledges that none of the

Administrative Agent nor any Lead Arranger has made any representation or warranty to it, and

that no act by the Administrative Agent or any Lead Arranger hereafter taken, including any

consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any

Affiliate thereof, shall be deemed to constitute any representation or warranty by the

Administrative Agent or such Lead Arranger to any Lender or each L/C Issuer as to any matter,

including whether the Administrative Agent or such Lead Arranger have disclosed material

information in their (or their Related Parties’) possession.  Each Lender and each L/C Issuer

represents to the Administrative Agent and the Lead Arrangers that it has, independently and

without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of

their Related Parties and based on such documents and information as it has deemed appropriate,

made its own credit analysis of, appraisal of, and investigation into, the business, prospects,

operations, property, financial and other condition and creditworthiness of the Loan Parties and

their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions

contemplated hereby, and made its own decision to enter into this Agreement and to extend

credit to the Borrower hereunder.  Each Lender and each L/C Issuer also acknowledges that it

will, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any

other Lender or any of their Related Parties and based on such documents and information as it

shall from time to time deem appropriate, continue to make its own credit analysis, appraisals

and decisions in taking or not taking action under or based upon this Agreement, any other Loan

Document or any related agreement or any document furnished hereunder or thereunder, and to

make such investigations as it deems necessary to inform itself as to the business, prospects,

operations, property, financial and other condition and creditworthiness of the Loan Parties.

Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth

the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding

commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C

Issuer for the purpose of making, acquiring or holding commercial loans and providing other

facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the

purpose of purchasing, acquiring or holding any other type of financial instrument, and each

Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing.  Each

Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to

decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth

herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person

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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 Joint Lead Arrangers, Bookrunners or Co-Syndication Agents listed on the cover page hereof

shall have any powers, duties or responsibilities under this Agreement or any of the other Loan

Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C

Issuer hereunder.

9.09.Administrative Agent May File Proofs of Claim. In case of the pendency of

any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any

Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C

Obligation shall then be due and payable as herein expressed or by declaration or otherwise and

irrespective of whether the Administrative Agent shall have made any demand on the 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 Sections 2.04(i) and (j), 2.10

and 10.04) 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 as provided herein, and any

other amounts due the Administrative Agent under Sections 2.10 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or

consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of

reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of

any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the

claim of any Lender or any L/C Issuer in any such proceeding.

9.10.Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the

Administrative Agent to take any action permitted by this Section 9.10 and further agree that:

(a)any Subsidiary Guarantor shall be automatically released from its obligations

under any Subsidiary Guaranty (and shall no longer constitute a Guarantor under the Loan

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Documents), if such Person ceases to be a Subsidiary as a result of a transaction permitted

hereunder; and

(b)any Subsidiary Guarantor shall be automatically released from its obligations

under any Subsidiary Guaranty (and thereafter, subject to Section 6.12(a), shall no longer

constitute a Guarantor under the Loan Documents), on the first day on which (i) such Subsidiary

Guarantor no longer Guarantees any Significant Guaranteed Indebtedness (or such Subsidiary

Guarantor would be released from its Guarantee of such Significant Guaranteed Indebtedness

substantially concurrently with such Subsidiary not being a Subsidiary Guarantor hereunder),

and (ii) the Borrower provides a certificate to the Administrative Agent certifying that the

conditions in the foregoing clause (i) have been satisfied.

Upon request by the Administrative Agent at any time, the Required Lenders will

confirm in writing the Administrative Agent’s authority provided for pursuant to this Section

9.10.

In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s

expense, execute and file in the appropriate location and deliver to the applicable Loan Party

such documents as such Loan Party may reasonably request to evidence the release of such

Guarantor from its obligations under any Guaranty, in each case in accordance with the terms of

the Loan Documents and this Section 9.10.

9.11.Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a

Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party

hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the

Administrative Agent and the Lead Arrangers and their respective Affiliates, and not, for the

avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least

one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section

3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s

entrance into, participation in, administration of and performance of the Loans, the

Letters of Credit or the Commitments,

(ii)the prohibited 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 subsections (b) through (g) of Part I of

PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the

Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in

writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a)

is true with respect to a Lender or (2) a Lender has provided another representation, warranty and

covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such

Lender further (x) represents and warrants, as of the date such Person became a Lender party

hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date

such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and

the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for

the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or

any Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of

such Lender involved in the Loans, the Letters of Credit, the Commitments and this Agreement

(including in connection with the reservation or exercise of any rights by the Administrative

Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

9.12.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 Recipient Party, whether or not in respect of an Obligation due and owing by the

Borrower at such time, where such payment is a Rescindable Amount, then in any such event,

each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the

Administrative Agent forthwith on demand the Rescindable Amount received by such Lender

Recipient Party in Same Day Funds in the currency so received, with interest thereon, for each

day from and including the date such Rescindable Amount is received by it to but excluding the

date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate

determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation.  Each Lender Recipient Party irrevocably waives any and all defenses, including

any “discharge for value” (under which a creditor might otherwise claim a right to retain funds

mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its

obligation to return any Rescindable Amount.  The Administrative Agent shall inform each

Lender Recipient Party promptly upon determining that any payment made to such Lender

Recipient Party comprised, in whole or in part, a Rescindable Amount.

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ARTICLE X.

MISCELLANEOUS

10.01.Amendments, Etc.  Subject to Section 3.03(b), no amendment or waiver of any

provision of this Agreement or any other Loan Document, and no consent to any departure by the

Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the

Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each

such waiver or consent shall be effective only in the specific instance and for the specific

purpose for which given; provided, however, that no such amendment, waiver or consent shall:

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

each Lender;

(b)extend or increase the Commitment of any Lender (or reinstate any Commitment

terminated pursuant to Section 8.02) without the written consent of such Lender;

(c)postpone any date fixed by this Agreement or any other Loan Document for any

payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to

the Lenders (or any of them) hereunder or under any other Loan Document without the written

consent of each Lender directly affected thereby;

(d)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C

Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document

without the written consent of each Lender directly affected thereby; provided, however, that

only the consent of the Required Lenders shall be necessary to amend the definition of “Default

Rate” or to waive any obligation of the Borrower or any other Person to pay interest or Letter of

Credit Fees at the Default Rate;

(e)change Section 2.14 or Section 8.03 in a manner that would alter the pro rata

sharing of payments required thereby without the written consent of each Lender directly

affected thereby;

(f)amend the definition of “Alternative Currency” to add additional currencies

without the written consent of each Lender directly affected thereby;

(g)change any provision of this Section or the definition of “Required Lenders”

without the written consent of each Lender; or

(h)release all of the Subsidiary Guarantors from their Subsidiary Guaranty or release

all or substantially all of the value of the Subsidiary Guaranties, in each case, without the written

consent of each Lender (except as set forth in Section 9.10);

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and

signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of

the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit

issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and

signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or

duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent

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shall, unless in writing and signed by the Administrative Agent in addition to the Lenders

required above, affect the rights or duties of the Administrative Agent under this Agreement or

any other Loan Document; and (iv) Section 10.06(g) may not be amended, waived or otherwise

modified without the consent of each Granting Lender all or any part of whose Loans are being

funded by an SPC at the time of such amendment, waiver or other modification.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to

approve or disapprove any amendment, waiver or consent hereunder or under any other Loan

Document (and any amendment, waiver or consent which by its terms requires the consent of all

Lenders or each affected Lender may be effected with the consent of the applicable Lenders

other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may

not be increased or extended without the consent of such Lender and (y) any waiver, amendment,

or modification requiring the consent of all Lenders or each affected Lender, only if by its terms

it affects any Defaulting Lender disproportionately adversely relative to other affected Lenders,

shall require the consent of the Defaulting Lender.

Notwithstanding anything to the contrary herein, this Agreement may be amended and

restated without the consent of any Lender (but with the consent of the Loan Parties and the

Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender

shall no longer be a party to this Agreement (as so amended and restated), the Commitments of

such Lender shall have terminated, such Lender shall have no other commitment or other

obligation hereunder and shall have been paid in full all principal, interest and other amounts

owing to it or accrued for its account under this Agreement.

Notwithstanding any provision herein to the contrary, if the Administrative Agent and the

Borrower acting together identify any ambiguity, omission, mistake, typographical error or other

defect in any provision of this Agreement or any other Loan Document (including the schedules

and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to

amend, modify or supplement such provision to cure such ambiguity, omission, mistake,

typographical error or other defect, and such amendment shall become effective without any

further action or consent of any other party to this Agreement.

10.02.Notices; Effectiveness; Electronic Communication.

(a)Notices Generally.  Except in the case of notices and other communications

expressly permitted to be given by telephone (and except as provided in subsection (b) below),

all notices and other communications provided for herein shall be in writing and shall be

delivered by hand or overnight courier service, mailed by certified or registered mail or sent by

facsimile as follows, and all notices and other communications expressly permitted hereunder to

be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower, the Administrative Agent, any 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 10.02; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail

address or telephone number specified in its Administrative Questionnaire as provided to

the Administrative Agent and the Borrower (including, as appropriate, notices delivered

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solely to the Person designated by a Lender on its Administrative Questionnaire then in

effect for the delivery of notices that may contain material non-public information

relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed

by certified or registered mail, shall be deemed to have been given when received; notices and

other communications sent by 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

subsection (b) below, shall be effective as provided in such subsection (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,

any L/C Issuer and the Borrower may, in its discretion, agree to accept notices and other

communications to it hereunder by electronic communications pursuant to procedures approved

by it, provided that approval of such procedures may be limited to particular notices or

communications.

Unless the Administrative Agent and the Borrower otherwise agree, (i) notices and other

communications sent to an e-mail address shall be deemed received upon the sender’s receipt of

an acknowledgement from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgement), and (ii) notices or

communications posted to an Internet or intranet website shall be deemed received upon the

deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause

(i) of notification that such notice or communication is available and identifying the website

address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other

communication is not sent during the normal business hours of the recipient, such notice, email

or communication shall be deemed to have been sent at the opening of business on the next

business day for the recipient.

(c)The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS

AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE

ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE

ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR

ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY

OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-

INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR

OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH

THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative

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Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the

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 Borrower’s,

any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices

through the Platform, any other electronic platform or electronic messaging service, or the

Internet.

(d)Change of Address, Etc.  Each of the Borrower, the Administrative Agent, the L/

C Issuers 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 Borrower, the Administrative Agent, the L/C Issuers

and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent

from time to time to ensure that the Administrative Agent has on record (i) an effective address,

contact name, telephone number, 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 Borrower or

its 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 or electronic Committed Loan Notices, Letter of Credit Applications and

Swing Line Loan Notices) purportedly given by or on behalf of the 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 Borrower shall indemnify the

Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from

all losses, costs, expenses and liabilities resulting from the reliance by such Person on each

notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or

willful misconduct.  All telephonic notices to and other telephonic communications with the

Administrative Agent may be recorded by the Administrative Agent, and each of the parties

hereto hereby consents to such recording.

10.03.No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender,

any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in

exercising, any right, remedy, power or privilege hereunder or under any other Loan Document

shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,

power or privilege hereunder or under any other Loan Document preclude any other or further

exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights,

remedies, powers and privileges herein provided, and provided under each other Loan

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Document, are cumulative and not exclusive of any rights, remedies, powers and privileges

provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the

authority to enforce rights and remedies hereunder and under the other Loan Documents against

the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at

law in connection with such enforcement shall be instituted and maintained exclusively by, the

Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the

L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative

Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in

its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/

C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its

benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder

and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance

with Section 10.08 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of

claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding

relative to any Loan Party under any Debtor Relief Law; and provided further, that if at any time

there is no Person acting as Administrative Agent hereunder and under the other Loan

Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the

Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in

clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, 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.

10.04.Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  Other than with respect to Taxes, which shall (except to the

extent they arise from a non-Tax claim hereunder) be governed solely by Section 3.01, the

Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses

incurred by the Administrative Agent (including the reasonable and documented fees, charges

and disbursements of a single domestic firm and, if reasonably necessary, a single firm of local

counsel in each relevant jurisdiction, for the Administrative Agent), in connection with the

syndication of the credit facilities provided for herein, the preparation, negotiation, execution,

delivery and administration of this Agreement and the other Loan Documents or any

amendments, modifications or waivers of the provisions hereof or thereof (whether or not the

transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket

expenses incurred by the Administrative Agent, the Lenders or any L/C Issuer (including the

reasonable and documented fees, charges and disbursements of counsel for the Administrative

Agent, the Lenders and any L/C Issuer), in connection with the enforcement or protection of its

rights (A) in connection with this Agreement and the other Loan Documents, including its rights

under this Section, or (B) in connection with the Loans made or Letters of Credit issued

hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring

or negotiations in respect of such Loans or Letters of Credit.

(b)Indemnification by the Borrower.  Other than with respect to Taxes, which shall

be governed solely by Section 3.01, the Borrower shall indemnify the Administrative Agent (and

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any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the

foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each

Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses

(including the reasonable and documented fees, charges and disbursements of (A) a single

domestic firm and, if reasonably necessary, a single firm of local counsel in each relevant

jurisdiction, for the Indemnitees, unless an actual or potential conflict of interest exists, in which

case, reasonable and documented fees and expenses of reasonably necessary additional counsel

for the affected Indemnitee(s) shall be covered), incurred by any Indemnitee or asserted against

any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in

connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan

Document or any agreement or instrument contemplated hereby or thereby, the performance by

the parties hereto of their respective obligations hereunder or thereunder, 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, (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, leased or operated by the

Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the

Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,

investigation or proceeding relating to any of the foregoing, whether based on contract, tort or

any other theory, whether brought by a third party or by the Borrower or any other Loan Party,

and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall

not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities

or related expenses (x) are determined by a court of competent jurisdiction by final and non-

appealable judgment (or a settlement that expressly addresses indemnification) to have resulted

from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim

brought by the Borrower or any other Loan Party against an Indemnitee for material breach of

such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or

such other Loan Party has obtained a final and non-appealable judgment in its favor on such

claim as determined by a court of competent jurisdiction (or a settlement that expressly addresses

indemnification) or (z) any dispute solely among Indemnitees not arising from any act or

omission by the Loan Parties (except any such claims against an Indemnitee in its capacity or as

a result of fulfilling its role as an agent, bookrunner, arranger or any other similar role

hereunder).

(c)Reimbursement by Lenders.  To the extent that the Borrower for any reason fails

to pay any amount required under subsection (a) or (b) of this Section to be paid by it to the

Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any

Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative

Agent (or any such sub-agent), such L/C Issuer, the Swing Line Lender or such Related Party, as

the case may be, such Lender’s pro rata share (determined as of the time that the applicable

unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total

Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in

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respect of a claim asserted by such Lender), such payment to be made severally among them

based on each Lender’s Applicable Percentage (determined as of the time that the applicable

unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense

or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred

by or asserted against the Administrative Agent (or any such sub-agent), 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 subsection

(c) are subject to the provisions of Section 2.13(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 other party, 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, nothing in this Section 10.04(d) shall relieve the Borrower of any obligation it

may have to indemnify an Indemnitee against any special, indirect, consequential or punitive

damages asserted against such Indemnitee by a third party.  No Indemnitee referred to in

subsection (b) above shall be liable for any damages arising from the use by unintended

recipients of any information or other materials distributed to such unintended recipients by such

Indemnitee through a Platform in connection with this Agreement or the other Loan Documents

or the transactions contemplated hereby or thereby other than for direct or actual damages

resulting from the gross negligence or willful misconduct of such Indemnitee or any of its

Related Persons as determined by a final and non-appealable judgment of a court of competent

jurisdiction (or a settlement that expressly addresses indemnification).

(e)Payments.  All amounts due under this Section shall be payable not later than ten

Business Days after submission of an invoice therefor.

(f)Survival.  The agreements in this Section and the indemnity provisions of Section

10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuers and the Swing

Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and

the repayment, satisfaction or discharge of all the other Obligations.

10.05.Payments Set Aside.To the extent that any payment by or on behalf of the

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, 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

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L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share

(without duplication) of any amount so recovered from or repaid by the Administrative Agent,

plus interest thereon from the date of such demand to the date such payment is made at a rate per

annum equal to the applicable Overnight Rate from time to time in effect, in the applicable

currency of such recovery or payment.  The obligations of the Lenders and the L/C Issuers under

clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the

termination of this Agreement.

10.06.Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and

assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign

or otherwise transfer any of its rights or obligations hereunder without the prior written consent

of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer

any of its rights or obligations hereunder except (i) to an Eligible 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, (iii) by way of pledge or assignment of a security

interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in

accordance with the provisions of subsection (h) 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.

(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 and the

other Loan Documents (including all or a portion of its Commitment and the Loans (including

for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at

the time owing to it); provided that any such assignment shall be subject to the following

conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the

assigning Lender’s Commitment and the Loans at the time owing to it or in the

case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,

no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section,

the aggregate amount of the Commitment (which for this purpose includes Loans

outstanding thereunder) or, if the Commitment is not then in effect, the principal

outstanding balance of the Loans of the assigning Lender subject to each such

assignment, determined as of the date the Assignment and Assumption with

respect to such assignment is delivered to the Administrative Agent or, if “Trade

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Date” is specified in the Assignment and Assumption, as of the Trade Date, shall

not be less than $5,000,000 unless each of the Administrative Agent and, so long

as no Event of Default has occurred and is continuing, the Borrower otherwise

consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts.  Each partial assignment shall be made as an

assignment of a proportionate part of all the assigning Lender’s rights and obligations

under this Agreement and the other Loan Documents with respect to the Loans 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 Borrower (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 Borrower

shall be deemed to have consented to any such assignment unless it shall object

thereto by written notice to the Administrative Agent within ten (10) Business

Days after having received written notice thereof;

(B)the consent of the Administrative Agent (such consent not to be

unreasonably withheld or delayed) shall be required if such assignment is to a

Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with

respect to such Lender; and

(C)the consent of each L/C Issuer and the Swing Line Lender (in each

case, such consent not to be unreasonably withheld or delayed) shall be required

for any assignment.

(iv)Assignment and Assumption.  The parties to each assignment shall

execute and deliver to the Administrative Agent an Assignment and Assumption, together

with a processing and recordation fee in the amount of $3,500; provided, however, that

the Administrative Agent may, in its sole discretion, elect to waive such processing and

recordation fee in the case of any assignment.  The Eligible Assignee, if it is not a

Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (and

the Administrative Agent shall promptly deliver a copy thereof to the Borrower).

(v)No Assignment to Certain Persons.  No such assignment shall be made

(A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any

Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender

hereunder, would constitute any of the foregoing Persons described in this clause (B), or

(C) to a Competitor or 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).

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(vi)Notes.  The assigning Lender shall deliver all Notes evidencing the

assigned interests to the Borrower or the Administrative Agent (and the Administrative

Agent shall deliver such Notes to the Borrower).

(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 Eligible Assignee of participations or

subparticipations, or other compensating actions, including funding, with the consent of

the Borrower and the Administrative Agent, the applicable pro rata share of Loans

previously requested but not funded by the Defaulting Lender, to each of which the

applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in

full all payment liabilities then owed by such Defaulting Lender to the Administrative

Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y)

acquire (and fund as appropriate) its full pro rata share of all Loans and participations in

Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.

Notwithstanding the foregoing, in the event that any assignment of rights and obligations

of any Defaulting Lender hereunder shall become effective under applicable Law without

compliance with the provisions of this paragraph, then the assignee of such interest shall

be deemed to be a Defaulting Lender for all purposes of this Agreement until such

compliance occurs.

(viii)Costs and Fees.  Any Affiliate or Approved Fund that is assigned any

portion of any Commitment or Loan hereunder will not charge the Borrower any fees or

costs in connection with any funding obligations, including the funding of Alternative

Currencies, that are higher than those charged by the assigning Lender.  Nothing in this

clause (viii) shall otherwise be deemed to alter or affect in any manner the Borrower’s

reimbursement obligations under Article II in respect of such assignee.

(ix)Alternative Currencies.  At all times prior to the occurrence of a Default or

Event of Default, any assignee hereunder shall certify upon acceptance of the assignment

that it will make available to the Borrower all Alternative Currencies specified in this

Agreement on the terms and conditions set forth herein.

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 Eligible 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 subject to the obligations under and entitled to

the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances

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occurring prior to the effective date of such assignment; provided, that except to the extent

otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s

having been a Defaulting Lender.  Upon request, the Borrower (at its expense) shall execute and

deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or

obligations under this Agreement that does not comply with this subsection shall be treated for

purposes of this Agreement as a sale by such Lender of a participation in such rights and

obligations in accordance with subsection (d) of this Section.

(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of

the Borrower (and such agency being solely for tax purposes), shall maintain at the

Administrative Agent’s Office in the United States a copy of each Assignment and Assumption

delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of

the names and addresses of the Lenders, and the Commitments of, and principal amounts (and

stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms

hereof from time to time (the “Register”).  Upon its receipt of a duly completed Assignment and

Assumption executed by an assigning Lender and an Eligible Assignee, the processing and

recordation fee referred to in subsection (b) of this Section 10.06 and any written consent to such

assignment required by subsection (b) of this Section 10.06, the Administrative Agent shall

accept such Assignment and Assumption and record the information contained therein in the

Register.  The entries in the Register shall be conclusive, absent demonstrable error, and the

Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is

recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of

this Agreement.  The Register shall be available for inspection by the Borrower and any Lender,

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,

the Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender, sell

participations to any Person (other than a natural Person, or a holding company, investment

vehicle or trust for, or owned and operated for the primary benefit of one or more natural

Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)

(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this

Agreement (including all or a portion of its Commitment and/or the Loans (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 Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue

to deal solely and directly with such Lender in connection with such Lender’s rights and

obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible

for the indemnity under Section 10.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide

that such Lender shall retain the sole right to enforce this Agreement and the other Loan

Documents and to approve any amendment, modification or waiver of any provision of this

Agreement or the other Loan Documents; provided that such agreement or instrument may

provide that such Lender will not, without the consent of the Participant, agree to any

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amendment, waiver or other modification described in clause (a), (b), (c) or (h) of the first

proviso to Section 10.01 that directly affects such Participant (it being understood that (i) any

vote to rescind any acceleration made pursuant to Section 8.02 of amounts owing with respect to

the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts,

timing or application of prepayments of Loans and other Obligations shall not require the

approval of such Participant).  Subject to subsection (e) of this Section, the Borrower agrees that

each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same

extent (subject to the requirements in those sections, including timely delivery of forms pursuant

to Section 3.01) as if it were a Lender of the relevant Loan and had acquired its interest by

assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees

to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under

subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under

Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired

the applicable participation would have been entitled to receive, except, subject to subsection (e)

of this Section, to the extent such entitlement to receive a greater payment results from a Change

in Law that occurs after the Participant acquired the applicable participation.  Each Lender that

sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to

cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any

Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits

of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject

to Section 2.14 as though it were a Lender.  Each Lender that sells a participation shall, acting

solely for this purpose as an agent of the Borrower, maintain a register on which it enters the

name and address of each Participant and the principal amounts (and stated interest) of each

Participant’s interest in the Loans or other obligations under 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) and proposed Section 1.163-5(b) of the United States

Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest

error, and such Lender shall treat each Person whose name is recorded in the Participant Register

as the owner of such participation for all purposes of this Agreement notwithstanding any notice

to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as

Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive

any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been

entitled to receive with respect to the participation sold to such Participant, unless the sale of the

participation to such Participant is made with the Borrower’s prior written consent.  A Participant

shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the

participation sold to such Participant and such Participant agrees, for the benefit of the Borrower,

to comply with Section 3.01(e) as though it were a Lender.

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(f)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.

(g)Special Purpose Funding Vehicles.  Subject to clause (vii) of subsection (b)

above, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle

identified as such in writing from time to time by the Granting Lender to the Administrative

Agent and the Borrower (an “SPC”) the option to provide all or any part of any Committed Loan

that such Granting Lender would otherwise be obligated to make pursuant to this Agreement;

provided that (i) nothing herein shall constitute a commitment by any SPC to fund any

Committed Loan, and (ii) such granting shall not relieve the Granting Lender of any of its

obligations under this Agreement, including, without limitation, its obligation to fund a Loan if,

for any reason, its SPC fails to fund any such Loan.  Each party hereto hereby agrees that (i)

neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs

or expenses or otherwise increase or change the obligations of the Borrower under this

Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any

indemnity or similar payment obligation under this Agreement for which a Lender would be

liable, provided, however, that the Granting Lender shall remain liable for such obligations, and

(iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver

or other modification of any provision of any Loan Document, remain the lender of record

hereunder.  The making of a Committed Loan by an SPC hereunder shall utilize the Commitment

of the Granting Lender to the same extent, and as if, such Committed Loan were made by such

Granting Lender.  In furtherance of the foregoing, each party hereto hereby agrees (which

agreement shall survive the termination of this Agreement) that, prior to the date that is one year

and one day after the payment in full of all outstanding commercial paper or other senior debt of

any SPC, it will not institute against, or join any other Person in instituting against, such SPC any

bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of

the United States or any State thereof, provided, however, that each Granting Lender hereby

agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or

expense arising out of its inability to institute such a proceeding against such SPC during such

period of forbearance.  Without limiting the indemnification obligations of any indemnifying

Lender pursuant to this subsection, in the event that the indemnifying Lender fails timely to

compensate any Loan Party for such claim, any Loans held by the relevant SPC shall, if

requested by the Borrower, be assigned promptly to the Granting Lender that administers the

SPC and the granting of rights pursuant to this subsection to such SPC shall be void.

Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but

without prior consent of the Borrower and the Administrative Agent and with the payment of a

processing fee in the amount of $3,500 (which processing fee may be waived by the

Administrative Agent in its sole discretion), assign all or any portion of its right to receive

payment with respect to any Committed Loan to the Granting Lender and (ii) disclose on a

confidential basis any non-public information relating to its funding of Committed Loans to any

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rating agency, commercial paper dealer or provider of any surety or guarantee or credit or

liquidity enhancement to such SPC.

(h)Resignation as L/C Issuer or Swing Line Lender after Assignment.  Subject to

clause (vii) of subsection (b) above, if at any time any L/C Issuer or the Swing Line Lender

assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or the

Swing Line Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C

Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender.  In the

event of any such resignation as L/C Issuer or the Swing Line Lender, the Borrower shall be

entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender

hereunder; provided, however, that no failure by the Borrower to appoint any such successor

shall affect the resignation of the applicable L/C Issuer or the Swing Line Lender as L/C Issuer

or Swing Line Lender, as the case may be.  If the applicable L/C Issuer resigns as a L/C Issuer, it

shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to

all its respective Letters of Credit outstanding as of the effective date of its resignation as L/C

Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to

make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts

pursuant to Section 2.04(e)).  If the applicable Swing Line Lender resigns as Swing Line Lender,

it shall retain all the rights and obligations of the Swing Line Lender provided for hereunder with

respect to Swing Line Loans made by it and outstanding as of the effective date of such

resignation, including the right to require the Lenders to make Base Rate Committed Loans or

fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 applicable Letters of Credit, if any, outstanding at the time

of such succession or make other arrangements reasonably satisfactory to the applicable retiring

L/C Issuer to effectively assume the obligations of the applicable retiring L/C Issuer with respect

to such Letters of Credit.

10.07.Treatment of Certain Information; Confidentiality.Each of the

Administrative Agent, the Lenders and the L/C Issuers agrees on behalf of itself and its Related

Parties to maintain the confidentiality of the Information (as defined below), except that

Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners,

directors, officers, employees, agents, trustees, advisors and representatives (it being understood

that the Persons to whom such disclosure is made will be informed of the confidential nature of

such Information and instructed to keep such Information confidential and that the

Administrative Agent, the relevant Lender or the relevant L/C Issuer, as the case may be, shall be

responsible to the Loan Parties and their Affiliates for any failure by any such Persons who are

controlled Affiliates of the Administrative Agent, the relevant Lender or the relevant L/C Issuer,

as the case may be, to maintain the confidentiality of the Information), (b) to the extent required

or requested by any regulatory authority purporting to have jurisdiction over such Person or its

Related Parties (including any self-regulatory authority, such as the National Association of

Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any

subpoena or similar legal process (provided that, in the case of this clause (c) or the foregoing

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clause (b), the Administrative Agent, such L/C Issuer or such Lender, as the case may be, shall

(x) disclose only the information required and (y) except with respect to any audit or examination

conducted by bank accountants or any governmental agency, securities or bank regulatory

authority exercising examination or regulatory authority and only to the extent permitted by

applicable law and regulation, notify the Borrower in writing of such disclosure and, to the extent

practicable and permitted by applicable law and regulation, send such written notice in advance

of such disclosure, so that the Borrower may seek a protective order or other appropriate

remedy), (d) to any other party hereto, (e) in connection with the exercise of any remedies

hereunder or under any other Loan Document or any action or proceeding relating to this

Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f)

subject to an agreement containing provisions substantially the same as those of this Section, (i)

to 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 be a Lender

pursuant to Section 2.16(a), (ii) any actual or prospective party (or its Related Parties) to any

swap, derivative or other transaction under which payments are to be made by reference to the

Borrower and its obligations, this Agreement or payments hereunder or (iii) any credit insurance

providers and brokers, (g) on a confidential basis to (i) any rating agency in connection with

rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (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 facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such

Information (x) becomes publicly available other than as a result of a breach of this Section, (y)

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 any Loan Party or any

of its Affiliates (and other than a source acting on its or their behalf), and not known by the

Administrative Agent, such Lender or such L/C Issuer to be in violation of confidentiality to any

such Loan Party or any of its Affiliates or (z) is independently discovered or developed by a

party hereto without utilizing any Information received from the Borrower or violating the terms

of this Section 10.07.  In addition, the Administrative Agent, the L/C Issuers 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, the L/C Issuers and the Lenders in connection with the administration of

this Agreement, the other Loan Documents, the Commitments and the Loans.

For purposes of this Section, “Information” means all information supplied by or on behalf of the

Borrower or any Subsidiary pursuant to this Agreement or any other Loan Document or in

anticipation or preparation herefor or therefor, or obtained by the Administrative Agent, and any

Lenders or any L/C Issuers in the course of any review of the books and records of any Loan

Party, 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 Borrower or any

Subsidiary, without a duty of confidentiality to any Loan Party or any of its Affiliates being

violated.

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the

Information may include material non-public information concerning the Borrower or a

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Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of

material non-public information and (c) it will handle such material non-public information in

accordance with applicable Law, including Federal and state securities Laws.

10.08.Right of Setoff. If an Event of Default shall have occurred and be continuing,

each Lender and each L/C Issuer 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 or L/C Issuer to or for the

credit or the account of the Borrower or any other Loan Party against any and all of the

obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement

or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates,

irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand

under this Agreement or any other Loan Document and although such obligations of the

Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or

Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding

such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting

Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over

immediately to the Administrative Agent for further application in accordance with the

provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting

Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,

the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the

Administrative Agent a statement describing in reasonable detail the Obligations owing to such

Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, each

L/C Issuer and their respective Affiliates under this Section are in addition to other rights and

remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective

Affiliates may have.  Each Lender and each L/C Issuer agrees to notify the Borrower and the

Administrative Agent promptly after any such setoff and application, provided that the failure to

give such notice shall not affect the validity of such setoff and application.

10.09.Interest Rate Limitation. Notwithstanding anything to the contrary contained in

any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not

exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum

Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that

exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or,

if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the

interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the

Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize

any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude

voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in

equal or unequal parts the total amount of interest throughout the contemplated term of the

Obligations hereunder.

10.10.Integration; Effectiveness.  This Agreement, the other Loan Documents 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

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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.

10.11.Survival of Representations and Warranties. All representations and

warranties made hereunder and in any other Loan Document or other document delivered

pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and

delivery hereof and thereof.  Such representations and warranties have been or will be relied

upon by the Administrative Agent and each Lender Party, regardless of any investigation made

by the Administrative Agent or any Lender Party or on their behalf and notwithstanding that the

Administrative Agent or any Lender Party may have had notice or knowledge of any Default at

the time of any Credit Extension, and, to the extent made, shall continue in full force and effect

as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any

Letter of Credit shall remain outstanding.

10.12.Severability. If any provision of this Agreement or the other Loan Documents is

held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the

remaining provisions of this Agreement and the other Loan Documents shall not be affected or

impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the

illegal, invalid or unenforceable provisions with valid provisions the economic effect of which

comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The

invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction.  Without limiting the foregoing provisions of this

Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement

relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good

faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then

such provisions shall be deemed to be in effect only to the extent not so limited.

10.13.Replacement of Lenders.If the Borrower is entitled to replace a Lender

pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-

Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such

Lender and the Administrative Agent, require such Lender to assign and delegate, without

recourse (in accordance with and subject to the restrictions contained in, and consents required

by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant

to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents

to an Eligible Assignee that shall assume such obligations (which assignee may be another

Lender, if a Lender accepts such assignment), provided that:

(a)the Borrower shall have paid to the Administrative Agent the assignment fee

specified in Section 10.06(b) (unless the Administrative Agent waives such fee);

(b)such Lender shall have received payment of an amount equal to 100% of the

outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and

all other amounts payable to it hereunder and under the other Loan Documents (including any

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amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and

accrued interest and fees) or the Borrower (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under

Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will

result in a reduction in such compensation or payments thereafter;

(d)such assignment does not conflict with applicable Law; 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 Borrower to

require such assignment and delegation cease to apply.

Each party hereto agrees that (a) an assignment required pursuant to this Section 10.13 may be

effected pursuant to an Assignment and Assumption executed by the Borrower, the

Administrative Agent and the assignee and (b) the Lender required to make such assignment

need not be a party thereto in order for such assignment to be effective and shall be deemed to

have consented to and be bound by the terms thereof; provided that, following the effectiveness

of any such assignment, the other parties to such assignment agree to execute and deliver such

documents necessary to evidence such assignment as reasonably requested by the applicable

Lender, provided further that any such documents shall be without recourse to or warranty by the

parties thereto.

Notwithstanding anything in this Section to the contrary, (i) 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 (ii) the Lender that acts as the Administrative

Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

10.14.Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT AND THE OTHER LOAN

DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION

(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH

THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY

SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF

THE STATE OF NEW YORK.

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(b)SUBMISSION TO JURISDICTION.  THE BORROWER AND EACH OTHER

LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL

NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR

DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN

TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER,

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, 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 BORROWER OR ANY OTHER LOAN PARTY OR ITS

PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  THE BORROWER AND EACH OTHER LOAN

PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW

OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF

THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN

INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR

PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY

CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN

SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY

PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY

APPLICABLE LAW.

10.15.Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

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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.

10.16.No Advisory or Fiduciary Responsibility.  In connection with all aspects of

each transaction contemplated hereby, the Borrower acknowledges and agrees, and

acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder

and any related arranging or other services in connection therewith (including in connection with

any amendment, waiver or other modification hereof or of any other Loan Document) are an

arm’s-length commercial transaction between the Borrower, each other Loan Party and their

respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, the L/

C Issuers and the Lenders, on the other hand, and the Borrower and each other Loan Party is

capable of evaluating and understanding and understand and accept the terms, risks and

conditions of the transactions contemplated hereby and by the other Loan Documents (including

any amendment, waiver or other modification hereof or thereof); (ii) in connection with the

process leading to such transaction, the Administrative Agent, each Lead Arranger, each L/C

Issuer and each Lender is and has been acting solely as a principal and is not the financial

advisor, agent or fiduciary, for the Borrower, any other Loan Party or any of their respective

Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the

Administrative Agent, nor any Lead Arranger nor any L/C Issuer nor any Lender has assumed or

will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other

Loan Party with respect to any of the transactions contemplated hereby or the process leading

thereto, including with respect to any amendment, waiver or other modification hereof or of any

other Loan Document (irrespective of whether the Administrative Agent, any Lead Arranger, any

L/C Issuer or any Lender has advised or is currently advising the Borrower or any of the Loan

Parties or their respective Affiliates on other matters) and neither the Administrative Agent, nor

any Lead Arranger nor any L/C Issuer nor any Lender has any obligation to the Borrower, any

other Loan Party or their respective Affiliates with respect to the transactions contemplated

hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv)

the Administrative Agent, the Lead Arrangers, the L/C Issuers, the Lenders and their respective

Affiliates may be engaged in a broad range of transactions that involve interests that differ from

those of the Borrower, any other Loan Party and their respective Affiliates, and neither the

Administrative Agent, nor any Lead Arranger nor any L/C Issuer nor any Lender has any

obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary

relationship; and (v) the Administrative Agent, the Lead Arrangers, the L/C Issuers and the

Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice

with respect to any of the transactions contemplated hereby (including any amendment, waiver

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or other modification hereof or of any other Loan Document) and the Borrower and each other

Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it

has deemed appropriate.  The Borrower hereby waives and releases, to the fullest extent

permitted by law, any claims that it may have with respect to actions taken or omitted with

respect to this Agreement through the Effective Date against the Administrative Agent, the Lead

Arrangers, the L/C Issuers and the Lenders with respect to any breach or alleged breach of

agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17.Electronic Execution; Electronic Records; Counterparts.This Agreement,

any 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 of the Loan Parties and each of 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 paragraph may

include, without limitation, use or acceptance of a manually signed paper Communication which

has been converted into electronic form (such as scanned into PDF format), or an electronically

signed Communication converted into another format, for transmission, delivery and/or

retention.  The Administrative Agent and each of the Lender Parties may, at its option, create one

or more copies of any Communication in the form of an imaged Electronic Record (“Electronic

Copy”), which shall be deemed created in the ordinary course of such Person’s business, and

destroy the original paper document.  All Communications in the form of an Electronic Record,

including an Electronic Copy, shall be considered an original for all purposes, and shall have the

same legal effect, validity and enforceability as a paper record.  Notwithstanding anything

contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line

Lender is under any obligation to accept an Electronic Signature in any form or in any format

unless expressly agreed to by such Person pursuant to procedures approved by it; provided,

further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer

and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative

Agent and each of the Lender Parties shall be entitled to rely on any such Electronic Signature

purportedly given by or on behalf of any Loan Party and/or any Lender Party without further

verification and (b) upon the request of the Administrative Agent or any Lender Party, any

Electronic Signature shall be promptly followed by such manually executed counterpart.

Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible

for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or

document (including, for the avoidance of doubt, in connection with the Administrative Agent’s,

L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by

telecopy, emailed .pdf or any other electronic means).  The Administrative Agent, L/C Issuer and

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Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of

this Agreement or any other Loan Document by acting upon, any Communication (which writing

may be a fax, any electronic message, Internet or intranet website posting or other distribution or

signed using an Electronic Signature) or any statement made to it orally or by telephone and

believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such

Person in fact meets the requirements set forth in the Loan Documents for being the maker

thereof).

Each of the Loan Parties and each Lender Party hereby waives (i) any argument, defense

or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan

Document based solely on the lack of paper original copies of this Agreement, such other Loan

Document, and (ii) waives any claim against the Administrative Agent 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

Loan Parties to use any available security measures in connection with the execution, delivery or

transmission of any Electronic Signature.

10.18.USA PATRIOT Act Notice. Each Lender that is subject to the Act (as

hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)

hereby notifies the Borrower and any Subsidiary Guarantor that pursuant to the requirements of

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

“Act”), it is required to obtain, verify and record information that identifies the Borrower and any

Subsidiary Guarantor, which information includes the name and address of the Borrower and any

such Subsidiary Guarantor and other information that will allow such Lender or the

Administrative Agent, as applicable, to identify the Borrower or such Subsidiary Guarantor in

accordance with the Act.  The Borrower and any such Subsidiary Guarantor 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 requests in order to comply with

its ongoing obligations under applicable “know your customer” and anti-money laundering rules

and regulations, including the Act.

10.19.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 Loan Party 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 Loan Party in the Agreement Currency, such Loan

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Party 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 Loan Party (or to any other Person who

may be entitled thereto under applicable Law).

10.20.Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement,

arrangement or understanding among any such parties, each party hereto acknowledges that any

liability of any Lender or 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 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 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.

10.21.Acknowledgement Regarding Any Supported QFCs.  To the extent that the

Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or

any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each

such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the

resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit

Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act

(together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)

in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable

notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be

governed by the Laws of the State of New York and/or of the United States or any other state of

the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered

Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of

such Supported QFC and the benefit of such QFC Credit Support (and any interest and

obligation in or under such Supported QFC and such QFC Credit Support, and any rights in

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property securing such Supported QFC or such QFC Credit Support) from such Covered Party

will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,

obligation and rights in property) were governed by the Laws of the United States or a state of

the United States.  In the event a Covered Party or a BHC Act Affiliate of a Covered Party

becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under

the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit

Support that may be exercised against such Covered Party are permitted to be exercised to no

greater extent than such Default Rights could be exercised under the U.S. Special Resolution

Regime if the Supported QFC and the Loan Documents were governed by the Laws of the

United States or a state of the United States.  Without limitation of the foregoing, it is understood

and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no

event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit

Support.

(b)As used in this Section 10.21, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and

interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:  (i) a “covered entity” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in

accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall

be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed as of the date first above written.

MATTEL, INC.

By: /s/ Mandana Sadigh

Name:Mandana Sadigh

Title:Senior Vice President & Treasurer

[Signature Page to Credit Agreement]

BANK OF AMERICA, N.A., as

Administrative Agent, Lender, L/C Issuer and

Swing Line Lender

By: /s/ J. Casey Cosgrove

Name:J. Casey Cosgrove

Title:Managing Director

[Signature Page to Credit Agreement]

CITIBANK, N.A., as a Lender and L/C Issuer

By: /s/ Michael Vondriska

Name:Michael Vondriska

Title:Vice President

[Signature Page to Credit Agreement]

Wells Fargo Bank, National Association, as a

Lender and L/C Issuer

By: /s/ Ryan Tegeler

Name:Ryan Tegeler

Title:Vice President

[Signature Page to Credit Agreement]

MIZUHO BANK, LTD., as a Lender

By: /s/ Tracy Rahn

Name:Tracy Rahn

Title:Managing Director

[Signature Page to Credit Agreement]

MUFG Bank, Ltd., as a Lender

By:/s/ Meng Zhang

Name:Meng Zhang

Title:Director

[Signature Page to Credit Agreement]

Royal Bank of Canada, as a Lender

By: /s/ Jennifer Xu

Name:Jennifer Xu

Title:Authorized Signatory

[Signature Page to Credit Agreement]

HSBC Bank USA, National Association as a

Lender

By: /s/ Martina Ciarrocchi

Name:Martina Ciarrocchi

Title:Vice President

[Signature Page to Credit Agreement]

GOLDMAN SACHS BANK USA, as a Lender

By: /s/ Ananda DeRoche

Name:Ananda DeRoche

Title:Authorized Signatory

[Signature Page to Credit Agreement]

KeyBank National Association, as a Lender

By: /s/ Marianne T. Meil

Name:Marianne T. Meil

Title:Sr. Vice President

[Signature Page to Credit Agreement]

The Huntington National Bank, as a Lender

By: /s/ M. Scott Donaldson

Name:M. Scott Donaldson

Title:Managing Director

[Signature Page to Credit Agreement]

M&T Bank, as a Lender

By: /s/ Mark E. Hoffman

Name:Mark E. Hoffman

Title:Senior Vice President

[Signature Page to Credit Agreement]

THE BANK OF NOVA SCOTIA, as a Lender

By: /s/ Frans Braniotis

Name:Frans Braniotis

Title:Managing Director

[Signature Page to Credit Agreement]