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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
or 15(d) of THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): June 5, 2024 (May 31, 2024)
Intercontinental Exchange, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware |
001-36198 |
46-2286804 |
(State or other jurisdiction
of incorporation) |
(Commission File No.) |
(I.R.S. Employer
Identification Number) |
5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number,
including area code: (770) 857-4700
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value per share |
ICE |
New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Amended Revolving Credit Facility
Intercontinental Exchange, Inc. (the “Company”)
is a party to that certain Credit Agreement, dated as of April 3, 2014 (as amended by (i) the First Amendment to Credit Agreement,
dated as of May 15, 2015, (ii) the Second Amendment to Credit Agreement, dated as of November 9, 2015, (iii) the Third
Amendment to Credit Agreement, dated as of November 13, 2015, (iv) the Fourth Amendment to Credit Agreement, dated as of August 18,
2017, (v) the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, (vi) the Sixth Amendment to Credit Agreement,
dated as of August 9, 2018, (vii) the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, (viii) the
Eighth Amendment to Credit Agreement, dated as of August 21, 2020, (ix) the Ninth Amendment to Credit Agreement, dated as of
March 8, 2021, (x) the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, (xi) the Eleventh Amendment
to Credit Agreement, dated as of May 11, 2022, and (xii) the Twelfth Amendment to Credit Agreement, dated as of May 25,
2022, the “Existing Revolving Credit Agreement”), among the Company, as borrower, the lenders party thereto from time to time
and Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, providing for a senior unsecured
revolving credit facility in the aggregate principal amount of $3.9 billion.
On May 31, 2024, the Company agreed with
the lenders under the Existing Revolving Credit Agreement to amend the terms of the Existing Revolving Credit Agreement (the “Thirteenth
Amendment”) to make certain changes, including extending the maturity date thereunder to the date that is the fifth anniversary
of the effectiveness date of the Thirteenth Amendment, being May 31, 2029.
The Existing Revolving Credit Agreement, as amended
by the Thirteenth Amendment, is referred to herein as the “Revolving Credit Agreement,” and the credit facility thereunder
is referred to herein as the “Revolving Credit Facility.”
The Revolving Credit Agreement provides for a
$3.9 billion multi-currency revolving facility, with sub-limits for non-dollar borrowings and letters of credit and with a swingline facility
available on a same day or next day basis. The Revolving Credit Agreement includes an option for the Company to propose an increase in
the aggregate amount available for borrowing by up to $1.0 billion, subject to the consent of the lenders funding the increase and certain
other conditions. Amounts borrowed under the Revolving Credit Agreement may be prepaid at any time without premium or penalty, and borrowings
thereunder bear interest at term SOFR (or other equivalent benchmarks for other currencies) plus an applicable ratings-based margin ranging
from 0.875% to 1.500% (subject to certain margin adjustments for certain other benchmarks), or, at the Company’s option, a base
rate, plus an applicable ratings-based margin ranging from 0.000% to 0.500%, in each case based on a ratings-based pricing grid. The Revolving
Credit Agreement contains customary “benchmark replacement” provisions providing for the replacement of existing interest
rate benchmarks as a result of future discontinuations of existing interest benchmarks upon certain pre-agreed terms and conditions. The
Company will also pay a ratings-based fee on undrawn amounts under the Revolving Credit Agreement ranging from 0.080% to 0.200% based
on a ratings-based pricing grid.
The
amounts available under the Revolving Credit Agreement are available to the Company to use for working capital and general corporate purposes
including, but not limited to, acting as a backstop to the amounts issued under the Company’s commercial paper program.
The Revolving Credit Agreement contains customary
representations and warranties, covenants and events of default, including (i) a leverage ratio maintenance covenant, (ii) limitations
on liens on the assets of the Company or its subsidiaries, (iii) limitations on indebtedness of the Company’s subsidiaries,
(iv) limitations on the sale of all or substantially all of the assets of the Company and its subsidiaries, (v) limitations
on fundamental changes, and (vi) other matters.
The foregoing description of the Thirteenth Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Thirteenth Amendment, a copy of
which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 of this Current Report is incorporated
by reference under this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
|
|
10.1 |
The Thirteenth Amendment,
dated as of May 31, 2024, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo
Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among
Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative
agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement,
dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment
to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the
Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14,
2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of
March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, the Eleventh Amendment to Credit Agreement,
dated as of May 11, 2022, and the Twelfth Amendment to Credit Agreement, dated as of May 25, 2022). |
|
|
104 |
The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
|
INTERCONTINENTAL EXCHANGE, INC. |
|
|
|
Date: June 5, 2024 |
By: |
/s/ Andrew J. Surdykowski |
|
|
Andrew J. Surdykowski |
|
|
General Counsel |
EXHIBIT 10.1
Execution Version
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
This
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as
of May 31, 2024, is entered into by and among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”),
the Lenders (as hereinafter defined) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
RECITALS
A. The
Borrower, the several lenders from time to time party thereto (the “Lenders”), and the Administrative Agent are party
to the Credit Agreement, dated as of April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15,
2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as
of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit
Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment
to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the
Ninth Amendment to Credit Agreement, dated as of March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15,
2021, the Eleventh Amendment to Credit Agreement, dated as of May 11, 2022, and the Twelfth Amendment to Credit Agreement, dated
as of May 25, 2022, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement as amended by this Amendment.
B. The
Borrower has requested that the undersigned Lenders amend the Credit Agreement and the undersigned Lenders are willing to consent to
such amendments to the Credit Agreement on the terms and subject to conditions set forth herein.
C. In
connection with this Amendment, certain New Lenders (as hereinafter defined) desire to purchase and assume certain Revolving Commitments
and Revolving Loans, if any, certain Lenders desire to sell and assign a portion of their Commitments and Revolving Loans, if any, to
certain existing Lenders and New Lenders, and such existing Lenders and the New Lenders desire to purchase such Commitments and Revolving
Loans, if any, from such selling Lenders and, in the case of each of the New Lenders, become a “Lender” under the Credit
Agreement as amended by this Amendment, and become bound as such thereunder, in each case, on the terms and subject to the conditions
set forth herein.
STATEMENT OF AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT
AGREEMENT
1.1 Effective
upon the Thirteenth Amendment Effective Date (as hereinafter defined), the Credit Agreement is hereby amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text)
and to add the double−underlined text (indicated textually in the same manner as the following example: double−underlined
text) as set forth in the conformed copy of the Credit Agreement attached hereto as Exhibit A.
1.2 Effective
upon the Thirteenth Amendment Effective Date (as hereinafter defined), Schedule 1.1(a) of the Credit Agreement is hereby amended
and restated in its entirety as set forth in Schedule 1.1(a) attached hereto as Exhibit B.
ARTICLE II
ASSIGNMENTS AND ASSUMPTIONS
2.1 Each
of the parties hereto acknowledges and agrees that (a) certain Lenders (such Lenders, the “Reducing Lenders”)
desire to sell and assign a portion of their Commitments and Revolving Loans, if any, to certain other Lenders (such Lenders, the “Increasing
Lenders”) and certain other financial institutions identified on the signature pages hereto as a “New Lender”
(such Lenders, the “Purchasing New Lenders” and together with the Increasing Lenders, the “Purchasing Lenders”)
and to be relieved of their obligations under the Credit Agreement to the extent of their sale and assignment of their Commitments and
Revolving Loans, if any; (b) the Increasing Lenders desire to purchase and assume certain portions of the Commitments and Revolving
Loans, if any, of the Reducing Lenders and thereby increase their existing Commitments; and (c) the Purchasing New Lenders desire
to purchase and assume certain portions of the Commitments and Revolving Loans, if any, of the Reducing Lenders and to become parties
to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Reducing Lender, Increasing Lender
and Purchasing New Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as
of the Thirteenth Amendment Effective Date (as hereinafter defined), each Reducing Lender hereby irrevocably sells and assigns to the
Purchasing Lenders and each Purchasing Lender hereby irrevocably purchases and assumes from each such Reducing Lender, (x) all of
such Reducing Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the Commitments and Revolving Loans, if any, being sold and assigned
by such Reducing Lender, including any guarantees and Swingline Loans included in such facilities (the portion of the Commitments and
Revolving Loans, if any, being so sold and assigned by such Reducing Lender, the “Sold Portion”), in each case in
amounts such that the Commitments of all of the Lenders, after giving effect thereto, shall be as reflected on the revised Schedule 1.1(a) set
forth in Exhibit B and the Revolving Loans, if any, of the Lender, after giving effect thereto, shall be as reflected on
Schedule 2.1 hereto and (y) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and
any other right of such Reducing Lender (in its capacity as a Lender) against any Person with respect to its Sold Portion, whether known
or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or
the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (x) above (the rights and obligations sold and assigned pursuant to clauses (x) and (y) above being
referred to herein collectively as the “Assigned Interests”). Such sale and assignment of the Assigned Interests is
without recourse to such Reducing Lender and, except as expressly provided herein, without representation or warranty by such Reducing
Lender.
2.2 In
addition to the foregoing assignment and assumptions, each of the parties hereto acknowledges and agrees that certain of the financial
institutions identified on the signature pages hereto as a “New Lender” shall be added as Lenders under the Credit
Agreement and the Commitments of such New Lenders are as reflected on the revised Schedule 1.1(a) set forth in Exhibit B.
2.3 Immediately
prior to the Thirteenth Amendment Effective Date, each New Lender shall become a party to and a “Lender” under the Credit
Agreement as if originally named therein as a party and shall be bound by all of terms and provisions applicable to Lenders under the
Credit Agreement.
2.4 Effective
on the Thirteenth Amendment Effective Date, (a) each Purchasing New Lender shall on a pro rata basis deliver to the Administrative
Agent cash in an amount equal to the aggregate principal amount outstanding as of the Thirteenth Amendment Effective Date, if any, on
the Revolving Loans purchased by it hereunder (as set forth in Schedule 2.1 hereof), (b) each Increasing Lender shall on a pro rata
basis deliver to the Administrative Agent cash in an amount equal to the aggregate principal amount outstanding as of the Thirteenth
Amendment Effective Date, if any, on the Revolving Loans purchased by it hereunder (as set forth in Schedule 2.1 hereof), and (c) the
Administrative Agent shall on a pro rata basis distribute the cash delivered by the Purchasing New Lenders pursuant to clause (a) and
by the Increasing Lenders pursuant to clause (b), if any, to each of the Reducing Lenders in amounts sufficient to fully repay the aggregate
principal amount of the Revolving Loans, if any, sold and assigned by such Reducing Lenders hereunder (as set forth in Schedule 2.1 hereof).
2.5 Each
Reducing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of its Assigned Interest, (ii) its
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and
has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby, and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement
or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Credit Document.
2.6 Each
Purchasing Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an assignee of the Assigned Interest under the Credit Agreement, (iii) to the
extent it not a Lender prior to the Thirteenth Amendment Effective Date, from and after the Thirteenth Amendment Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it
has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.9
thereof or delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Amendment and to purchase the Assigned Interest on the basis of which
it has made such analysis and decision independently and without reliance on the Administrative Agent, any Reducing Lender or any other
Lender, and (v) if it is a Foreign Lender, it has delivered to the Administrative Agent any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, any Reducing Lender or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents,
and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required
to be performed by it as a Lender.
2.7 Notwithstanding
anything to the contrary contained in the Credit Agreement, the parties acknowledge and agree that this ARTICLE II shall be deemed
to satisfy all requirements set forth in Section 10.6 of the Credit Agreement for the assignment and assumption of each Reducing
Lender’s Assigned Interest.
2.8 From
and after the Thirteenth Amendment Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interests
(including payments of principal, interest, fees and other amounts) to the applicable Reducing Lender for amounts that have accrued prior
to but excluding the Thirteenth Amendment Effective Date and to the applicable Purchasing Lender for amounts that have accrued from and
after the Thirteenth Amendment Effective Date.
2.9 Effective
on the Thirteenth Amendment Effective Date, the participations in the Letters of Credit and Swingline Loans under the Credit Agreement
shall be adjusted to give effect to any change in the Commitments and Revolving Credit Exposure of any Lender as a result of this Amendment.
ARTICLE III
CONDITIONS OF EFFECTIVENESS
3.1 The
amendments set forth in ARTICLE I and the other transactions set forth in ARTICLE II (except as set forth in
Section 2.3) shall become effective as of the date (the “Thirteenth Amendment Effective Date”) when, and
only when, each of the following conditions precedent shall have been satisfied:
(a) The
Administrative Agent shall have received an executed counterpart of this Amendment from each of (i) the Borrower, (ii) each
Reducing Lender and each Increasing Lender and such additional Lenders as are required, together with the Reducing Lenders and the Increasing
Lenders, to constitute the Required Lenders and (iii) each New Lender.
(b) The
Borrower shall have paid to Wells Fargo Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., the Administrative Agent
and the Lenders any fees required under the Engagement Letter (as defined below) to be paid to each of them, in the amounts due and payable
on the Thirteenth Amendment Effective Date as required by the terms thereof. The “Engagement Letter” means that certain letter
from Wells Fargo Securities, LLC, BofA Securities, Inc. and JPMorgan Chase Bank, N.A. to the Borrower, dated April 25, 2024,
relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Amendment.
(c) The
Borrower shall have delivered to the Administrative Agent a certificate, signed by a Responsible Officer of the Borrower, certifying
as to the matters set forth in ARTICLE IV hereof.
(d) The
Borrower shall have delivered to the Administrative Agent a certificate, signed by a Responsible Officer of the Borrower, certifying
that (i) attached thereto is a true, correct and complete copy of the resolutions duly adopted by the board of directors (or other
governing body) of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance
of this Amendment and the related Credit Documents, and (ii) the certificate of incorporation and bylaws of the Borrower previously
delivered to the Administrative Agent have not been amended, modified or rescinded and remain in full force and effect as of the date
hereof.
(e) The
Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of the Borrower under
the laws of its jurisdiction of incorporation.
(f) The
Administrative Agent shall have received a customary legal opinion from counsel to the Borrower in form and substance satisfactory to
the Administrative Agent;
(g) The
Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to the Thirteenth Amendment Effectives
Date, all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities
in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT
Act and any applicable “know your customer” rules and regulations.
(h) The
Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification
in relation to it, in each case at least five (5) Business Days prior to the Closing Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents
and warrants, on and as of the Thirteenth Amendment Effective Date, that (i) the representations and warranties contained in the
Credit Agreement as amended by the Amendment (except the representation set forth in Section 4.8 thereof shall be made with respect
to clauses (i) and (ii) of the definition of “Material Adverse Effect” only) and the other Credit Documents qualified
as to materiality are true and correct and those not so qualified are true and correct in all material respects, both immediately before
and immediately after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to
have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality)
or true and correct in all material respects (if not so qualified), in each case only on and as of such specific date), (ii) this
Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of
the Borrower enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good
faith and fair dealing (regardless of whether enforcement is sought in equity or at law) and (iii) no Default or Event of Default
shall have occurred and be continuing on the Thirteenth Amendment Effective Date, both immediately before and immediately after giving
effect to this Amendment and the amendments contemplated hereby.
ARTICLE V
ACKNOWLEDGEMENT AND CONFIRMATION
Each party to this Amendment
hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly
modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable
against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in
any respect.
ARTICLE VI
MISCELLANEOUS
6.1 Governing
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York (including
Sections 5-1401 and 5- 1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).
6.2 Credit
Document. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar
import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by this Amendment. Any reference to the
Credit Agreement or any of the other Credit Documents herein or in any such documents shall refer to the Credit Agreement and the other
Credit Documents as amended hereby. This Amendment is limited to the matters expressly set forth herein, and shall not constitute or
be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein.
This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
6.3 Expenses.
The Borrower shall pay all reasonable and documented out-of-pocket fees and expenses of counsel to the Administrative Agent in connection
with the preparation, negotiation, execution and delivery of this Amendment.
6.4 Severability.
To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision
shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.
6.5 Successors
and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted
assigns of the parties hereto.
6.6 Construction.
The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way
affect the meaning or construction of any of the provisions hereof.
6.7 Counterparts;
Integration. This Amendment may be executed and delivered via facsimile or electronic mail with the same force and effect as if an
original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if
the signatures hereto were upon the same instrument. The words “execution,” “signed,” “signature,”
and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based
on the Uniform Electronic Transactions Act. For the avoidance of doubt, the authorization under this paragraph may include, without limitation,
use or acceptance by the Administrative Agent of a manually signed letter which has been converted into electronic form (such as scanned
into “.pdf” format), or an electronically signed letter converted into another format, for transmission, delivery and/or
retention. This Amendment constitutes the entire contract among the parties hereto with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the
date first above written.
|
INTERCONTINENTAL EXCHANGE INC. |
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|
|
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By: |
/s/ Martin Hunter |
|
Name: |
Martin Hunter |
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Title: |
Senior Vice President, Tax & Treasurer |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as the Primary Administrative Agent, the Multicurrency Agent, an Issuing Lender, a Swingline Lender and a
Lender |
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|
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By: |
/s/ Jocelyn Boll |
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Name: |
Jocelyn Boll |
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Title: |
Managing Director |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
BANK OF AMERICA, N.A., as the Backup Administrative Agent, a Swingline Lender and a Lender |
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|
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By: |
/s/ Sherman Wong |
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Name:
|
Sherman Wong |
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Title: |
Director |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
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JPMORGAN CHASE BANK, N.A., as a Lender |
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|
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By: |
/s/ Ibrahim Khan |
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Name: |
Ibrahim Khan |
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Title: |
Vice President |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
BANK OF CHINA, NEW YORK BRANCH, as a Lender |
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By: |
/s/ Raymond Qiao |
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Name: |
Raymond Qiao |
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Title: |
Executive Vice President |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
MUFG BANK, LTD., as a Lender |
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|
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By: |
/s/ Kenneth Lee |
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Name: |
Kenneth Lee |
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Title: |
Vice President |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
CITIBANK, N.A., as a Lender |
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|
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By: |
/s/ Maureen Maroney |
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Name: |
Maureen Maroney |
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Title: |
Vice President |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
FIFTH THIRD BANK, NATIONAL ASSOCIATION, |
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as a Lender |
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|
|
By: |
/s/ Greg Cappel |
|
Name: |
Greg Cappel |
|
Title: |
Principal |
SIGNATURE PAGE TO
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
|
GOLDMAN
SACHS BANK USA, as a Lender |
|
|
|
By: |
/s/ Dan Starr |
|
Name: |
Dan Starr |
|
Title: |
Authorized Signatory |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
MIZUHO
BANK, LTD., as a Lender |
|
|
|
By: |
/s/ Donna DeMagistris |
|
Name: |
Donna DeMagistris |
|
Title: |
Managing Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
PNC
BANK, NATIONAL ASSOCIATION, as a Lender |
|
|
|
By: |
/s/ Paul Gleason |
|
Name: |
Paul Gleason |
|
Title: |
Senior Vice President |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
UBS
AG, STAMFORD BRANCH, as a Lender |
|
|
|
By: |
/s/ Muhammand Afzal |
|
Name: |
Muhammad Afzal |
|
Title: |
Director |
|
|
|
By: |
/s/ Anthony N. Joseph |
|
Name: |
Anthony N. Joseph |
|
Title: |
Associate Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
BANCO
BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender |
|
|
|
By: |
/s/ Brian Crowley |
|
Name: |
Brian Crowley |
|
Title: |
Managing Director |
|
|
|
By: |
/s/ Andrew Pargament |
|
Name: |
Andrew Pargament |
|
Title: |
Managing Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
BANK
OF MONTREAL, CHICAGO BRANCH, as a Lender |
|
|
|
By: |
/s/ Adam Tarr |
|
Name: |
Adam Tarr |
|
Title: |
Managing Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
THE
HUNTINGTON NATIONAL BANK, as a New Lender |
|
|
|
By: |
/s/ Ryan Benefiel |
|
Name: |
Ryan Benefiel |
|
Title: |
Vice President |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
SOCIETE
GENERALE, S.A., as a Lender |
|
|
|
By: |
/s/ Daniel Hartmann |
|
Name: |
Daniel Hartmann |
|
Title: |
Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
CHINA
CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH, as a Lender |
|
|
|
By: |
/s/ Lihua Guo |
|
Name: |
Lihua Guo |
|
Title: |
Deputy General Manager |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
INDUSTRIAL
AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH, as a Lender |
|
|
|
By: |
/s/ Chit Lam |
|
Name: |
Chit Lam |
|
Title: |
Vice President |
|
|
|
By: |
/s/ Robert O’Brien |
|
Name: |
Robert O’Brien |
|
Title: |
Executive Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
KEYBANK
NATIONAL ASSOCATION, as a New Lender |
|
|
|
By: |
/s/ Steve Wilson |
|
Name: |
Steve Wilson |
|
Title: |
SVP, Sr. Relationship Manager |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
MANUFACTURERS
AND TRADERS TRUST COMPANY, as a New Lender |
|
|
|
By: |
/s/ Kathryn Williams |
|
Name: |
Kathryn Williams |
|
Title: |
Director |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
|
CREDIT
SUISSE AG, NEW YORK BRANCH as a Reducing Lender |
|
|
|
By: |
/s/ Vipul Dhadda |
|
Name: |
Vipul Dhadda |
|
Title: |
Authorized Signatory |
|
|
|
By: |
/s/ Cassandra Droogan |
|
Name: |
Cassandra Droogan |
|
Title: |
Authorized Signatory |
SIGNATURE PAGE TO
THIRTEENTH
AMENDMENT TO CREDIT AGREEMENT
Exhibit A
Composite Blacklined Conformed Copy of Credit
Agreement
Reflecting Thirteenth Amendment to the Credit Agreement
[see attached]
CUSIP Number: Deal
# 45856GAC8
Revolving Loans (Dollar Revolving Loans) CUSIP # 45856GAD6
Revolving Loans (Multicurrency Revolving Loans) CUSIP # 45856GAE4
Conformed Copy – Conformed through the
TwelfthThirteenth
Amendment
CREDIT AGREEMENT
among
INTERCONTINENTAL EXCHANGE, INC.
as Borrower,
THE LENDERS NAMED HEREIN,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Primary Administrative Agent, Issuing Lender
and a Swingline Lender
BANK OF AMERICA, N.A.,
as a Co-Syndication Agent, Backup Administrative
Agent and a Swingline Lender
JPMORGAN CHASE BANK, N.A.,
as a Co-Syndication Agent and a Swingline Lender
BANK OF CHINA, NEW YORK BRANCH, and
MUFG BANK, LTD.,
as Co-Syndication Agents
and
CITIBANK, N.A.,
CREDIT
SUISSEUBS AG, NEW
YORKSTAMFORD BRANCH,
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
BANK OF MONTREAL,
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
GOLDMAN
SACHS BANK USA,
THE
HUNTINGTON NATIONAL BANK,
MIZUHO BANK, LTD., and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
$3,900,000,000 Senior Credit Facilities
WELLS FARGO SECURITIES, LLC,
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A.,
BANK OF CHINA, NEW YORK BRANCH, and
MUFG BANK, LTD.,
as Joint Bookrunners and Joint Lead Arrangers
CITIBANK, N.A.,
CREDIT
SUISSE LOAN FUNDING LLCUBS AG, STAMFORD BRANCH,
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
BMO CAPITAL MARKETS CORP.,
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
GOLDMAN SACHS BANK USA,
THE
HUNTINGTON NATIONAL BANK,
MIZUHO BANK, LTD., and
PNC CAPITAL MARKETS, LLC,
as Joint Lead Arrangers
Dated as of April 3,
2014
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
1.1 | Defined Terms |
6 |
1.2 | Accounting Terms |
4248 |
1.3 | Other Terms; Construction |
4248 |
1.4 | Currency Equivalents Generally |
4450 |
1.5 | Redenomination of Certain Foreign Currencies |
51 |
1.6 | Interest Rates |
4551 |
1.7 | Divisions |
52 |
ARTICLE II
AMOUNT AND TERMS OF THE LOANS
2.1 |
Commitments |
4652 |
2.2 |
Borrowings |
53 |
2.3 |
Disbursements; Funding Reliance; Domicile of Loans |
5258 |
2.4 |
Evidence of Debt; Notes |
5359 |
2.5 |
Termination and Reduction of Commitments |
5460 |
2.6 |
Mandatory Payments and Prepayments |
61 |
2.7 |
Voluntary Prepayments |
62 |
2.8 |
Interest |
63 |
2.9 |
Fees |
5965 |
2.10 |
Interest Periods |
66 |
2.11 |
Conversions and Continuations |
68 |
2.12 |
Method of Payments; Computations; Apportionment of Payments |
6369 |
2.13 |
Recovery of Payments |
6571 |
2.14 |
Pro Rata Treatment |
71 |
2.15 |
Increased Costs; Change in Circumstances; Illegality |
72 |
2.16 |
Taxes |
78 |
2.17 |
Compensation |
83 |
2.18 |
Replacement or Removal of Lenders; Mitigation of Costs |
83 |
2.19 |
Letters of Credit |
8086 |
2.20 |
Increase in Commitments |
94 |
2.21 |
Defaulting Lenders |
95 |
2.22 |
Cash Collateral |
9398 |
2.23 |
Pre-Funding of Black Knight Acquisition Date Borrowings |
93 |
ARTICLE III
CONDITIONS OF BORROWING
3.1 |
[Reserved] |
95100 |
3.2 |
Conditions of All Borrowings |
95100 |
3.3 |
Conditions of Borrowing for Black Knight Acquisition |
95 |
ARTICLE IV
REPRESENTATIONS
AND WARRANTIES
4.1 |
Corporate Organization and Power |
98104 |
4.2 |
Authorization; Enforceability |
98104 |
4.3 |
No Violation |
99104 |
4.4 |
Governmental and Third-Party Authorization; Permits |
99105 |
4.5 |
Litigation |
99105 |
4.6 |
Full Disclosure |
100105 |
4.7 |
Margin Regulations |
100105 |
4.8 |
No Material Adverse Effect |
100105 |
4.9 |
Financial Matters |
100106 |
4.10 |
Compliance with Laws |
100106 |
4.11 |
Investment Company Act |
101106 |
4.12 |
OFAC; Anti-Terrorism Laws |
101106 |
4.13 |
Solvency |
101[Reserved]107 |
4.14 |
Certain ERISA Matters |
102107 |
ARTICLE V
AFFIRMATIVE COVENANTS
5.1 |
Financial Statements |
102108 |
5.2 |
Other Business and Financial Information |
103109 |
5.3 |
Existence; Franchises; Maintenance of Properties |
104110 |
5.4 |
Use of Proceeds |
105110 |
5.5 |
Compliance with Laws |
105110 |
5.6 |
Payment of Taxes |
105110 |
5.7 |
Insurance |
105111 |
5.8 |
Maintenance of Books and Records; Inspection |
105111 |
5.9 |
Subsidiary Guarantors |
106111 |
5.10 |
Anti-Corruption Laws, OFAC, PATRIOT Act Compliance |
107112 |
ARTICLE VI
FINANCIAL COVENANT
6.1 | Maximum
Total Leverage Ratio |
108113 |
ARTICLE VII
NEGATIVE COVENANTS
7.1 |
Merger; Consolidation |
110115 |
7.2 |
Subsidiary Indebtedness |
110116 |
7.3 |
Liens |
112118 |
7.4 |
Asset Dispositions |
115120 |
7.5 |
Dividend Payments |
115 |
ARTICLE VIII
EVENTS OF DEFAULT
8.1 | Events
of Default |
115121 |
8.2 | Remedies:
Termination of Commitments, Acceleration, etc. |
117123 |
8.3 | Remedies:
Setoff |
118124 |
ARTICLE IX
THE ADMINISTRATIVE AGENT
9.1 |
Appointment and Authority |
119124 |
9.2 |
Rights as a Lender |
119125 |
9.3 |
Exculpatory Provisions |
120125 |
9.4 |
Reliance by Administrative Agent |
121126 |
9.5 |
Delegation of Duties |
121127 |
9.6 |
Resignation of Administrative Agent |
122127 |
9.7 |
Non-Reliance on Any Agent and Other Lenders |
122128 |
9.8 |
No Other Duties, etc. |
123129 |
9.9 |
Administrative Agent May File Proofs of Claim |
123129 |
9.10 |
Guaranty Matters; Ineligible Assignees Letter Agreement |
124129 |
9.11 |
Swingline Lender |
124130 |
9.12 |
Replacement of Impaired Agent |
125130 |
9.13 |
Backup Administrative Agent |
125130 |
9.14 |
Erroneous Payments |
126131 |
ARTICLE X
MISCELLANEOUS
10.1 | Expenses; Indemnity; Damage Waiver |
128134 |
10.2 | Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process |
131136 |
10.3 | Waiver of Jury Trial |
132137 |
10.4 | Notices; Effectiveness; Electronic Communication |
132137 |
10.5 | Amendments, Waivers, etc. |
133138 |
10.6 | Successors and Assigns |
135140 |
10.7 | No Waiver |
140145 |
10.8 | Survival |
140145 |
10.9 | Severability |
141145 |
10.10 | Construction |
141146 |
10.11 | No Fiduciary Duty |
141146 |
10.12 | Confidentiality |
141146 |
10.13 | Counterparts; Integration; Effectiveness; Electronic Execution |
142147 |
10.14 | Disclosure of Information |
143148 |
10.15 | PATRIOT Act Notice |
143148 |
10.16 | [Reserved] |
144148 |
10.17 | Judgment Currency |
144148 |
10.18 | [Reserved] |
144149 |
10.19 | Not a Grandfathered Obligation |
144149 |
10.20 | Acknowledgement and Consent to Bail-In of Affected Financial Institutions |
144149 |
10.21 | Acknowledgement Regarding Any Supported QFCs |
145150 |
10.22 | Certain ERISA Matters |
146151 |
EXHIBITS
Exhibit A-1 |
Form of Dollar Revolving Note |
Exhibit A-2 |
Form of Multicurrency Revolving Note |
Exhibit A-3 |
Form of Dollar Swingline Note |
Exhibit A-4 |
Form of Multicurrency Swingline Note |
Exhibit B-1 |
Form of Notice of Borrowing |
Exhibit B-2 |
Form of Notice of Swingline Borrowing |
Exhibit B-3 |
Form of Notice of Conversion/Continuation |
Exhibit B-4 |
Form of Letter of Credit Notice |
Exhibit C |
Form of Compliance Certificate |
Exhibit D |
Form of Assignment and Assumption |
Exhibit E |
Forms of U.S. Tax Compliance Certificate |
Exhibit F |
Form of Solvency Certificate |
SCHEDULES
Schedule 1.1(a) |
Commitments and Notice Addresses |
Schedule 1.1(b) |
Existing Letters of Credit |
Schedule 7.3 |
Liens |
CREDIT AGREEMENT
THIS
CREDIT AGREEMENT, dated as of the 3rd day of April, 2014, is made among INTERCONTINENTAL EXCHANGE, INC., a Delaware
corporation (the “Borrower”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Primary Administrative Agent (as hereinafter defined) for the Lenders, and BANK OF AMERICA, N.A., as a Co-Syndication Agent
(as hereinafter defined) and Backup Administrative Agent (as hereinafter defined) for the Lenders.
BACKGROUND STATEMENT
The Borrower has requested that the Lenders make
available a revolving credit facility to the Borrower in the aggregate principal amount of $3,900,000,000. The Borrower will use the proceeds
of these facilities as provided in Section 5.4. The Lenders are willing to make available to the Borrower the credit facilities
described herein subject to and on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby
agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined
Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set
forth below (such meanings to be equally applicable to the singular and plural forms thereof):
“Account Designation Letter”
means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer of the Borrower and in
form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower may from
time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.
“Acquisition” means any
transaction or series of related transactions, consummated on or after the date hereof, by which the Borrower directly, or
indirectly through one or more Subsidiaries, (i) acquires any division or line of business of any Person, or all or
substantially all of the assets, of any Person, whether through purchase of assets, merger or otherwise, or
(ii) acquires Capital Stock of
any Person having at least a majority of Total Voting Power of the then outstanding Capital Stock of such Person.
“Acquisition Election” has the meaning
given to such term in Section 6.1.
“Additional Commitment” has the meaning set forth in Section 2.20(c).
“Additional Lender” has the meaning set
forth in Section 2.20(a).
“Adjusted Base Rate”
means, at any time with respect to any Base Rate Loan, a rate per annum equal to the Base Rate as in effect at such time plus the Applicable
Percentage for Base Rate Loans as in effect at such time.
“Adjusted Eurocurrency Rate”
means, as to any Loan denominated in any applicable Currency not bearing interest based on an RFR (which, as of the TwelfthThirteenth
Amendment Effective Date, shall mean each of the Currencies identified in the definition of “Foreign Currency”, other than
Canadian Dollars and Sterling) for any Interest Period, a rate per
annum determined by the Administrative Agent pursuant to the following formula:
Adjusted Eurocurrency Rate = |
Eurocurrency Rate for such Currency for such
Interest Period |
|
|
1.00-Eurocurrency Reserve Percentage |
|
“Adjusted Market Index Rate” means, for
any date, for any Market Index Rate Loan:
(a) denominated
in Dollars, the sum of (i) the greater of (A) the sum of (I) the Term SOFR Reference Rate for a tenor of one month on the
day (such day, the “Market Index Rate Term SOFR Determination Day”) that is two (2) RFR Business Days prior to
such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern
time) on any Market Index Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published
by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term
SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business
Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding
RFR Business Day is not more than three (3) RFR Business Days prior to such Market Index Rate Term SOFR Determination Day, plus
(II) the Term SOFR Adjustment, and (B) the Floor, plus (ii) the Applicable Percentage for Term SOFR Loans as in
effect at such time;
(b) denominated
in Euros, the sum of (i) the greater of (A) EURIBOR as administered by the European Money Markets Institute, or a comparable
or successor administrator approved by the Administrative Agent, for a tenor of one month at approximately 11:00 a.m. (Brussels time)
two (2) Eurocurrency Banking Days prior to such day (or such other day as is generally treated as the rate fixing day by market practice
in the applicable interbank market, as determined by the Administrative Agent; provided that to the extent that such market practice
is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative
Agent), and (B) the Floor, plus (ii) the Applicable Percentage for Eurocurrency Rate Loans as in effect at such time;
(c) denominated
in Canadian Dollars, the sum of (i) the greater of (A) CDOR as administered by Refinitiv Benchmarks
Services (UK) Limited, or a comparable or successor administrator approved by the Administrative Agent, for a tenor of one month, at approximately
10:00 a.m. (Toronto time) two (2) Eurocurrency Banking Days prior to such day (or such other day as is generally treated as
the rate fixing day by market practice in the applicable interbank market, as determined by the Administrative Agent; provided
that to the extent that such market practice is not administratively feasible for the Administrative Agent, such
other day as otherwise reasonably determined by the Administrative Agent)the
sum of (I) the Term CORRA Reference Rate for a tenor of one month on the day (such day, the “Market Index Rate Term CORRA Determination
Day”) that is two (2) RFR Business Days prior to such day, as such rate is published by the Term CORRA Administrator; provided,
however, that if as of 5:00 p.m. (Toronto time) on any Market Index Rate Term CORRA Determination Day the Term CORRA Reference Rate
for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term
CORRA Reference Rate has not occurred, then the Market Index Rate will be based on the Term CORRA Reference Rate for such tenor as published
by the Term CORRA Administrator on the first preceding RFR Business Day for which such Term CORRA Reference Rate for such tenor was published
by the Term CORRA Administrator so long as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior
to such Market Index Rate Term CORRA Determination Day, plus (II) the Term CORRA Adjustment, and (B) the Floor, plus
(ii) the Applicable Percentage for Eurocurrency RateTerm
CORRA Loans as in effect at such time; and
(d) denominated
in Sterling, the sum of Daily Simple RFR for such day plus the Applicable Percentage for RFR Loans as in effect at such time.
“Adjusted
Term CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the
Term CORRA Adjustment; provided that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA
shall be deemed to be the Floor.
“Adjusted Term SOFR” means,
for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR
Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall
be deemed to be the Floor.
“Administrative Agent” means,
(a) during a Wells Fargo Availability Period, the Primary Administrative Agent and (b) during a Wells Fargo Unavailability Period,
the Backup Administrative Agent; provided, that (x) it is understood that matters concerning the funding of Multicurrency
Revolving Loans denominated in a Foreign Currency and Multicurrency Swingline Loans and the disbursement of the proceeds thereof will
be administered by the Multicurrency Agent, and references herein to the “Administrative Agent” in such a context shall be
deemed to refer to the “Multicurrency Agent” and (y) any reference to the “Administrative Agent” in Section 1.6
and Section 2.12(e) shall at all times be deemed to refer to the Primary Administrative Agent and the Backup Administrative
Agent.
“Administrative Questionnaire”
means an administrative questionnaire in the 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 a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified. Notwithstanding the foregoing, no Agent nor any Lender shall be deemed an “Affiliate”
of the Borrower or any Subsidiary of the Borrower.
“Agents” means, collectively,
the Multicurrency Agent, the Primary Administrative Agent and the Backup Administrative Agent.
“Aggregate Dollar Revolving Credit Exposure”
means, at any time, the sum of (i) the aggregate principal amount of Dollar Revolving Loans outstanding at such time, (ii) the
aggregate principal amount of Dollar Swingline Loans outstanding at such time, and
(iii) the aggregate Dollar Letter of Credit Exposure of all Dollar Revolving Lenders at such time and
(iv) the aggregate amount of the Pre-Closing Funded Amount funded on account of Dollar Revolving Loans that is held in the Pre-Closing
Funding Account at such time.
“Aggregate Multicurrency Revolving Credit
Exposure” means, at any time, the sum of (i) the Dollar Amount of the Multicurrency Revolving Loans outstanding at such
time, (ii) the Dollar Amount of the Multicurrency Swingline Loans outstanding at such time, and
(iii) the aggregate Multicurrency Letter of Credit Exposure of all Multicurrency Revolving Lenders at such time and
(iv) the aggregate amount of the Pre-Closing Funded Amount funded on account of Multicurrency Revolving Loans that is held in the
Pre-Closing Funding Account at such time.
“Agreement” means this Credit Agreement.
“Anti-Corruption Laws” means
the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010, and all other laws, rules, and regulations
of any jurisdiction applicable to the Borrower and its Affiliates concerning or relating to bribery or corruption.
“Applicable Percentage” means
the applicable percentages per annum, in each case as determined under the following matrix with reference to the Debt Rating (as defined
and as determined as set forth below):
Tier |
Debt
Rating |
Eurocurrency
Rate Loans and
RFR Loans |
Applicable
Base Rate
Margin |
Applicable
Commitment
Fee Rate |
I |
A+/A1 or higher |
0.875% |
0.000% |
0.080% |
II |
A/A2 |
1.000% |
0.000% |
0.100% |
III |
A-/A3 |
1.125% |
0.125% |
0.125% |
IV |
BBB+/Baa1 |
1.250% |
0.250% |
0.150% |
V |
BBB/Baa2 or lower |
1.500% |
0.500% |
0.200% |
“Debt Rating” means, as of any
date of determination, the rating as determined by S&P and Moody’s of the Borrower’s non-credit-enhanced, senior unsecured
long-term debt. For purposes of determining the applicable pricing tier, (i) if the respective Debt Ratings issued by the foregoing
rating agencies differ by one pricing tier, then the pricing tier for the higher of such Debt Ratings shall apply (with pricing tier I
being the highest and pricing tier V being the lowest); (ii) if there is a split in Debt Ratings of more than one pricing tier, then
the pricing tier that is one level lower than the pricing tier of the higher Debt Rating shall apply; (iii) if the Borrower has only
one Debt Rating, the pricing tier corresponding to that Debt Rating shall apply; and (iv) if the Borrower does not have any Debt
Rating, pricing tier V shall apply. Initially, the Applicable Percentage shall be determined based upon the Debt Rating specified in the
certificate delivered on the Closing Date. Thereafter, each change in the Applicable Percentage resulting from a publicly announced change
in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.
“Approved Fund” means any Fund
that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) a Person (or an Affiliate of a
Person) that administers or manages a Lender.
“Arrangers”
means Wells Fargo Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Bank of China, New York Branch, MUFG Bank, Ltd.,
Citibank, N.A., Credit Suisse Loan Funding LLCUBS
AG, Stamford Branch, Banco Bilbao Vizcaya Argentaria, S.A. New York
Branch, BMO Capital Markets Corp., Fifth Third Bank, National Association, Goldman Sachs Bank USA, The
Huntington National Bank, Mizuho Bank, Ltd., and PNC Capital Markets, LLC and their respective
successors.
“Assignment and Assumption”
means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 10.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other
form approved by the Administrative Agent.
“Authorized Officer” means,
with respect to any action specified herein to be taken by or on behalf of the Borrower, any officer of the Borrower duly authorized by
resolution of its board of directors or other governing body to take such action on its behalf, and whose signature and incumbency shall
have been certified to the Administrative Agent by the secretary or an assistant secretary of the Borrower.
“Available Tenor” means, as
of any date of determination and with respect to any then- current Benchmark for any Currency, as applicable, (a) if
such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of
an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest
calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments
of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.15(h)(iv).
“Backup Administrative Agent”
means BofA, in its capacity as Backup Administrative Agent, and its successors and permitted assigns in such capacity.
“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, regulation rule 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).
“Bankruptcy Code” means 11 U.S.C.
§§ 101 et seq., and any successor statute.
“Bankruptcy Event” means the
occurrence of an event specified in Section 8.1(f) or 8.1(g).
“Base Rate” means, at any time,
the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Term SOFR for a one-month
tenor in effect on such day plus 1.0%; each change in the Base Rate shall take effect simultaneously with the corresponding change
or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that clause (c) shall
not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in
no event shall the Base Rate be less than 1.0%.
“Base Rate Loan” means, at any
time, any Dollar Revolving Loan or any Multicurrency Revolving Loan denominated in Dollars that bears interest at such time at the applicable
Adjusted Base Rate.
“Benchmark” means, initially,
with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to,
Dollars, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR
Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations, interest,
fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such
prior benchmark rate pursuant to Section 2.15(h)(i), (b) Obligations, interest, fees, commissions or other amounts denominated
in, or calculated with respect to, Canadian
Dollars, the Term CORRA Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term CORRA Reference
Rate or then-current Benchmark for Canadian Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees,
commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate pursuant to Section 2.15(h)(i), (c) Obligations, interest, fees, commissions or other amounts denominated
in, or calculated with respect to, Sterling, the Daily Simple RFR applicable for such Currency; provided that if a Benchmark
Transition Event has occurred with respect to such Daily Simple RFR or the then- current Benchmark for such Currency, then “Benchmark”
means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent
that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15(h)(i), and (cd)
Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, or
Yen, or Canadian Dollars, EURIBOR, or
TIBOR, or CDOR, respectively; provided that if a Benchmark Transition Event has
occurred with respect to EURIBOR, or
TIBOR, or CDOR, as applicable, or the then-current Benchmark for such Currency, then
“Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15(h)(i).
“Benchmark Replacement” means,
with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that
has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark
for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment;
provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.
“Benchmark Replacement Adjustment”
means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities
denominated in the applicable Currency at such time.
“Benchmark Replacement Date”
means the earliest to occur of the following events with respect to the then-current Benchmark for any Currency:
(a) in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such
Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component
thereof); or
(b) in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or
the published component used in the calculation thereof) has been or, if
such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced
by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided,
that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause
(c) and even if such Benchmark (or such component thereof) is a term
rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, if
such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect
to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event”
means, with respect to the then-current Benchmark for any Currency, the occurrence of one or more of the following events with respect
to such Benchmark:
(a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such
Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component
thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
(b) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, the central bank for the Currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency
or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark
(or such component) has ceased or will cease to provide such Benchmark (or
such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof)
permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide such Benchmark (or such component thereof) or, if
such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
(c) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark
(or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof)
are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, if
such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of
such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date”
means, with respect to any Benchmark for any Currency, in the case of a Benchmark Transition Event, the earlier of (a) the applicable
Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or
if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or
publication).
“Benchmark Unavailability Period”
means, with respect to any then-current Benchmark for any Currency, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition
has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under
any Credit Document in accordance with Section 2.15(h)(i) and (y) ending at the time that a Benchmark Replacement
has replaced such Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.15(h)(i).
“Beneficial Ownership Certification”
means a certification regarding beneficial ownership as 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”.
“Black Knight”
means Black Knight, Inc., a Delaware corporation.
“Black
Knight Acquisition” means the proposed merger of Sand Merger Sub Corporation, a Delaware corporation and a
Subsidiary of the Borrower, with and into Black Knight, with Black Knight surviving the merger as a Subsidiary of the Borrower, pursuant
to the Black Knight Acquisition Agreement.
“Black
Knight Acquisition Agreement” means the Agreement and Plan of Merger, dated as of May 4, 2022, among the
Borrower, Sand Merger Sub Corporation and Black Knight (including all schedules and exhibits thereto).
“Black
Knight Acquisition Agreement Representations” has the meaning given to such term in Section 3.3(e).
“Black
Knight Acquisition Date” means the date on which the Black Knight Acquisition is consummated.
“Black
Knight Acquisition Related Conditions” means the conditions set forth in Sections 3.3(a), 3.3(b),
3.3(c), 3.3(d), 3.3(e), 3.3(f), 3.3(g), 3.3(h) and 3.3(k).
“Black
Knight Borrower Stock Contribution” means the issuance and sale by the Borrower of its common equity securities
to the equityholders of Black Knight in connection with the Black Knight Acquisition.
“Black
Knight Borrowing” means a Borrowing of Revolving Loans in Dollars the proceeds of which are to be used to (i) finance
a portion of the consideration paid by the Borrower to consummate the Black Knight Acquisition, (ii) refinance all or a portion of
the existing Indebtedness of Black Knight and its Subsidiaries, and/or (iii) pay fees, costs, commissions and expenses in connection
with the Black Knight Transactions.
“Black
Knight Bridge Arrangers” means Wells Fargo Securities, LLC and Goldman Sachs Bank USA.
“Black
Knight Bridge Facility” means that certain senior unsecured bridge credit facility providing for up to $14,000,000,000
in senior unsecured bridge loans available to the Borrower arranged by the Black Knight Bridge Arrangers and used to (i) finance
a portion of the consideration paid by the Borrower to consummate the Black Knight Acquisition, (ii) refinance all or a portion of
the existing Indebtedness of Black Knight and its Subsidiaries, and/or (iii) pay fees, costs, commissions and expenses in connection
with the Black Knight Transactions, all as contemplated in that certain commitment letter, dated as of May 4, 2022, among Wells Fargo,
Goldman Sachs Lending Partners LLC, the Black Knight Bridge Arrangers and the Borrower.
“Black
Knight Transactions” means, collectively, (a) the Black Knight Acquisition, (b) the issuance or incurrence
of Indebtedness (including the making of Loans) to finance a portion of the consideration paid by the Borrower to consummate the Black
Knight Acquisition, (c) the Black Knight Borrower Stock Contribution, (d) the refinancing of all or a portion of the existing
Indebtedness of Black Knight and its Subsidiaries, (e) the preparation, execution and delivery of the Eleventh Amendment to this
Agreement, (f) the preparation, execution and delivery of the Twelfth Amendment to this Agreement, (g) the preparation, execution
and delivery of the definitive documentation relating to the Term Loan Facility, and (h) the payment of fees, costs, commissions
and expenses in connection with each of the foregoing.
“BofA” means Bank of America, N.A.
“BofA Fee Letter” means the
letter from BofA to the Borrower, dated October 29, 2015, relating to certain fees payable by the Borrower in respect of the transactions
contemplated by this Agreement.
“Borrower” has the meaning given to such
term in the introductory paragraph hereof.
“Borrowing” means the incurrence
by the Borrower (including as a result of conversions and continuations of outstanding Loans pursuant to Section 2.11) on
a single date of a group of Loans of a single Class, Currency and Type (including a Swingline Loan made by any Swingline Lender) and,
in the case of Eurocurrency Rate Loans, Term CORRA Loans or Term SOFR
Loans, as to which a single Interest Period is in effect.
“Borrowing Date” means, with
respect to any Borrowing, the date upon which such Borrowing is made.
“Business Day” means any day
that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.
“Canadian Dollar” means the lawful currency
of Canada.
“Capital Lease” means, with
respect to any Person, a lease that is required to be, in accordance with GAAP, recorded as a finance lease (but for the avoidance of
doubt shall not include any lease that in accordance with GAAP would be recorded as an operating lease).
“Capital Lease Obligations”
means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease of such Person,
and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Capital Stock” means (i) with
respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting,
and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation, any and all
partnership, membership, limited liability company or other equity interests of such Person; and in each case under clauses (i) and
(ii), any and all warrants, rights or options to purchase any of the foregoing or any securities convertible into or exchangeable for
any of the foregoing.
“Cash Collateral Account” has
the meaning given to such term in Section 2.19(i).
“Cash Collateralize” means to
pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for
the Letter of Credit Exposure or obligations of Lenders to fund participations in respect thereof, cash or deposit account balances in
the applicable Currency or, if the Administrative Agent and the Issuing Lender shall agree in their sole discretion, other credit support,
in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other
credit support.
“Cash Equivalents” means (i) for
purposes of Section 2.19(i) only, (A) securities issued or unconditionally guaranteed or insured by the United States
of America or any agency or instrumentality thereof, backed by the full faith and credit of the United States of America and maturing
within one year from the date of acquisition, (B) commercial paper issued by any Person organized under the laws of the United States
of America, maturing within 180 days from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 or
the equivalent thereof by Standard & Poor’s Ratings Services or at least P-1 or the equivalent thereof by Moody’s
Investors Service, Inc., (C) time deposits and certificates of deposit maturing within 180 days from the date of issuance and
issued by a bank or trust company organized under the laws of the United States of America or any state thereof (y) that has combined
capital and surplus of at least $500,000,000 or (z) that has (or is a subsidiary of a bank holding company that has) a long-term
unsecured debt rating of at least A or the equivalent thereof by Standard & Poor’s Ratings Services or at least A2 or the
equivalent thereof by Moody’s Investors Service, Inc., (D) repurchase obligations with a term not exceeding 30 days with
respect to underlying securities of the types described in clause (i)(A) above entered into with any bank or trust company meeting
the qualifications specified in clause (i)(C) above, and (E) money market funds at least ninety-five percent (95%) of the assets
of which are continuously invested in securities of the foregoing types; and (ii) for all other purposes, as defined in accordance
with GAAP.
“CDOR”
has the meaning assigned thereto in the definition of “Eurocurrency Rate”.
“Change in Law” means the
occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule,
regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline,
rule or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, requirements or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines,
requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.
“Change of Control” means an
event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% 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.
“Class” when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Dollar Revolving Loans, Multicurrency
Revolving Loans, Dollar Swingline Loans or Multicurrency Swingline Loans; when used in reference to any Lender, refers to whether such
Lender is a Dollar Revolving Lender or a Multicurrency Revolving Lender; and, when used in reference to any Commitment, refers to whether
such Commitment is a Dollar Revolving Commitment or a Multicurrency Revolving Commitment.
“Clearing House Subsidiary”
means any Subsidiary of the Borrower the principal business of which is the provision of or conducting of clearing, depository or settlement
operations.
“Closing Date” means April 3,
2014.
“Co-Documentation Agents” means
the Lenders identified as such on the cover page hereof.
“Code” means the Internal Revenue
Code of 1986, and any successor statute, and all rules and regulations from time to time promulgated thereunder.
“Commitments” means, collectively,
the Dollar Revolving Commitments and the Multicurrency Revolving Commitments.
“Compliance Certificate” means
a fully completed and duly executed certificate in the form of Exhibit C, together with a Covenant Compliance Worksheet.
“Conforming Changes” means,
with respect to the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the
definition of “Business Day,” the definition of “Eurocurrency Banking Day,” the definition of “RFR Business
Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest
period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.17 and
other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption
and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Credit Documents).
“Connection Income Taxes” means
Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits
Taxes.
“Consolidated EBITDA” means,
for any Reference Period, the aggregate of (i) Consolidated Net Income for such period, plus (ii) the sum, without duplication,
of (A) interest expense and, to the extent not reflected in such interest expense, non-cash interest payments (including the capitalization
of interest), premium payments (including payments with respect to any make-whole premiums), debt discount, fees, charges, commissions
and related costs and expense incurred in connection with borrowed money, (B) federal, state, local and other income taxes, (C) depreciation
and amortization expense, (D) integration, restructuring and severance expenses and charges incurred during such period in connection
with any Acquisition or asset disposition consummated no more than six months prior to the beginning of such Reference Period not to exceed
ten percent of Consolidated EBITDA for such Reference Period (calculated without giving effect to this clause (D)), (E) any costs,
fees and expenses (other than of the character of those described in the preceding clause (D)) incurred in connection with any actual
or proposed Acquisition, merger, joint venture, issuance of Capital Stock, issuance or prepayment of Indebtedness, disposition or investment
not prohibited by this Agreement, in each case whether or not consummated, (F) noncash charges (including stock based compensation
and any impairment charge or write-off or write-down of goodwill or other intangible assets), (G) unusual and non-recurring losses
and (H) all losses during such period resulting from any asset disposition outside the ordinary course of business, all to the extent
deducted in the calculation of Consolidated Net Income for such Reference Period and all calculated in accordance with GAAP, minus (iii) the
sum, without duplication, of (A) unusual and non-recurring gains or income, (B) all gains during such period resulting from
any asset disposition outside the ordinary course of business, (C) any cash disbursements during such period that relate to noncash
charges included in Consolidated EBITDA pursuant to clause (ii)(F) of this definition during such Reference Period or the twelve
months preceding such Reference Period and (D) any noncash gains for such period that represent the reversal of any accrual, or the
reversal of any cash reserves, that relates to charges included in Consolidated EBITDA pursuant to clause (ii)(D) or (ii)(F) of
this definition during such Reference Period or the twelve months preceding such Reference Period, all to the extent included in the calculation
of Consolidated Net Income for such period and all calculated in accordance with GAAP.
“Consolidated Net Income” means,
for any Reference Period, net income (or loss) for the Borrower and its Subsidiaries for such Reference Period, determined on a consolidated
basis in accordance with GAAP (after deduction for minority interests); provided that, in making such determination, there shall
be excluded (i) the net income (or loss) of any other Person that is not a Subsidiary of the Borrower (or is accounted for by the
Borrower by the equity method of accounting) except to the extent of actual payment of cash dividends or distributions by such Person
to the Borrower or any Subsidiary thereof during such period, (ii) the net income of any Subsidiary of the Borrower to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary of such net income is not at the time permitted
by operation of the terms of its charter, certificate of incorporation or formation or other constituent document or any agreement or
instrument (other than a Credit Document) or any judgment, decree, order, statute, rule or government regulation applicable to such
Subsidiary (provided that there shall not be excluded from Consolidated Net Income such part of net income that is used or designated
as being available to satisfy regulatory capital or liquidity requirements imposed on any Subsidiary of the Borrower by any Governmental
Authority or pursuant to any decree, order, statute, rule or government regulation) and (iii) without duplication of other deductions
or exclusions, any payments made during such Reference Period by any Subsidiaries of the Borrower of profit sharing entitlements, rebates,
incentives, partnership distributions or similar entitlements.
“Consolidated Net Worth” means,
as of any date of determination, the consolidated stockholders’ equity of the Borrower and its Subsidiaries, determined in accordance
with GAAP.
“Consolidated Total Funded Debt”
means, as of any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries as of
such date, determined on a consolidated basis in accordance with GAAP.
“Control” means, with respect
to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and
“Controlling” have correlative meanings.
“CORRA”
means a rate equal to the Canadian Overnight Repo Rate Average, as administered and published by the CORRA Administrator.
“CORRA
Administrator” means the Bank of Canada (or any successor administrator of the Term CORRA Reference Rate).
“Co-Syndication Agents” means the Lenders
identified as such on the cover page hereof.
“Covenant Compliance Worksheet”
means a fully completed worksheet in the form of Attachment A to Exhibit C.
“Credit Documents” means this
Agreement, the Notes, the Letters of Credit, the Fee Letters, each Subsidiary Guaranty (if any), the Ineligible Assignees Letter Agreement,
each Compliance Certificate, each Notice of Borrowing, each Notice of Swingline Borrowing and each Letter of Credit Notice now or hereafter
executed and delivered to the Administrative Agent or any Lender by or on behalf of the Borrower or any Guarantor with respect to this
Agreement.
“Credit Parties” means the Borrower and
the Guarantors.
“Currencies” means Dollars and
each Foreign Currency, and “Currency” means any of such Currencies.
“Daily Simple RFR” means, for
any day (an “RFR Rate Day”), a rate per annum equal to the greater of (i) SONIA for the day (such day, a “RFR
Determination Day”) that is five (5) RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such
RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day,
in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website; provided that if
by 5:00 p.m. (London time) on the second (2nd) RFR Business Day immediately following any RFR Determination Day, SONIA
in respect of such RFR Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement
Date with respect to the Daily Simple RFR has not occurred, then SONIA for such RFR Determination Day will be SONIA as published in respect
of the first preceding RFR Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided further
that SONIA as determined pursuant to this proviso shall be utilized for purposes of calculation of Daily Simple RFR for no more than three
(3) consecutive RFR Rate Days and (ii) the Floor.
Any change in Daily Simple RFR due to a change
in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower.
“Daily Simple RFR Loan” means
any Loan that bears interest at a rate based on Daily Simple RFR.
“Debt Rating” shall have the
meaning given to such term in the definition of Applicable Percentage.
“Debtor Relief Laws” means the
Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time
to time in effect and affecting the rights of creditors generally.
“Default” means any event or
condition that, with the passage of time or giving of notice, or both, would constitute an Event of Default.
“Defaulting Lender” means, subject
to Section 2.21(b), any Lender that (i) has failed to (A) 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 (B) pay to the Administrative Agent, the Issuing Lender, any Swingline Lender or any other Lender any other amount required to
be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of
the date when due, (ii) has notified the Borrower, the Administrative Agent, the Issuing Lender or any Swingline Lender in writing
that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing
or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall
be specifically identified in such writing or public statement) cannot be satisfied), (iii) 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 (iii) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or
(iv) has, or has a direct or indirect parent company that has, (A) become the subject of a proceeding under any Debtor Relief
Law, (B) 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 (C) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one
or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed
to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower,
the Issuing Lender, each Swingline Lender and each Lender.
“Designated Person” means any Person listed
on a Sanctions List.
“Dollar L/C Commitment” means
the obligation of the Issuing Lender to issue Dollar Letters of Credit in an aggregate amount agreed to by the Issuing Lender in its sole
and absolute discretion. For the avoidance of doubt, unless and until otherwise agreed to by the Issuing Lender in its sole and absolute
discretion, the Dollar L/C Commitment shall be zero.
“Dollar
Amount” means, subject to Section 1.4, at any
time, (i) with respect to an amount denominated in Dollars, such amount orand
(ii) with respect to an amount denominated in a Foreign Currency, an equivalent amount thereof in Dollars as determined by the Administrative
Agent in its sole discretion at such time on
the basis of theby reference to the most recent Spot
Rate for such Foreign Currency (as determined in
respectas of the most recent Revaluation Date)
for the purchase of Dollars with such Foreign Currency.
“Dollar Letter of Credit” has the meaning
given to such term in Section 2.19(a).
“Dollar Letter of Credit Exposure”
means, with respect to any Dollar Revolving Lender at any time, such Lender’s ratable share (based on the proportion that its Dollar
Revolving Commitment bears to the aggregate Dollar Revolving Commitments at such time, or if the Dollar Revolving Commitments have been
terminated, based upon the proportion that its Dollar Revolving Commitment bore to the aggregate Dollar Revolving Commitments immediately
prior to such termination thereof, giving effect to any subsequent assignments) of the sum of (i) the aggregate Stated Amount of
all Dollar Letters of Credit outstanding at such time and (ii) the aggregate amount of all Dollar Reimbursement Obligations outstanding
at such time.
“Dollar Reimbursement Obligation” has
the meaning given to such term in Section 2.19(d).
“Dollar Revolving Commitment”
means, with respect to any Dollar Revolving Lender at any time, the commitment of such Lender to make Dollar Revolving Loans, Dollar Swingline
Loans (if such Lender has agreed to make Dollar Swingline Loans) and participate in Dollar Letters of Credit and Dollar Swingline Loans
in an aggregate principal amount at any time outstanding up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under
the caption “Dollar Revolving Commitment” or, if such Lender has entered into one or more Assignment and Assumptions, the
amount set forth for such Lender at such time in the Register maintained by the Administrative Agent pursuant to Section 10.6(c) as
such Lender’s “Dollar Revolving Commitment,” in either case, as such amount may be reduced at or prior to such time
pursuant to the terms hereof or increased from time to time pursuant to Section 2.20.
“Dollar Revolving Credit Exposure”
means, with respect to any Dollar Revolving Lender at any time, the sum of (i) the aggregate principal amount of all Dollar Revolving
Loans and Dollar Swingline Loans made by such Lender that are outstanding at such time, (ii) such Lender’s Dollar Swingline
Exposure (disregarding such Lender’s Dollar Swingline Exposure in respect of any Dollar Swingline Loans made by such Lender) at
such time, and (iii) such Lender’s Dollar Letter of Credit
Exposure at such time and (iv) the aggregate amount of any portion of the Pre-Closing Funded Amount
funded by such Lender on account of Dollar Revolving Loans that is held in the Pre-Closing Funding Account at such time.
“Dollar Revolving Lender” means
each Person listed on Schedule 1.1(a) as having a Dollar Revolving Commitment and each other Person that becomes a “Dollar
Revolving Lender” hereunder pursuant to Section 2.18(a), 2.20 or 10.6, and their respective successors
and assigns.
“Dollar Revolving Loan” means
any Revolving Loan made by a Dollar Revolving Lender pursuant to Section 2.1(a) denominated in Dollars.
“Dollar Revolving Note” means,
with respect to any Dollar Revolving Lender requesting the same, the promissory note of the Borrower in favor of such Dollar Revolving
Lender evidencing the Dollar Revolving Loans made by such Lender pursuant to Section 2.1(a), in substantially the form of
Exhibit A-1, together with any amendments, modifications and supplements thereto, substitutions therefor and restatements
thereof.
“Dollar Swingline Exposure”
means, with respect to any Dollar Revolving Lender at any time, its maximum aggregate liability to both make Refunded Swingline Loans
pursuant to Section 2.2(e) to refund, and to purchase participations pursuant to Section 2.2(f) in,
Dollar Swingline Loans that are outstanding at such time.
“Dollar Swingline Lender” means
any Dollar Revolving Lender to the extent it has agreed in its sole discretion to act as a “Dollar Swingline Lender” hereunder
at such time and that has been approved in writing by the Borrower and the Administrative Agent (such approval by the Administrative Agent
not to be unreasonably withheld or delayed), and their respective successors and permitted assigns.
“Dollar Swingline Loans” has the meaning
set forth in Section 2.1(c).
“Dollar Swingline Note” means,
if requested by any Dollar Swingline Lender, the promissory note of the Borrower in favor of such Dollar Swingline Lender evidencing the
Dollar Swingline Loans made by such Dollar Swingline Lender pursuant to Section 2.1(c), in substantially the form of Exhibit A-3,
together with any amendments, modifications and supplements thereto, substitutions therefor and restatements thereof.
“Dollars” or “$” means
dollars of the United States of America.
“Domestic Subsidiary” means
a Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or the District of
Columbia, other than any such Subsidiary (i) of a controlled foreign corporation within the meaning of Section 957 of the Code
(a “CFC”) or (ii) that has no material assets other than Capital Stock of one or more Foreign Subsidiaries that
are CFCs.
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any
of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means
any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eleventh
Amendment” means that certain Eleventh Amendment to Credit Agreement, dated as of May 11, 2022, among
the Borrower, the Administrative Agent and the Lenders party thereto.
“Eleventh
Amendment Effective Date” means May 11, 2022.
“Eleventh
Amendment Initial Arranger” means Wells Fargo Securities, LLC.
“Electronic Record”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.
“Electronic Signature” has the
meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.
“EMU Legislation” means the
legislative measures of the European Council for the introduction of changeover to or operation of a single or unified European currency.
“Environmental Claims” means
any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, allegations, notices of noncompliance
or violation, investigations by a Governmental Authority, or proceedings (including administrative, regulatory and judicial proceedings)
relating in any way to any Hazardous Substance, any actual or alleged violation of or liability under any Environmental Law or any permit
issued, or any approval given, under any Environmental Law (collectively, “Claims”), including (i) any and all
Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation
or injunctive relief resulting from any Hazardous Substance or arising from alleged injury or threat of injury to human health or the
environment.
“Environmental Laws” means any
and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of common law
and orders of courts or Governmental Authorities, relating to the protection of human health, occupational safety with respect to exposure
to Hazardous Substances, or the environment, now or hereafter in effect, including requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation
of Hazardous Substances.
“ERISA” means the Employee Retirement
Income Security Act of 1974, and any successor statute, and all rules and regulations from time to time promulgated thereunder.
“ERISA Affiliate” means any
Person (including any trade or business, whether or not incorporated) deemed to be under “common control” with, or a member
of the same “controlled group” as, the Borrower or any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m) or
(o) of the Code or Section 4001 of ERISA.
“ERISA Event” means any of
the following: (i) a “reportable event” as defined in Section 4043(c) of ERISA with respect to a Plan
and, if a Credit Party or an ERISA Affiliate has received notice, a Multiemployer Plan, for which the requirement to give notice has
not been waived by the PBGC (provided however, that a failure to meet the minimum funding standard of Section 412 of the Code
shall be considered a “reportable event” regardless of the issuance of any waiver), (ii) the application by a
Credit Party or an ERISA Affiliate for a funding waiver pursuant to Section 412 of the Code, (iii) the incurrence by a
Credit Party or an ERISA Affiliate of any Withdrawal Liability, or the receipt by a Credit Party or an ERISA Affiliate of notice
from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it
intends to terminate or has terminated under Section 4041A of ERISA, (iv) the distribution by a Credit Party or an ERISA
Affiliate under Section 4041 of ERISA of a notice of intent to terminate any Plan or the taking of any action to terminate any
Plan, (v) the commencement of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or (vi) the imposition of any Lien upon any assets of a Credit Party or an
ERISA Affiliate as a result of any alleged failure to comply with the Code or ERISA with respect to any Plan.
“Erroneous Payment” has the meaning assigned
thereto in Section 9.14(a).
“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto
in Section 9.14(d).
“Erroneous Payment Impacted Class”
has the meaning assigned thereto in Section 9.14(d).
“Erroneous Payment Return Deficiency”
has the meaning assigned thereto in Section 9.14(d).
“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to
time.
“EURIBOR” has the meaning assigned thereto
in the definition of “Eurocurrency Rate”.
“Euro” or “€”
mean the single currency of the Participating Member States introduced in accordance with the EMU Legislation.
“Eurocurrency Banking Day” means,
(a) for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, a TARGET
Day, and (b) for Obligations, interest, fees, commissions or
other amounts denominated in, or calculated with respect to, Yen, any day (other than a Saturday or Sunday) on which banks are open for
business in Japan and (c) for Obligations, interest, fees, commissions or other amounts denominated
in, or calculated with respect to, Canadian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in
Toronto; provided, that for purposes of notice requirements in Sections 2.2(b)(i), 2.7(a), and 2.11(b),
in each case, such day is also a Business Day.
“Eurocurrency Rate” means, for any Eurocurrency
Rate Loan for any Interest Period:
(a) denominated
in Euros, the greater of (i) the rate of interest per annum equal to the Euro Interbank Offered Rate (“EURIBOR”)
as administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent,
for a period comparable to the applicable Interest Period at approximately 11:00 a.m. (Brussels time) on the applicable
Rate Determination Date and (ii) the Floor; and
(b) denominated
in Yen, the greater of (i) the rate per annum equal to the Tokyo Interbank Offered Rate (“TIBOR”) as administered
by the Ippan Shadan Hojin JBA TIBOR Administration, or a comparable or successor administrator approved by the Administrative Agent, for
a period comparable to the applicable Interest Period, at approximately 11:00 a.m. (Tokyo time) on the applicable Rate Determination
Date and (ii) the Floor; and.
(c) denominated
in Canadian Dollars, the greater of (i) the rate per annum equal to the rate determined by the Administrative Agent on the basis
of the rate applicable to Canadian Dollar bankers’ acceptances (“CDOR”) as
administered by Refinitiv Benchmarks Services (UK) Limited, or a comparable or successor administrator approved by the Administrative
Agent, for a period comparable to the applicable Interest Period, at approximately 10:00 a.m. (Toronto time) on the applicable Rate
Determination Date and (ii) the Floor.
“Eurocurrency Rate Loan” means
any Loan bearing interest at a rate based on the Adjusted Eurocurrency Rate.
“Eurocurrency Reserve Percentage”
means, for any day, the percentage which is in effect for such day as prescribed by the FRB for determining the maximum reserve requirement
(including any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities
for a member bank of the Federal Reserve System in New York City or any other reserve ratio or analogous requirement of any central banking
or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. The Adjusted Eurocurrency
Rate for each outstanding Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.
“Event of Default” has the meaning given
to such term in Section 8.1.
“Exchange Act” means the Securities
Exchange Act of 1934, and any successor statute, and all rules and regulations from time to time promulgated thereunder.
“Excluded Taxes” means any of
the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes
imposed on or measured by net income, profits, net worth or capital, franchise Taxes, and branch profits or similar Taxes (in each case,
however denominated), in each case, (A) imposed by the United States (or any political subdivision or taxing authority thereof or
therein) or as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending officeLending
Office located in, the jurisdiction imposing such Tax (or any political subdivision or taxing authority thereof or therein) or
(B) that are Other Connection Taxes, (ii) any withholding Taxes imposed on amounts payable to or for the account of a Lender
with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires
such interest in such Loan or Commitment (other than pursuant to an assignment requested by the Borrower under Section 2.18)
or (B) such Lender changes its Lending Office, except in each case to the extent that pursuant to Section 2.16, 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, (iii) Taxes attributable to such Recipient’s failure or inability
to comply with Section 2.16(g), (iv) any backup withholding Taxes, and (v) any Taxes imposed under FATCA.
“Existing Letters
of Credit” means those letters of credit set forth on Schedule 1.1(b) and continued under this Agreement as Dollar
Letters of Credit issued by the Issuing Lender pursuant to Section 2.19.
“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 intergovernmental agreements entered into in respect of any of the foregoing.
“Federal Funds Rate” means,
for any period, a fluctuating per annum interest rate (rounded upwards, if necessary, to the nearest 1/100 of one percentage point) equal
for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal
Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average rate for such day on such
transactions charged to the Administrative Agent. Notwithstanding the foregoing, if any determination of any rate described in this definition
would result in the Federal Funds Rate being less than zero, then such rate shall be deemed to be zero.
“Fee Letters” means the Joint Fee Letter,
the BofA Fee Letter and the Wells Fargo Fee Letter.
“Fifth Amendment” means that certain
Fifth Amendment to Credit Agreement, dated as of August 18, 2017, among the Credit Parties, the Administrative Agent and the
Lenders party thereto.
“Fifth Amendment Effective Date” means
August 18, 2017.
“Final Termination
Date” means the Maturity Date or such earlier date of termination of the Commitments pursuant to Section 2.5
or 8.2.
“Financial Officer” means, with
respect to any Person, the chief financial officer, vice president-finance, principal accounting officer or treasurer of such Person.
“First Step Down Date” means
(i) with respect to the Black Knight Acquisition, the last day of the second fiscal quarter ending
after the fiscal quarter in which the Black Knight Acquisition Date occurs (or the last day of the third fiscal quarter ending after the
fiscal quarter in which the Black Knight Acquisition Date occurs if the Black Knight Acquisition Date occurs in the second half of such
fiscal quarter) and (ii) with respect to any Qualified Acquisition or Specified Qualified Acquisition that is the
subject of an Acquisition Election, the last day of the second fiscal quarter ending after the fiscal quarter in which such Acquisition
is consummated (or the last day of the third fiscal quarter ending after the fiscal quarter in which such Acquisition is consummated if
such Acquisition is consummated in the second half of such fiscal quarter).
“fiscal quarter” or
“FQ” means a fiscal quarter of the Borrower and its Subsidiaries. “fiscal year” or
“FY” means a fiscal year of the Borrower and its Subsidiaries. “Floor” means a rate of
interest equal to 0%.
“Foreign Currency” means Euro,
Sterling, Canadian Dollars or Yen.
“Foreign Currency Equivalent”
means, on any datesubject
to Section 1.4, for any amount, at the time of determination thereof,
with respect to an amount denominatedexpressed
in Dollars, the equivalent of such amount thereof in the applicable
Foreign Currency as determined by the Administrative Agent or the Issuing Lender (with notice thereof
to the Administrative Agent), as the case may be, in its sole discretion by reference to the most recent Spot Rate (as
determined in respectas
of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars.
“Foreign Lender” means any Lender
that is organized under the laws of a jurisdiction outside of the United States.
“Foreign Subsidiary” means any
Subsidiary of the Borrower 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, (i) with respect to any Issuing Lender, such Defaulting Lender’s Letter of Credit Exposure
(after giving effect to any reallocation pursuant to Section 2.21(a)(iv) and the posting of any Cash Collateral in accordance
with Section 2.21(a)(v)), and (ii) with respect to the Swingline Lenders, such Defaulting Lender’s Swingline Exposure
(after giving effect to any reallocation pursuant to Section 2.21(a)(iv) and the prepayment of any Swingline Loans in
accordance with Section 2.21(a)(v)).
“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 business.
“GAAP” means generally accepted
accounting principles in the United States of America, as set forth in the statements, opinions and pronouncements of the Accounting Principles
Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained,
as in effect from time to time (subject to the provisions of Section 1.2).
“Governmental Authority” means
the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Guarantor” means any Subsidiary
Guarantor and any other Person that guarantees the Obligations.
“Guaranty Fund” means any fund,
deposits or pledged (or transferred) assets, including initial, original, variation, settlement, delivery or mark-to-market margin, buyer’s
security or seller’s security, in any case whether contingent or actual (or similar arrangement), set up, maintained or established
by (i) ICE Clear US, (ii) ICE Clear Europe, (iii) The Clearing Corporation, (iv) ICE Clear Credit, (v) ICE Clear
Canada, (vi) ICE Clear Netherlands, (vii) ICE Clear Singapore and (viii) such other Clearing House Subsidiaries, in each
case in which its members (or other Persons) make contributions, make deposits, set aside funds, pledge (or transfer) assets, grant security
interests in assets or transfer title to margin or other collateral assets or the like to, among other things, enable the satisfaction
(whether in whole or in part) of the obligations of the relevant Clearing House Subsidiary or upon the default (or other specified event)
of a clearing member or the like.
“Guaranty Obligation” means,
with respect to any Person, any direct or indirect liability of such Person with respect to any Indebtedness, liability or other obligation
(the “primary obligation”) of another Person (the “primary obligor”), whether or not contingent,
(i) to purchase, repurchase or otherwise acquire such primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or provide funds (x) for the payment or discharge of any such primary obligation or (y) to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item,
level of income or financial condition of the primary obligor (including keep well agreements, maintenance agreements, comfort letters
or similar agreements or arrangements), (iii) to lease or purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor in respect thereof to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability
to perform in respect thereof; provided, however, that, with respect to the Borrower and its Subsidiaries, the term Guaranty
Obligation shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guaranty Obligation
of any guaranteeing Person hereunder shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount
of the primary obligation in respect of which such Guaranty Obligation is made and (b) the maximum amount for which such guaranteeing
Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guaranty
Obligation shall be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such
guaranteeing Person in good faith.
“Hazardous Substance” means
any substance or material meeting any one or more of the following criteria: (i) it is or contains a substance designated as a hazardous
waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law, (ii) it is
toxic, explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise hazardous to human health or the environment and
is or becomes regulated by any Governmental Authority, (iii) its presence may require investigation or response under any Environmental
Law, (iv) it constitutes a nuisance, trespass or health or safety hazard to Persons or neighboring properties, or (v) it is
or contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons,
petroleum derived substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.
“Hedge Agreement” means any
agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by
reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
provided, however, that, with respect to any Clearing House Subsidiary, the term Hedge Agreement shall not include any such
transaction with respect to which such entity is a party solely in its capacity as a central counterparty.
“ICE Clear Canada” means ICE
Clear Canada, Inc., a Manitoba corporation and an indirect Wholly-Owned Subsidiary of the Borrower.
“ICE Clear Credit” means ICE
Clear Credit, LLC, a Delaware limited liability company (formerly ICE Trust U.S. LLC) and a Subsidiary of the Borrower.
“ICE Clear Europe” means ICE
Clear Europe Limited, a private limited company incorporated under the laws of England and Wales and an indirect Wholly-Owned Subsidiary
of the Borrower.
“ICE Clear Netherlands” means
ICE Clear Netherlands B.V., a private company established in Amsterdam, The Netherlands and an indirect Wholly-Owned Subsidiary of the
Borrower.
“ICE Clear Singapore” means
ICE Clear Singapore Pte. Ltd., a company incorporated in the Republic of Singapore and an indirect Wholly-Owned Subsidiary of the Borrower.
“ICE Clear US” means ICE Clear
U.S., Inc., a New York corporation and an indirect Wholly-Owned Subsidiary of the Borrower (formerly known as New York Clearing Corporation).
“Increasing Lender” has the
meaning set forth in Section 2.20(a).
“Indebtedness” means, with respect
to any Person (without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person
evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made, (iii) the aggregate
amount (but only to the extent drawn and not reimbursed) of all surety bonds, letters of credit and bankers’ acceptances issued
or created for the account of such Person, (iv) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all Guaranty
Obligations of such Person with respect to Indebtedness of another Person and (vii) all indebtedness of the types referred to in
clauses (i) through (vi) above (A) of any partnership or unincorporated joint venture in which such Person is a general
partner or joint venturer to the extent such Person is liable therefor or (B) secured by any Lien on any property or asset owned
or held by such Person regardless of whether or not the indebtedness secured thereby shall have been incurred or assumed by such Person
or is nonrecourse to the credit of such Person, the amount thereof being equal to the lesser of (x) the amount secured by such Lien
and (y) the fair market value of the property or assets subject to such Lien as determined in good faith by such Person; provided,
however, that, with respect to any Clearing House Subsidiary, the term Indebtedness shall not include any transaction with respect
to which such entity is a party solely in its capacity as a central counterparty and, with respect to any Regulated Subsidiary that acts
as a swap execution facility, multilateral trading facility, systematic internalizer or organized trading facility and which offers a
settlement service for transactions done on such facility or on the facility of another such Regulated Subsidiary, the term Indebtedness
shall not include any transaction with respect to which such entity is a party solely in the capacity of offering such a settlement service.
“Indemnified Taxes” means (i) Taxes,
other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any
Credit Document and (ii) to the extent not otherwise described in clause (i) above, Other Taxes.
“Indemnitee” has the meaning
given to such term in Section 10.1(b).
“Ineligible Assignees” means
those certain Persons set forth in the Ineligible Assignees Letter Agreement and all Affiliates thereof.
“Ineligible Assignees Letter Agreement”
means that certain letter agreement, dated as of the ClosingThirteenth
Amendment Effective Date, between the Borrower and the Primary Administrative Agent, as such letter agreement may be amended or
modified from time to time with the consent of the Borrower and, in accordance with Section 9.10(b), the Administrative Agent.
“Information” has the meaning
given to such term in Section 10.12.
“Interest Period” has the meaning given to such term in Section 2.10.
“IRS” means the United States Internal Revenue Service.
“Issuing Lender” means Wells
Fargo (in each case, through itself or through one of its designated Affiliates or branch offices) in its capacity as issuer of the Letters
of Credit, and its successors in such capacity.
“Joint Fee Letter” means the
letter from Wells Fargo, Wells Fargo Securities, LLC, BofA and Merrill Lynch, Pierce, Fenner & Smith Incorporated, to the Borrower,
dated October 29, 2015, relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Agreement.
“Lender Parties” has the meaning
given to such term in Section 10.11.
“Lenders” means, collectively,
the Revolving Lenders and, unless the context requires otherwise, the Swingline Lenders.
“Lending Office” means, with
respect to any Lender, the office of such Lender designated as such in such Lender’s Administrative Questionnaire or in connection
with an Assignment and Assumption, or such other office as may be otherwise designated in writing from time to time by such Lender to
the Borrower and the Administrative Agent. A Lender may designate separate Lending Offices as provided in the foregoing sentence for the
purposes of making or maintaining different Types and Classes of Loans, and, with respect to Eurocurrency Rate Loans,
Term CORRA Loans or Term SOFR Loans, such office may be a domestic or foreign branch or Affiliate of such Lender.
“Letter of Credit Exposure”
means, with respect to any Lender at any time, such Lender’s Dollar Letter of Credit Exposure or Multicurrency Letter of Credit
Exposure, or both, as the context requires.
“Letter of Credit Maturity Date”
means the fifth Business Day prior to the Maturity Date.
“Letter of Credit Notice” has
the meaning given to such term in Section 2.19(b).
“Letters of Credit” has the
meaning given to such term in Section 2.19(a).
“Lien” means any mortgage, pledge,
hypothecation, assignment, security interest, lien (statutory or otherwise), charge or other encumbrance of any nature, whether voluntary
or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, Capital
Lease or any other lease or arrangement having substantially the same effect as any of the foregoing; provided that, with respect
to the assets of any Clearing House Subsidiary, no rights of setoff, deduction, netting, equity of redemption or offset of any member
(or similar Person) of such Clearing House Subsidiary shall constitute a Lien hereunder.
“Loans” means any or all of
the Revolving Loans and the Swingline Loans.
“Local Time” means Charlotte, North Carolina time.
“Margin Stock” has the meaning
given to such term in Regulation U.
“Market Index Rate Loan” means
any Swingline Loan bearing interest at a rate determined by reference to the Adjusted Market Index Rate.
“Material Adverse Effect” means
a material adverse effect upon (i) the business, assets, financial condition or results of operations of the Borrower and its Subsidiaries,
taken as a whole, (ii) the ability of the Borrower or any Guarantor to perform their respective obligations under this Agreement
or any of the other Credit Documents or (iii) the legality, validity or enforceability of this Agreement or any of the other Credit
Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.
“Material Subsidiary” means,
at any time, any Subsidiary of the Borrower that is a “significant subsidiary” as defined in Rule 1-102(w) of Regulation
S-X under the Securities Act.
“Maturity Date” means the fifth
anniversary of the TwelfthThirteenth
Amendment Effective Date; provided, however, that, if such date is not a Business Day, then the Maturity Date shall be the
immediately preceding Business Day.
“Moody’s” means Moody’s
Investor Service.
“Multicurrency Agent” means
(a) during a Wells Fargo Availability Period, Wells Fargo (or any of its designated branch offices or affiliates), (b) during
a Wells Fargo Unavailability Period, the Backup Administrative Agent, and (c) and any other financial institution designated by the
Primary Administrative Agent or the Backup Administrative Agent, as applicable (and reasonably acceptable to the Borrower), to act as
its sub-agent and correspondent hereunder in respect of the disbursement and payment of Multicurrency Revolving Loans denominated in a
Foreign Currency and Multicurrency Swingline Loans.
“Multicurrency L/C Commitment”
means the obligation of the Issuing Lender to issue Multicurrency Letters of Credit in an aggregate Dollar Amount equal to $75,000,000
or such greater amount agreed to by the Issuing Lender in its sole and absolute discretion.
“Multicurrency Letter of Credit”
has the meaning given to such term in Section 2.19(a).
“Multicurrency Letter of Credit Exposure”
means, with respect to any Multicurrency Revolving Lender at any time, such Lender’s ratable share (based on the proportion that
its Multicurrency Revolving Commitment bears to the aggregate Multicurrency Revolving Commitments at such time, or if the Multicurrency
Revolving Commitments have been terminated, based upon the proportion that its Multicurrency Revolving Commitment bore to the aggregate
Multicurrency Revolving Commitments immediately prior to such termination thereof, giving effect to any subsequent assignments) of the
sum of (i) the aggregate Stated Amount of all Multicurrency Letters of Credit outstanding at such time and (ii) the aggregate
amount of all Multicurrency Reimbursement Obligations outstanding at such time.
“Multicurrency Reimbursement Obligation”
has the meaning given to such term in Section 2.19(d).
“Multicurrency Revolving Commitment”
means, with respect to any Multicurrency Revolving Lender at any time, the commitment of such Lender to make Multicurrency Revolving Loans,
Multicurrency Swingline Loans and participate in Multicurrency Letters of Credit and Multicurrency Swingline Loans in an aggregate principal
amount at any time outstanding up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption
“Multicurrency Revolving Commitment” or, if such Lender has entered into one or more Assignment and Assumptions, the amount
set forth for such Lender at such time in the Register maintained by the Administrative Agent pursuant to Section 10.6(c) as
such Lender’s “Multicurrency Revolving Commitment,” in either case, as such amount may be reduced at or prior to such
time pursuant to the terms hereof or increased from time to time pursuant to Section 2.20.
“Multicurrency Revolving Credit Exposure”
means, with respect to any Multicurrency Revolving Lender at any time, the sum of (i) the aggregate principal Dollar Amount of all
Multicurrency Revolving Loans and Multicurrency Swingline Loans made by such Lender that are outstanding at such time, (ii) the Dollar
Amount of such Lender’s Multicurrency Swingline Exposure at such time (disregarding such Lender’s Multicurrency Swingline
Exposure in respect of any Multicurrency Swingline Loans made by such Lender, and
(iii) such Lender’s Multicurrency Letter of Credit Exposure at such time and (iv) the
aggregate amount of any portion of the Pre-Closing Funded Amount funded by such Lender on account of Multicurrency Revolving Loans that
is held in the Pre-Closing Funding Account at such time.
“Multicurrency Revolving Lender”
means each Person listed on Schedule 1.1(a) as having a Multicurrency Revolving Commitment and each other Person that becomes
a “Multicurrency Revolving Lender” hereunder pursuant to Section 2.18(a), 2.20 or 10.6, and their
respective successors and assigns.
“Multicurrency Revolving Loan”
means any Revolving Loan made by a Multicurrency Revolving Lender pursuant to Section 2.1(b) denominated in any Currency.
“Multicurrency Revolving Note”
means, with respect to any Multicurrency Revolving Lender requesting the same, the promissory note of the Borrower in favor of such Multicurrency
Revolving Lender evidencing the Multicurrency Revolving Loans made by such Lender pursuant to Section 2.1(b), in substantially
the form of Exhibit A-2, together with any amendments, modifications and supplements thereto, substitutions therefor and restatements
thereof.
“Multicurrency Swingline Exposure”
means, with respect to any Multicurrency Revolving Lender at any time, its maximum aggregate liability to make Refunded Swingline Loans
pursuant to Section 2.2(e) to refund, or to purchase participations pursuant to Section 2.2(f) in,
Multicurrency Swingline Loans that are outstanding at such time.
“Multicurrency Swingline Lender”
means (a) Wells Fargo (or any of its designated branch offices or Affiliates), BofA (or any of its designated branch offices or Affiliates)
and JPMorgan Chase Bank, N.A. (or any of its designated branch offices or Affiliates) and (b) any other Multicurrency Revolving Lender
to the extent it has agreed in its sole discretion to act as a “Multicurrency Swingline Lender” hereunder at such time and
that has been approved in writing by the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably
withheld or delayed), and each of their respective successors and permitted assigns.
“Multicurrency Swingline Loan”
has the meaning set forth in Section 2.1(d).
“Multicurrency Swingline Note”
means, if requested by any Multicurrency Swingline Lender, the promissory note of the Borrower in favor of such Multicurrency Swingline
Lender evidencing the Multicurrency Swingline Loans made by such Multicurrency Swingline Lender pursuant to Section 2.1(d),
in substantially the form of Exhibit A-4, together with any amendments, modifications and supplements thereto, substitutions
therefor and restatements thereof.
“Multiemployer Plan” means
any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate
makes, is making or is obligated to make contributions or, during the immediately preceding five plan years, has made or been obligated
to make contributions.
“Non-Consenting Lender” means
any Lender that does not approve a consent, waiver or amendment to any Credit Document requested by the Borrower or the Administrative
Agent that (i) requires the approval of all Lenders (or all Lenders directly affected thereby) in accordance with the terms of Section 10.5
and (ii) has been approved by the Required Lenders.
“Non-Defaulting Lender” means
any Lender that is not a Defaulting Lender.
“Non-U.S. Pension Plan” means
any plan, scheme, fund (including any superannuation fund) or other similar program established, sponsored or maintained outside the United
States by the Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or
the Code.
“Notes” means any or all of
the Dollar Revolving Notes, the Multicurrency Revolving Notes, the Dollar Swingline Notes and the Multicurrency Swingline Notes.
“Notice of Borrowing” has the
meaning given to such term in Section 2.2(b).
“Notice of Conversion/Continuation”
has the meaning given to such term in Section 2.11(b).
“Notice of Swingline Borrowing”
has the meaning given to such term in Section 2.2(d). “NYSE” means NYSE Holdings LLC, a Delaware limited
liability company. “Obligations” means all principal of and interest (including interest accruing after the filing
of a petition or commencement of a case by or with respect to the Borrower seeking relief under any Debtor Relief Laws and any fraudulent
transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding) on the Loans and Reimbursement
Obligations, and all fees, expenses, indemnities and other obligations owing, due or payable at any time by the Borrower or any Guarantor
to any Agent, any Lender, the Issuing Lender or any other Person entitled thereto, under this Agreement or any of the other Credit Documents.
“OFAC” means the U.S. Department
of the Treasury’s Office of Foreign Assets Control.
“Other Connection Taxes” means,
with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction
imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Credit Document, or sold or assigned an interest in any Loan or Credit Document).
“Other Taxes” means all present
or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with
respect to, any Credit Document, excluding, in each case, such amounts that result from a Lender’s assignment pursuant to Section 10.6,
grant of a participation to a Participant pursuant to Section 10.6(d), transfer or assignment to or designation of a new applicable
Lending Office or other office for receiving payments under any Credit Document (collectively, “Assignment Taxes”),
except for Assignment Taxes resulting from an assignment that is requested in writing by the Borrower.
“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 (or to the extent payable to the Issuing Lender or a Swingline Lender, the Issuing Lender
or such Swingline Lender, as applicable, in each case, with notice to the Administrative Agent) to be customary in the place of disbursement
or payment for the settlement of international banking transactions, and (b) with respect to any amount denominated in a Foreign
Currency, an overnight rate determined by the Administrative Agent (or to the extent payable to the Issuing Lender or a Swingline Lender,
the Issuing Lender or such Swingline Lender, as applicable, in each case, with notice to the Administrative Agent) to be customary in
the place of disbursement or payment for the settlement of international banking transactions.
“Participant” has the meaning
given to such term in Section 10.6(d).
“Participant Register” has the
meaning given to such term in Section 10.6(f).
“Participating Member State”
means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union.
“PATRIOT Act” means the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
“Payment Office” means, with
respect to any Currency, the office of the Administrative Agent or the Multicurrency Agent designated on Schedule 1.1(a) under
the heading “Instructions for wire transfers to the Administrative Agent” with respect to such Currency, or such other office
as the Administrative Agent or the Multicurrency Agent may designate to the Lenders and the Borrower for such purpose from time to time.
“Payment Recipient” has the
meaning assigned thereto in Section 9.14(d).
“PBGC” means the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto.
“Permitted Liens” has the meaning
given to such term in Section 7.3.
“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, Self-Regulatory
Organization or other entity.
“Plan” means any “employee
pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA
(other than a Multiemployer Plan) and to which the Borrower or any ERISA Affiliate has any liability.
“Pre-Closing
Funded Amount” has the meaning given to such term in Section 2.23.
“Pre-Closing
Funding Account” means an account in the name of (i) the Administrative Agent or an Affiliate of the
Administrative Agent or (ii) a financial institution (in its capacity as escrow agent) designated by the Administrative Agent and
approved by the Borrower, which account has been identified as the “Pre-Closing Funding Account” by notice in writing from
the Borrower to the Administrative Agent, and which account shall have terms reasonably satisfactory to the Administrative Agent and
the Borrower.
“Pre-Closing
Funding Date” means the Business Day specified as such in a Notice of Borrowing in which a Pre-Closing Funding
Election has been made.
“Pre-Closing
Funding Election” means an election by the Borrower to cause the Pre- Closing Funded Amount to be funded into
the Pre-Closing Funding Account on the Pre-Closing Funding Date pursuant to Section 2.23.
“Primary Administrative Agent”
means Wells Fargo (or any of its designated branch offices or affiliates), in its capacity as Primary Administrative Agent, and its successors
and permitted assigns in such capacity.
“Prime Rate” means, at any time,
the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the
Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge
that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its
lowest or best rate charged to its customers or other banks.
“Pro Forma Basis” has the meaning
given to such term in Section 1.3(c).
“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.
“Qualified Acquisition” means
any Acquisition consummated after the TwelfthThirteenth
Amendment Effective Date that involves the payment of consideration in an amount equal to or greater than $1,000,000,000.
“Qualified Acquisition Election”
has the meaning given to such term in Section 6.1.
“Rate Determination Date” means,
with respect to any Interest Period, two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period (or such
other day as is generally treated as the rate fixing day by market practice in the applicable interbank market, as determined by the Administrative
Agent; provided that to the extent that such market practice is not administratively feasible for the Administrative Agent, such
other day as otherwise reasonably determined by the Administrative Agent).
“Recipient” means (i) the
Primary Administrative Agent, (ii) the Backup Administrative Agent, (iii) any Lender or (iv) the Issuing Lender, as applicable.
“Reference Period” means, with
respect to any date of determination, the period of four consecutive fiscal quarters ending on such date.
“Refunded Swingline Loans” has the meaning
given to such term in Section 2.2(e).
“Register” has the meaning given to such
term in Section 10.6(c).
“Regulated Subsidiary” means
(i) any Subsidiary that is registered as a broker dealer pursuant to Section 15 of the Exchange Act or that is regulated as
a broker dealer or underwriter under any foreign securities law, (ii) any Subsidiary regulated as an insurance company, exchange,
swap execution facility, swap data repository, clearing house, securities depository, settlement system, multilateral trading facility,
trade repository, systematic internalizer or organized trading facility and (iii) any Subsidiary whose dividends may be restricted,
other activities undertaken by such Subsidiary may be limited or other regulatory actions with respect to such Subsidiary may be taken,
in each case by any applicable Governmental Authority in the event that such Subsidiary does not maintain capital at the level required
by such applicable Governmental Authority.
“Regulations T, U and X” means
Regulations T, U and X, respectively, of the FRB, and any successor regulations.
“Regulatory Capital Assets”
means assets that are held due to regulatory capital or regulatory liquidity requirements of any Regulated Subsidiary from time to time,
as set forth on the Compliance Certificate most recently delivered in accordance with Section 5.2(a) or another written
notice (in form and detail reasonably satisfactory to the Administrative Agent) delivered to the Administrative Agent (it being understood
that such assets existing as of the Closing Date are reflected on the consolidated balance sheet of the Borrower and its Subsidiaries
as part of short-term restricted cash and investments or long-term restricted cash).
“Reimbursement Obligation” has
the meaning given to such term in Section 2.19(d).
“Related Parties” means, with
respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors
of such Person and of such Person’s Affiliates.
“Released Person” has the meaning
given to such term in Section 10.1(d).
“Relevant Governmental Body”
means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated
in, or calculated with respect to, Dollars, the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the FRB or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark Replacement in respect
of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Foreign Currency, (1) the
central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with
respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or
(B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by
(A) the central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or
calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark
Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors
or (D) the Financial Stability Board or any part thereof.
“Required Dollar Revolving Lenders”
means, at any time, the Dollar Revolving Lenders holding outstanding Dollar Revolving Credit Exposure and Unutilized Dollar Revolving
Commitments (or, after the termination of the Dollar Revolving Commitments, outstanding Dollar Revolving Credit Exposure) representing
at least a majority of the aggregate, at such time, of all outstanding Dollar Revolving Credit Exposure and Unutilized Dollar Revolving
Commitments (or, after the termination of the Dollar Revolving Commitments, the aggregate at such time of all outstanding Dollar Revolving
Credit Exposure); provided that the Dollar Revolving Commitment of, and the portion of the outstanding Dollar Revolving Credit
Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Dollar Revolving
Lenders.
“Required Lenders” means, at
any time, the Lenders holding Revolving Credit Exposures and Unutilized Commitments (or, after the termination of the Commitments, Revolving
Credit Exposures) representing at least a majority of the aggregate, at such time, of all outstanding Revolving Credit Exposures and Unutilized
Commitments (or, after the termination of the Commitments, the aggregate at such time of all outstanding Revolving Credit Exposures);
provided that the Commitment of, and the portion of the outstanding Revolving Credit Exposure held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.
“Required Multicurrency Revolving Lenders”
means, at any time, the Multicurrency Revolving Lenders holding outstanding Multicurrency Revolving Credit Exposure and Unutilized Multicurrency
Revolving Commitments (or, after the termination of the Multicurrency Revolving Commitments, outstanding Multicurrency Revolving Credit
Exposure) representing at least a majority of the aggregate, at such time, of all outstanding Multicurrency Revolving Credit Exposure
and Unutilized Multicurrency Revolving Commitments (or, after the termination of the Multicurrency Revolving Commitments, the aggregate
at such time of all outstanding Multicurrency Revolving Credit Exposure); provided that the Multicurrency Revolving Commitment
of, and the portion of the outstanding Multicurrency Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Multicurrency Revolving Lenders.
“Required Multicurrency Swingline Lenders”
means, at any time, the Multicurrency Swingline Lenders representing at least a majority, at such time, of the aggregate principal amount
of all outstanding Multicurrency Swingline Loans; provided that the portion of the aggregate principal amount of outstanding Multicurrency
Swingline Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Multicurrency
Swingline Lenders.
“Requirement of Law” means,
with respect to any Person, the charter, articles or certificate of organization or incorporation and bylaws or other organizational or
governing documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ, injunction, official guidance
or determination of any arbitrator or court or other Governmental Authority or any Self-Regulatory Organization, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise directly
relating to any or all of the transactions expressly contemplated by this Agreement and the other Credit Documents.
“Resolution Authority” means
an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means,
with respect to any Person, the president, the chief executive officer, the chief financial officer, any executive officer, or any other
Financial Officer of such Person, and, with respect to the Borrower, any other officer or similar official thereof responsible for the
administration of the obligations of the Borrower in respect of this Agreement or any other Credit Document.
“Return
Date” has the meaning given to such term in Section 2.23.
“Revaluation Date” means,
subject to Section 1.4 (a) with respect to any Loan denominated in a Foreign Currency, each of the following:
(i) the date of the borrowing of such Loan (including any borrowing
or deemed borrowing that results from thein
respect of any unreimbursed portion of any payment by the applicable Issuing Lender under any Letter of Credit denominated in a
Foreign Currency) but only as to the amounts so borrowed on such date, (ii) each date of a continuation of such Loan pursuant to
the terms of this Agreement, but only as to the amounts so continued on such date, and (iii) such additional dates as the Administrative
Agent shall determine or the Required Lenders shall require; and (b) with respect
to any Letter of Credit denominated in a Foreign Currency, each of the following: (i) each date of issuance of such Letter of Credit,
but only as to the stated amount of the Letter of Credit so issued
on such date, (ii) each date such Letter of Credit is amended to increase the face amount of such
Letter of Credit but only as to the amount of such increase, (iii) in the case of all Existing Letters of Credit
denominated in Foreign Currencies, the Closing Date, but only as to such Existing Letters of Credit and (iviii)
such additional dates as the Administrative Agent or the applicable Issuing Lender (with notice thereof
to the Administrative Agent) shall determine or the Required Lenders shall require.
“Revolving Commitments” means,
collectively, the Dollar Revolving Commitments and the Multicurrency Revolving Commitments.
“Revolving Credit Exposure”
means, with respect to any Revolving Lender at any time, the sum of (i) the aggregate principal Dollar Amount of all Revolving Loans
and Swingline Loans made by such Lender that are outstanding at such time, (ii) such Lender’s Swingline Exposure at such time,
and (iii) such Lender’s Letter of Credit Exposure at such
time and (iv) the aggregate Dollar Amount of any portion of the Pre-Closing Funded Amount funded
by such Lender that is held in the Pre-Closing Funding Account at such time.
“Revolving Lenders” means, collectively,
the Dollar Revolving Lenders and the Multicurrency Revolving Lenders.
“Revolving Loans” means, collectively,
the Dollar Revolving Loans and the Multicurrency Revolving Loans.
“RFR” means, for any Obligations,
interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, Term SOFR and,
(b) Canadian Dollars, Term CORRA and (c) Sterling,
SONIA.
“RFR Business Day” means, for
any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, any day
except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government
securities and, (b) Canadian
Dollars, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business
in Toronto and (c) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks
are closed for general business in London, provided, that for purposes of applicable notice requirements, in each case, such day
is also a Business Day.
“RFR Loan” means a Daily Simple
RFR Loan, a Term CORRA Loan or a Term SOFR Loan, as the context may
require.
“RFR Rate Day” has the meaning
assigned thereto in the definition of “Daily Simple RFR”.
“S&P” means Standard &
Poor’s Rating Service, a division 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 a Foreign Currency, same day or other funds as may be determined by the Administrative Agent or the Issuing Lender (with notice thereof
to the Administrative Agent), 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 Foreign Currency.
“Sanctioned Country” means a
country, territory or region (including the government and government instrumentalities of said country, territory or region) which is
presently the target of country-based Sanctions.
“Sanctions” means economic or
financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government (including
the U.S. Department of State, the U.S. Department of Commerce and OFAC), (ii) the United Nations Security Council, (iii) the
European Union or (iv) HerHis
Majesty’s Treasury of the United Kingdom.
“Sanctions List” means any of
the lists of specially designated nationals or blocked persons or entities (or equivalent) (i.e., a Designated Person) pursuant to Sanctions
held by the U.S. government and administered by OFAC, the U.S. State Department, the U.S. Department of Commerce or the U.S. Department
of the Treasury or the United Nations Security Council or any similar list maintained by the European Union, any other EU Member State
or any other U.S. government entity.
“Second Step Down Date” means,
with respect to any Qualified Acquisition or Specified Qualified Acquisition that is the subject of an Acquisition Election, the last
day of the second fiscal quarter ending after the First Step Down Date with respect to such Acquisition.
“Securities Act” means the Securities
Act of 1933.
“Self-Regulatory Organization”
means any U.S. or foreign commission, board, agency or body that is not a Governmental Authority, but is charged with the supervision
or regulation of brokers, dealers, securities underwriting or trading, stock exchanges, clearing houses, commodities exchanges, electronic
communication networks, insurance companies or agents, investment companies or investment advisors.
“SOFR” means a rate equal to
the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the
Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SONIA” means a rate equal to
the Sterling Overnight Index Average as administered by the SONIA Administrator.
“SONIA Administrator” means
the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk,
or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“Specified Qualified Acquisition”
means any Acquisition consummated after the TwelfthThirteenth
Amendment Effective Date that involves the payment of consideration in an amount equal to or greater than $2,000,000,000.
“Specified Qualified Acquisition Election”
has the meaning given to such term in Section 6.1.
“Spot Rate” means, subject
to Section 1.4, for a Currency, the rate provided (either by publication or otherwise provided or made available to
the Administrative Agent) by Thomson Reuters Corp. (or equivalent service chosen by the Administrative Agent in its reasonable discretion)
as the spot rate for the purchase of such Currency with another currency at a time selected by the Administrative Agent on
the date of determinationin accordance with the procedures
generally used by the Administrative Agent for syndicated credit facilities in which it acts as administrative agent.
“Stated Amount” means, with
respect to any Letter of Credit at any time, the Dollar Amount of the aggregate amount available to be drawn thereunder at such time (regardless
of whether any conditions for drawing could then be met).
“Sterling” or “£”
means the lawful money of the United Kingdom.
“Subsidiary” means, with respect
to any Person, any corporation or other Person of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary
voting power to elect a majority of the board of directors, board of managers or other governing body of such Person, is at the time,
directly or indirectly, owned or controlled by such Person and one or more of its other Subsidiaries or a combination thereof (irrespective
of whether, at the time, securities of any other class or classes of any such corporation or other Person shall or might have voting power
by reason of the happening of any contingency). When used without reference to a parent entity, the term “Subsidiary” shall
be deemed to refer to a Subsidiary of the Borrower.
“Subsidiary Guarantor” means
each Subsidiary which is a party to any Subsidiary Guaranty.
“Subsidiary Guaranty” means,
collectively, each guaranty executed and delivered in accordance with Section 5.9(a).
“Swingline Exposure” means,
with respect to any Lender at any time, such Lender’s Dollar Swingline Exposure or Multicurrency Swingline Exposure, or both, as
the context requires.
“Swingline Lenders” means, collectively,
the Dollar Swingline Lenders and the Multicurrency Swingline Lenders.
“Swingline Loans” has the meaning
given to such term in Section 2.1(d).
“Swingline Maturity Date” means,
with respect to any Swingline Lender, the date which is three days prior to the Maturity Date; provided, however, that,
if such date is a not a Business Day, then the Swingline Maturity Date shall be the immediately preceding Business Day.
“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.
“T2”
means the real time gross settlement system operated by the Eurosystem, or any successor system.
“TARGET Day” means any day on
which TARGET2T2 is
open for the settlement of payments in Euros.
“Taxes” means all present or
future taxes, levies, imposts, duties and similar deductions, withholdings, assessments, or other similar charges in the nature of a tax
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term
CORRA” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparable to the
applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) RFR Business
Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that
if as of 5:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Date the Term CORRA Reference Rate for the applicable
tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference
Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator
on the first preceding RFR Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator
so long as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Periodic Term CORRA Determination
Date.
“Term
CORRA Adjustment” means, with respect to any Term CORRA Loan, a percentage per annum as set forth below for the applicable Interest
Period therefor:
Interest Period |
Percentage |
One month |
0.29547% |
Three months |
0.32138% |
“Term
Loan Facility” means that certain senior unsecured delayed draw term loan facility providing for up to $2,400,000,000
in term loans available to the Borrower to be used to (i) finance a portion of the consideration paid by the Borrower to consummate
the Black Knight Acquisition, (ii) refinance all or a portion of the existing Indebtedness of Black Knight and its Subsidiaries,
and/or (iii) pay fees, costs, commissions and expenses in connection with the Black Knight Transactions, all as contemplated in that
certain Project Monty Commitment Letter, dated as of May 4 2022, among Wells Fargo, Wells Fargo Securities, LLC, Goldman Sachs Bank
USA and the Borrower.
“Term
CORRA Administrator” means CanDeal Benchmark Administration Services Inc. (“CanDeal”) or, in the reasonable discretion
of the Administrative Agent, TSX Inc. or an affiliate of TSX Inc. as the publication source of the CanDeal/TMX Term CORRA benchmark that
is administered by CanDeal (or a successor administrator of the Term CORRA Reference Rate selected by the Administrative Agent in its
reasonable discretion).
“Term
CORRA Loan” means a Loan that bears interest at a rate based on Adjusted Term CORRA.
“Term
CORRA Reference Rate” means the forward-looking term rate based on CORRA.
“Term SOFR” means,
(a) for
any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period
on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) RFR Business Days prior to the
first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if
as of 5:00 p.m. (Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor
has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has
not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first
preceding RFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long
as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Periodic Term SOFR Determination
Day, and
(b) for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) RFR Business Days prior to such day, as such rate
is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Base
Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference
Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding RFR Business Day is not more than three
(3) RFR Business Days prior to such Base Rate Term SOFR Determination Day.
“Term SOFR Adjustment” means a percentage
equal to 0.10% per annum.
“Term SOFR Administrator” means
CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion, giving due consideration to ICE Benchmark
Administration as such successor administrator).
“Term SOFR Loan” means any Loan
that bears interest at a rate based on Adjusted Term SOFR other than pursuant to clause (c) of the definition of “Base Rate”.
“Term SOFR Reference Rate” means
the forward-looking term rate based on SOFR.
“Termination Date” means the
Maturity Date or such earlier date of termination of the Commitments pursuant to Section 2.5 or 8.2.
“The Clearing Corporation” means
The Clearing Corporation, a Delaware corporation and a Subsidiary of the Borrower.
“Thirteenth
Amendment” means that certain Thirteenth Amendment to Credit Agreement, dated as of May 31, 2024, among the Borrower, the Administrative
Agent and the Lenders party thereto.
“Thirteenth
Amendment Effective Date” means May 31 2024.
“Threshold Amount” means $250,000,000.
“TIBOR” has the meaning assigned
thereto in the definition of “Eurocurrency Rate”.
“Total Leverage Ratio” means,
with respect to any Reference Period, the ratio of (i) Consolidated Total Funded Debt as of the last day of such Reference Period
to (ii) Consolidated EBITDA for such Reference Period; provided that Consolidated Total Funded Debt shall not include (x) Indebtedness
permitted pursuant to Section 7.2(iv), 7.2(v) or 7.2(vi) except to the extent such Indebtedness has
been outstanding, as of such determination date, for more than 45 days since the borrowing thereof and (y) any Indebtedness incurred
(1) to repay, prepay, redeem, repurchase, discharge, defease or otherwise refinance other Indebtedness (solely in the amount necessary
for such repayment, prepayment, redemption, repurchase, discharge, defeasance or other refinancing) to the extent the proceeds of such
Indebtedness are earmarked for such purpose and actually so applied or (2) at any time prior to the date of consummation of an Acquisition
(or the date that is 30 days following the date of termination of the related acquisition agreement), to the extent that the net proceeds
of such Indebtedness are held as cash or Cash Equivalents by the Borrower (or any Subsidiary thereof) (whether held in deposit or securities
accounts or otherwise) to finance such Acquisition until the consummation of such Acquisition (or the date that is 30 days following the
date of termination of the related acquisition agreement) and such proceeds are required to be applied to repay, prepay, redeem, repurchase,
discharge or defease such Indebtedness in the event such Acquisition is not consummated (or the related acquisition agreement is terminated).
For the avoidance of doubt, for purposes of determining the Total Leverage Ratio at any time prior to
the Black Knight Acquisition Date (or the date that is 30 days following the date of termination of the Black Knight Acquisition Agreement),
Consolidated Total Funded Debt shall not include any Indebtedness incurred or issued by the Borrower on or prior to the Black Knight Acquisition
Date to the extent that the net proceeds of such Indebtedness are held as cash or Cash Equivalents by the Borrower (or any subsidiary
thereof) (whether held in deposit or securities accounts or otherwise) to finance the Black Knight Acquisition until the consummation
of the Black Knight Acquisition (or the date that is 30 days following the date of termination of the Black Knight Acquisition Agreement)
and such proceeds are required to be applied to repay, prepay, redeem, repurchase, discharge or defease such Indebtedness in the event
the Black Knight Acquisition is not consummated (or the Black Knight Acquisition Agreement is terminated).
“Total Voting Power” means,
with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of
stockholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis,
assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible
into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).
“Twelfth
Amendment” means that certain Twelfth Amendment to Credit Agreement, dated as of May 25, 2022, among the
Borrower, the Administrative Agent and the Lenders party thereto.
“Twelfth Amendment Effective
Date” means May 25, 2022.
“Type” means, (i) with
respect to any Loan denominated in Dollars, such Loan’s character as either a Base Rate Loan or a Term SOFR Loan, and (ii) with
respect to any Loan denominated in a Foreign Currency, such Loan’s character as either a Eurocurrency Rate Loan or an RFR Loan.
“UK Financial Institution” means
any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.
“UK Resolution Authority” means
the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement”
means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Unutilized Commitment” means,
with respect to any Revolving Lender at any time, such Lender’s Unutilized Dollar Revolving Commitment or Unutilized Multicurrency
Revolving Commitment, or both, as the context may require.
“Unutilized Dollar Revolving Commitment”
means, with respect to any Dollar Revolving Lender at any time, such Lender’s Dollar Revolving Commitment at such time less
the sum of, without duplication, (i) the aggregate principal amount of all Dollar Revolving Loans and Dollar Swingline Loans
made by such Lender that are outstanding at such time, (ii) such Lender’s Dollar Swingline Exposure at such time (disregarding
such Lender’s Dollar Swingline Exposure in respect of any Dollar Swingline Loans made by such Lender) and (iii) such Lender’s
Dollar Letter of Credit Exposure at such time.
“Unutilized Multicurrency Revolving Commitment”
means, with respect to any Multicurrency Revolving Lender at any time, such Lender’s Multicurrency Revolving Commitment at such
time less the sum of, without duplication, (i) the aggregate principal amount of all Multicurrency Revolving Loans
and Multicurrency Swingline Loans made by such Lender that are outstanding at such time, (ii) such Lender’s Multicurrency Swingline
Exposure at such time (disregarding such Lender’s Multicurrency Swingline Exposure in respect of any Multicurrency Swingline Loans
made by such Lender) and (iii) such Lender’s Multicurrency Letter of Credit Exposure at such time.
“U.S. Person” means any Person
that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate”
has the meaning given to such term in Section 2.16(g)(ii)(B)(3).
“Wells Fargo” means Wells Fargo
Bank, National Association, and its successors and assigns.
“Wells Fargo Availability Period”
means any time period of time other than a Wells Fargo Unavailability Period.
“Wells Fargo Fee Letter” means
the letter from Wells Fargo and Wells Fargo Securities, LLC to the Borrower, dated May 4, 2022, relating to certain fees payable
by the Borrower in respect of the transactions contemplated by this Agreement.
“Wells Fargo Unavailability Period”
means any period of time:
(a) starting
on the date that either the Borrower or the Required Lenders determine in their reasonable discretion that Wells Fargo is a Defaulting
Lender; and
(b) ending
two Business Days (or such shorter period of time as may be agreed upon in writing by the Borrower, the Backup Administrative Agent and
Wells Fargo in their sole discretion) after the date that both the Borrower and the Required Lenders determine in their reasonable discretion
and notify the other parties that Wells Fargo is not a Defaulting Lender.
“Wholly-Owned” means, with respect
to any Subsidiary of any Person, that 100% of the outstanding Capital Stock of such Subsidiary (excluding any directors’ qualifying
shares and shares required to be held by foreign nationals, in the case of a Foreign Subsidiary) is owned, directly or indirectly, by
such Person.
“Withdrawal Liability” means
liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined
in Part I of Subtitle E of Title IV of ERISA.
“Withholding Agent” means each
of the Borrower and the Administrative Agent.
“Write-Down and Conversion Powers”
means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from
time to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described
in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority
under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract
or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that
person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it
or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary
to any of those powers.
“Yen” or “¥”
mean the lawful currency of Japan.
1.2 Accounting
Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial data (including financial ratios and other financial calculations) required to be delivered hereunder
shall be prepared in accordance with, GAAP applied on a basis consistent with the most recent audited consolidated financial statements
of the Borrower and its Subsidiaries delivered to the Lenders prior to the TwelfthThirteenth
Amendment Effective Date; provided that if the Borrower notifies the Administrative Agent that it wishes to amend the financial
covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative
Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then compliance with such
covenant shall be determined on the basis of GAAP as in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Without
limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial
statements described in Section 4.9 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. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, any election or requirement to measure any financial liability using fair value shall be disregarded.
| 1.3 | Other Terms; Construction. |
(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, letter or other document shall be construed as referring to such
agreement, instrument, letter or other document as from time to time amended, supplemented, restated or otherwise modified (subject to
any restrictions on such amendments, supplements, restatements or modifications set forth herein or in any other Credit Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder, (iii) the
words “herein,” “hereof” and “hereunder,” and words of similar import when used
in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof,
(iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or
regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to
time, and (vi) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights.
(b) All
references herein to the Lenders or any of them shall be deemed to include the Swingline Lenders and the Issuing Lender unless specifically
provided otherwise or unless the context otherwise requires.
(c) Notwithstanding
the foregoing, calculations to determine compliance by the Borrower with the covenant contained in Article VI (and definitions
related thereto) shall (or, with respect to any Acquisition or asset sale for which the consideration given does not exceed $1,000,000,000,
may, at the Borrower’s option) be determined in each case on a pro forma basis (a “Pro Forma Basis”) after giving
effect to any Acquisition, asset sale or incurrence or repayment of Indebtedness (each, a “transaction”) occurring
since the beginning of the applicable Reference Period and on or prior to the last day of such period as if such transaction had occurred
as of the first day of such period, in accordance with the following:
(i) any
Indebtedness incurred or assumed by the Borrower or any Subsidiary thereof in connection with any transaction (including any Indebtedness
of a Person acquired in an Acquisition that is not retired or repaid in connection therewith) shall be deemed to have been incurred or
assumed as of (and with the corresponding interest expense included from) the first day of the applicable period (and if such Indebtedness
has a floating or formula rate, such Indebtedness shall, for purposes of such determination, have an implied rate of interest during the
applicable period determined by utilizing the rate of interest that is or would be in effect with respect to such Indebtedness as of the
date of determination);
(ii) any
Indebtedness retired or repaid in connection with any transaction (including any Indebtedness of a Person acquired in an Acquisition)
shall be deemed to have been retired or repaid as of (and with the corresponding interest expense excluded from) the first day of the
applicable period;
(iii) with
respect to any asset disposition, income statement items (whether positive or negative) attributable to the assets sold or otherwise disposed
of shall be excluded beginning as of the first day of the applicable period; and
(iv) with
respect to any Acquisition, (A) income statement items (whether positive or negative) and balance sheet items attributable to the
Person or assets acquired shall (to the extent not otherwise included in the consolidated financial statements of the Borrower and its
Subsidiaries in accordance with GAAP or in accordance with other provisions of this Agreement) be included in such calculations to the
extent relating to the applicable period (provided that such income statement and balance sheet items are reflected in financial
statements or other financial data reasonably acceptable to the Administrative Agent) and (B) operating expense reductions, cost
savings and other pro forma adjustments attributable to such Acquisition may be included to the extent that such adjustments (y) would
be permitted pursuant to Article XI of Regulation S-X under the Securities Act (irrespective of whether the Borrower is subject thereto)
or (z) have been approved in writing by the Administrative Agent; provided that each Compliance Certificate shall contain
or be accompanied by a brief explanation, by footnote, schedule or otherwise, of pro forma adjustments made pursuant to this Section 1.3(c)(iv).
| 1.4 | Currency Equivalents Generally. |
(a) The
Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Amounts of amounts denominated in Foreign Currencies and shall deliver notice of such determination to the Borrower;
provided that the failure of the Administrative Agent to provide the Borrower with any such notice shall neither affect any obligations
of the Borrower hereunder or the applicability of the Spot RateDollar
Amount as so determined nor result in any liability on the part of the Administrative Agent to the Borrower. Such Spot
RatesDollar Amount shall become effective as of such
Revaluation Date and shall be the Spot RatesDollar
Amount employed in converting any amounts between the applicable Currencies until the next Revaluation Date to occur. Except for
purposes of financial statements delivered by the Borrower hereunder or calculating financial ratios hereunder or except as otherwise
provided herein, the applicable amount of any Currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar
Amount as so determined by the Administrative Agent in accordance with this Agreement. In connection with the change in the face amount
or any other modification of any Letter of Credit denominated in any Foreign Currency, the applicable Spot Rate shall not be revalued
at the time of such change or modification, but rather shall be the Spot Rate as of the last Revaluation Date applicable to such Letter
of Credit immediately prior to such change or modification.
(b) Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or RFR Loan, or the
issuance of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing,
Eurocurrency Rate Loan or RFR Loan or Letter of Credit is denominated in a Foreign Currency, such amount shall be the relevant Foreign
Currency Equivalent of such Dollar Amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward),
as determined by the Administrative Agent.
(c) Notwithstanding
the foregoing provisions of this Section 1.4 or any other provision of this Agreement, each Issuing Lender may compute the
Dollar Amount of the maximum amount of each applicable Letter of Credit issued by such Issuing Lender by reference to exchange rates determined
using any reasonable method customarily employed by such Issuing Lender for such purpose.
(d) Notwithstanding
the foregoing provisions of this Section 1.4 or any other provision of this Agreement, in connection with Daily Simple RFR
Loans in a Foreign Currency, the Spot Rate on each date of borrowing shall be the Spot Rate in effect as of the Revaluation Date applicable
to the first borrowing of any such Daily Simple RFR Loans in such Foreign Currency (or, if applicable, any later Revaluation Date pursuant
to clause (a)(iii) of the definition of “Revaluation Date”).
| 1.5 | Redenomination of Certain Foreign Currencies. |
(a) Each
obligation of any party to this Agreement to make a payment denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption
(in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed
in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect
from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency
of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.
(b) Without
prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and (i) without limiting the
liability of the Borrower for any amount due under this Agreement and (ii) without increasing any commitment of any Lender, all references
in this Agreement to minimum amounts (or integral multiples thereof) denominated in the national currency unit of any member state of
the European Union that adopts the Euro as its lawful currency after the date hereof shall, immediately upon such adoption, be replaced
by references to such minimum amounts (or integral multiples thereof) as shall be specified herein with respect to Borrowings denominated
in Euro.
(c) Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions
or practices relating to the Euro.
1.6 Interest
Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to,
(a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference
Rate, Adjusted Term SOFR, Term SOFR, the Term CORRA Reference Rate, Adjusted
Term CORRA, Term CORRA, any Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate or any other Benchmark, or
any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement
rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor
or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.15(h), will
be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference
Rate, Term SOFR, Adjusted Term SOFR, the Term CORRA Reference Rate, Adjusted
Term CORRA, Term CORRA, any Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate, such Benchmark or any other
Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes.
The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark,
any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions
may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain
any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of
this Agreement, and shall have no liability to 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 calculation of any such rate (or component thereof) provided by any such information
source or service.
1.7 Divisions.
For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the
first date of its existence by the holders of its equity interests at such time.
ARTICLE II
AMOUNT AND TERMS OF THE LOANS
(a) Dollar
Revolving Loans. Each Dollar Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make
Dollar Revolving Loans to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to
but excluding its Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Dollar Revolving Commitment;
provided that no Borrowing of Dollar Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent
repayment of Dollar Swingline Loans with proceeds of Dollar Revolving Loans made pursuant to such Borrowing), (y) the Dollar Revolving
Credit Exposure of any Dollar Revolving Lender would exceed its Dollar Revolving Commitment at such time or (z) the Aggregate Dollar
Revolving Credit Exposure would exceed the aggregate Dollar Revolving Commitments at such time. Subject to and on the terms and conditions
of this Agreement, the Borrower may borrow, repay and reborrow Dollar Revolving Loans.
(b) Multicurrency
Revolving Loans. Each Multicurrency Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement,
to make Multicurrency Revolving Loans to the Borrower, from time to time on any Business Day during the period from and including the
Closing Date to but excluding its Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Multicurrency
Revolving Commitment; provided that no Borrowing of Multicurrency Revolving Loans shall be made if, immediately after giving effect
thereto (and to any concurrent repayment of Multicurrency Swingline Loans with proceeds of Multicurrency Revolving Loans made pursuant
to such Borrowing), (y) the Multicurrency Revolving Credit Exposure of any Multicurrency Revolving Lender would exceed its Multicurrency
Revolving Commitment at such time or (z) the Aggregate Multicurrency Revolving Credit Exposure would exceed the aggregate Multicurrency
Revolving Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow
Multicurrency Revolving Loans.
(c) Dollar
Swingline Loans. Each Dollar Swingline Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make
loans in Dollars (each, a “Dollar Swingline Loan”) to the Borrower, from time to time on any Business Day during the
period from the Closing Date to but excluding the Swingline Maturity Date (or, if earlier, the Final
Termination Date), in an aggregate principal amount up to such Dollar Swingline Lender’s Dollar Revolving Commitment as of the date
on which it became a Dollar Swingline Lender hereunder (as reduced by any subsequent assignments of its obligations to make Dollar Swingline
Loans in accordance with Section 10.6); provided that no Borrowing of Dollar Swingline Loans shall be made if, immediately
after giving effect thereto, (x) the Dollar Revolving Credit Exposure of any Dollar Revolving Lender would exceed its Dollar Revolving
Commitment at such time, (y) the Aggregate Dollar Revolving Credit Exposure would exceed the aggregate Dollar Revolving Commitments
at such time or (z) any Dollar Revolving Lender is at such time a Defaulting Lender hereunder unless each Dollar Swingline Lender
is satisfied it will have no Fronting Exposure after giving effect to such Dollar Swingline Loan. Subject to and on the terms and conditions
of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Dollar Revolving Loans pursuant to Section 2.2(e))
and reborrow Dollar Swingline Loans.
(d) Multicurrency
Swingline Loans. Each Multicurrency Swingline Lender severally agrees, subject to and on the terms and conditions of this Agreement,
to make loans in any Currency other than Yen (each, a “Multicurrency Swingline Loan,” and collectively with the Dollar
Swingline Loans, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from
the Closing Date to but excluding the Swingline Maturity Date (or, if earlier, the Final Termination
Date), in an aggregate principal amount up to such Multicurrency Swingline Lender’s Multicurrency Revolving Commitment as of, in
the case of BofA and Wells Fargo, the TwelfthThirteenth
Amendment Effective Date or, in the case of any other Multicurrency Swingline Lender, the date on which it became a Multicurrency Swingline
Lender hereunder (as reduced by any subsequent assignments of such Multicurrency Swingline Lender’s obligations to make Multicurrency
Swingline Loans in accordance with Section 10.6); provided that no Borrowing of Multicurrency Swingline Loans shall
be made if, immediately after giving effect thereto, (x) the Multicurrency Revolving Credit Exposure of any Multicurrency Revolving
Lender would exceed its Multicurrency Revolving Commitment at such time, (y) the Aggregate Multicurrency Revolving Credit Exposure
would exceed the aggregate Multicurrency Revolving Commitments at such time or (z) any Multicurrency Revolving Lender is at such
time a Defaulting Lender hereunder unless each Multicurrency Swingline Lender is satisfied it will have no Fronting Exposure after giving
effect to such Multicurrency Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay
(including by means of a Borrowing of Multicurrency Revolving Loans pursuant to Section 2.2(e)) and reborrow Multicurrency
Swingline Loans.
(a) Types
of Loans. The Dollar Revolving Loans and Multicurrency Revolving Loans denominated in Dollars shall, at the option of the Borrower
and subject to the terms and conditions of this Agreement, be either Base Rate Loans or Term SOFR Loans. The Multicurrency Revolving Loans
denominated in a Foreign Currency shall be made and maintained as Eurocurrency Rate Loans or RFR Loans at all times. All Loans comprising
the same Borrowing shall, unless otherwise specifically provided herein, be of the same Class, Type and Currency. The Swingline Loans
shall be made and maintained as Market Index Rate Loans at all times.
(b) Notices
for Borrowing Revolving Loans. In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made
pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made
pursuant to Section 2.2(e), (y) Borrowings for the purpose of satisfying a Reimbursement Obligation of the Borrower,
which shall be made pursuant to Section 2.19(e), and (z) Borrowings involving continuations or conversions of outstanding
Revolving Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Administrative Agent written notice
(i) not later than 12:00 noon, Charlotte, North Carolina time, three RFR Business Days prior to each Borrowing of Term SOFR Loans
or Term CORRA Loans, (ii) not later than 12:00 noon, Charlotte,
North Carolina time, on the Business Day of any Borrowing of Base Rate Loans, (iii) not later than 10:00 a.m., Charlotte, North Carolina
time, four Eurocurrency Banking Days prior to each Borrowing of Eurocurrency Rate Loans denominated in a Foreign Currency; and (iv) not
later than 12:00 noon, Charlotte, North Carolina time, five (5) RFR Business Days prior to each Borrowing of RFR Loans (other
than a Term CORRA Loan) denominated in any Foreign Currency; provided, however, that requests for the Borrowing of
any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice
than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given
in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount, Currency, Class and initial Type
of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Eurocurrency Rate Loans,
Term CORRA Loans or Term SOFR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing
Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable
Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) except
for a Borrowing with respect to a Refunded Swingline Loan in accordance with Section 2.2(e) and Borrowings to satisfy
a Reimbursement Obligation of the Borrower in accordance with Section 2.19(e), the aggregate principal amount of each Borrowing
comprised of Base Rate Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or,
if less, in the amount of the aggregate Unutilized Commitments with respect to the applicable Class), and the aggregate principal amount
of each Borrowing comprised of Eurocurrency Rate Loans and RFR Loans shall not be less than $5,000,000 or, if greater, an integral multiple
of $1,000,000 in excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments with respect to the applicable Class);
(ii) if
the Borrower shall have failed to designate the Type of Dollar Revolving Loans or Multicurrency Revolving Loans denominated in Dollars
comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if
the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of Eurocurrency Rate Loans,
Term CORRA Loans or Term SOFR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one
month.
(c) Funding
of Revolving Loans. Not later than 1:00 p.m., Local Time, on the requested Borrowing Date, each applicable Lender will make available
to the Administrative Agent at its Payment Office an amount, in the applicable Currency and in Same Day Funds, equal to the amount of
the Loan or Loans to be made by such Lender. To the extent such Lenders have made such amounts available to the Administrative Agent as
provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and
in like funds as received by the Administrative Agent; provided, however, that if, on any Borrowing Date there are any Swingline
Loans outstanding, then the proceeds of the Borrowing made on such date other than proceeds borrowed for the purpose of repaying Refunded
Swingline Loans under Section 2.2(e), shall, first, be applied to the payment in full of any such Swingline Loans (converted
into the applicable Currency in an amount equal to the Dollar Amount of the principal of such Swingline Loan, if necessary), and second,
be made available to the Borrower as provided above.
(d) Notices
for and Funding of Swingline Loans. In order to make a Borrowing of Swingline Loans, the Borrower will give the Administrative Agent,
each applicable Swingline Lender and, with respect to Multicurrency Swingline Loans, the Multicurrency Agent, written notice not later
than (x) with respect to any requested Swingline Loans denominated in Dollars, 3:30 p.m., Local Time, on the date of such Borrowing,
or (y) with respect to any requested Swingline Loans denominated in any other Currency, 11:00 a.m., Local Time, one Business Day
prior to the requested Borrowing Date (or such shorter period as may be acceptable to the applicable Swingline Lender and the Administrative
Agent in their sole discretion). Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form
of Exhibit B-2, shall be irrevocable and shall specify (i) whether such Swingline Loans are Dollar Swingline Loans or
Multicurrency Swingline Loans, (ii) with respect to any requested Multicurrency Swingline Loans, the Currency in which such Multicurrency
Swingline Loans are to be denominated, (iii) the principal amount of the Swingline Loans requested to be made pursuant to such Borrowing
(which (A) with respect to Dollar Swingline Loans, shall not be less than $100,000 and, if greater, shall be in an integral multiple
of $100,000 in excess thereof (or, if less, in the amount of the aggregate Unutilized Dollar Revolving Commitments of the Dollar Swingline
Lenders) and (B) with respect to Multicurrency Swingline Loans, the Dollar Amount of which shall not be less than $5,000,000 and,
if greater, shall be in an integral multiple of $1,000,000 in excess thereof (or, if less, in the amount of the aggregate Unutilized Multicurrency
Revolving Commitments of the Multicurrency Swingline Lenders)) and (iv) the requested Borrowing Date, which shall be a Business Day.
Not later than (x) with respect to any requested Borrowing of Swingline Loans denominated in Dollars, 4:30 p.m., Local Time, or (y) with
respect to any requested Borrowing of Swingline Loans denominated in any other Currency, 1:00 p.m., Local Time, on the requested Borrowing
Date, each applicable Swingline Lender will make available to the Administrative Agent at its Payment Office an amount, in the applicable
Currency and in Same Day Funds, equal to the amount of the Swingline Loans to be made by such Swingline Lender. To the extent such Swingline
Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such
amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative
Agent. Fundings of each Borrowing of Swingline Loans of any Class shall be made by the applicable Swingline Lenders pro rata based
on the percentage that each such Swingline Lender’s Commitments of such Class represent of the aggregate Commitments of such
Class for all such Swingline Lenders.
(e) Refunded
Swingline Loans. With respect to any outstanding Swingline Loans, the Swingline Lender who made any such Loans may at any time (whether
or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered
by the Borrower to, cause a Borrowing of (i) Dollar Revolving Loans, with respect to any Dollar Swingline Loan made by such Lender,
or (ii) Multicurrency Revolving Loans, with respect to any Multicurrency Swingline Loan made by such Lender, in each case to be made
for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also such
Swingline Lender) and each other applicable Lender (on behalf of, and with a copy to, the Borrower), not later than 12:00 noon, Charlotte,
North Carolina time, (A) on the Business Day of the proposed Borrowing Date therefor with respect to the repayment of any such Dollar
Swingline Loans, any such Multicurrency Swingline Loans denominated in Dollars or any such Multicurrency Swingline Loans denominated in
a Foreign Currency in respect of which such Swingline Lender, in its sole and absolute discretion, has elected to accept Dollars, (B) five
RFR Business Days prior to the proposed Borrowing Date therefor with respect to the repayment of any such Multicurrency Swingline Loans
denominated in Sterling or (C) four Eurocurrency Banking Days prior to the proposed Borrowing Date therefor with respect to the repayment
of any such Multicurrency Swingline Loans not described in clauses (A) or (B) above, a notice (which shall be deemed to be a
Notice of Borrowing given by the Borrower) requesting the Dollar Revolving Lenders or Multicurrency Revolving Lenders, as the case may
be, to make Dollar Revolving Loans or Multicurrency Revolving Loans, respectively (which, (xw)
in the case of Dollar Revolving Loans or Multicurrency Revolving Loan denominated in Dollars, shall be made initially as Base Rate Loans,
(yx) in the case
of Multicurrency Revolving Loans denominated in Sterling, shall be made initially as Daily Simple RFR Loans,
(y) in the case of Multicurrency Revolving Loans denominated in Canadian Dollars, shall be made initially as Term CORRA Loans
and (z) in the case of Multicurrency Revolving Loans denominated in a Foreign Currency other than Sterling or
Canadian Dollars, shall be made initially as Eurocurrency Rate Loans with an Interest Period of one month) on such Borrowing Date
in an aggregate amount equal to the Dollar Amount of such Dollar Swingline Loans or Multicurrency Swingline Loans, as the case may be
(the “Refunded Swingline Loans”), outstanding on the date such notice is given that such Swingline Lender requests
to be repaid. Not later than 1:00 p.m., Local Time, on the requested Borrowing Date, each applicable Lender (other than such Swingline
Lender) will make available to the Administrative Agent at its Payment Office an amount, in the applicable Currency and in Same Day Funds,
equal to the Dollar Amount of the Dollar Revolving Loan or Multicurrency Revolving Loan, as the case may be, to be made by such Lender.
To the extent the applicable Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative
Agent will make the aggregate of such amounts available to such Swingline Lender in like funds as received by the Administrative Agent,
which shall apply such amounts in repayment of the applicable Refunded Swingline Loans. Notwithstanding any provision of this Agreement
to the contrary, on the relevant Borrowing Date, the applicable Refunded Swingline Loans (including such Swingline Lender’s ratable
share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Dollar Revolving Loans or Multicurrency
Revolving Loans, as the case may be, made as provided above (including a Dollar Revolving Loan or Multicurrency Revolving Loan, as the
case may be, deemed to have been made by such Swingline Lender in its capacity as a Lender), and such Refunded Swingline Loans deemed
to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Dollar Revolving Loans or Multicurrency
Revolving Loans, as the case may be. If any portion of any such amount repaid (or deemed to be repaid) to such Swingline Lender shall
be recovered by or on behalf of the Borrower from such Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise,
the loss of the amount so recovered shall be shared ratably among (i) all the Dollar Revolving Lenders, with respect to the applicable
Dollar Swingline Loans, or (ii) all the Multicurrency Revolving Lenders, with respect to the applicable Multicurrency Swingline Loans,
in the manner contemplated by Section 2.14(b).
(f) Participations
in Swingline Loans. If, for any reason (including as a result of any Bankruptcy Event with respect to the Borrower), Dollar Revolving
Loans or Multicurrency Revolving Loans, as the case may be, are not made pursuant to Section 2.2(e) in an amount sufficient
to repay any amounts owed to the applicable Swingline Lender in respect of any outstanding Swingline Loans made by such Swingline Lender,
or if such Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for in Section 2.2(e),
such Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Dollar Revolving Lender or Multicurrency
Revolving Lender, as the case may be, shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding
Swingline Loans in an amount equal to its ratable share (based on the proportion that its Dollar Revolving Commitment or Multicurrency
Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments,
respectively, at such time, or if the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, have been
terminated, based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears
to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, in each case immediately prior to
the termination thereof) of the unpaid amount thereof together with accrued interest thereon. Upon notice delivered by such Swingline
Lender to the Administrative Agent, and by the Administrative Agent to each Lender, not later than 12:00 noon, Charlotte, North Carolina
time, (i) on the Business Day of the proposed funding of the participations described above with respect to any applicable Dollar
Swingline Loans, any applicable Multicurrency Swingline Loans denominated in Dollars or any applicable Multicurrency Swingline Loans denominated
in a Foreign Currency in respect of which such Swingline Lender, in its sole and absolute discretion, has elected to accept Dollars, (ii) five
RFR Business Days prior to the proposed funding of the participations described above with respect to any applicable Multicurrency Swingline
Loans denominated in Sterling or Canadian Dollars or (iii) four
Eurocurrency Banking Days prior to the proposed funding of the participations described above with respect to any applicable Multicurrency
Swingline Loans not described in clauses (i) or (ii) above, each Dollar Revolving Lender or Multicurrency Revolving Lender,
as the case may be (other than such Swingline Lender), will make available to the Administrative Agent at its Payment Office an amount,
in the applicable Currency and in Same Day Funds, equal to its respective participation. To the extent the applicable Lenders have made
such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts
available to such Swingline Lender in like funds as received by the Administrative Agent. In the event any applicable Lender fails to
make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f),
the applicable Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for
each day from the date such amount is required to be made available for the account of such Swingline Lender until the date such amount
is made available to such Swingline Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar
fees customarily charged by such Swingline Lender in connection with the foregoing. Promptly following its receipt of any payment by or
on behalf of the Borrower in respect of any applicable Swingline Loan, such Swingline Lender will pay to each Dollar Revolving Lender
or Multicurrency Revolving Lender, as the case may be, that has acquired a participation therein such Lender’s ratable share of
such payment.
(g) Obligations
Absolute. Notwithstanding any provision of this Agreement to the contrary, the obligation of each Dollar Revolving Lender and each
Multicurrency Revolving Lender (other than the applicable Swingline Lender) to make Dollar Revolving Loans or Multicurrency Revolving
Loans, as the case may be, for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each
such Dollar Revolving Lender’s or Multicurrency Revolving Lender’s, as the case may be, obligation to purchase a participation
in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected
by any circumstance or event whatsoever, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender
may have against the applicable Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever,
(ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of
Loans to meet the minimum Borrowing amount specified in Section 2.2(b) or (iv) the failure of any conditions set
forth in Section 3.2 or elsewhere herein to be satisfied.
| 2.3 | Disbursements; Funding Reliance; Domicile of Loans. |
(a) Disbursements.
The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any
written instructions from any Authorized Officer of the Borrower; provided that the Administrative Agent shall not be obligated
under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver
to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous
Account Designation Letter.
(b) Funding
Reliance. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent
may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date
such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case
of a payment to be made by such Lender, the Overnight Rate and (ii) in the case of a payment to be made by the Borrower, the Adjusted
Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such
Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.
(c) Several
Obligations. The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit
and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan,
to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation,
if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase
its participation or to make any such payment required hereunder.
(d) Domicile
of Loans. Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices; provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender
in accordance with the terms of this Agreement.
| 2.4 | Evidence of Debt; Notes. |
(a) Accounts.
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to
the applicable Lending Office of such Lender resulting from each Loan made by such Lending Office of such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lending Office of such Lender from time to time under this Agreement.
(b) Register.
The Administrative Agent shall maintain the Register pursuant to Section 10.6(c), and a subaccount for each Lender, in which
Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made by such Lender, the Class, Currency
and Type of each such Loan and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount
of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Lender’s share
thereof.
(c) Reliance
on Register. The entries made in the Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent
with the entries of the Administrative Agent, the accounts maintained pursuant to Section 2.4(a)) shall, to the extent permitted
by applicable law, be conclusive absent manifest error of the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or
such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) Notes.
The Loans of each Class made by each Lender shall, if requested by the applicable Lender (which request shall be made to the Administrative
Agent), be evidenced (i) in the case of Dollar Revolving Loans, by a Dollar Revolving Note appropriately completed in substantially
the form of Exhibit A-1, (ii) in the case of Multicurrency Revolving Loans, by a Multicurrency Revolving Note appropriately
completed in substantially the form of Exhibit A-2, (iii) in the case of Dollar Swingline Loans, by a Dollar Swingline
Note appropriately completed in substantially the form of Exhibit A-3 and (iv) in the case of Multicurrency Swingline
Loans, by a Multicurrency Swingline Note appropriately completed in substantially the form of Exhibit A-4, in each case executed
by the Borrower and payable to the order of such Lender. Each Note shall be entitled to all of the benefits of this Agreement and the
other Credit Documents and shall be subject to the provisions hereof and thereof.
| 2.5 | Termination and Reduction of Commitments. |
(a) Mandatory
Termination. Unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2,
(i) the Revolving Commitment of each Lender shall be automatically and permanently terminated on its Termination Date and (ii) the
obligation of the Swingline Lenders to make Swingline Loans shall be automatically and permanently terminated and reduced to zero on the
Swingline Maturity Date.
(b) Optional
Termination or Reduction. At any time and from time to time after the date hereof, upon not less than five Business Days’ prior
written notice to the Administrative Agent, the Borrower may terminate in whole or reduce in part the aggregate Unutilized Dollar Revolving
Commitments or the aggregate Unutilized Multicurrency Revolving Commitments; provided that any such partial reduction shall be
in an aggregate Dollar Amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof. The amount
of any termination or reduction made under this Section 2.5(b) may not thereafter be reinstated; provided that
a notice of termination or reduction delivered by the Borrower under this Section 2.5(b) may state that such notice is
conditioned upon the effectiveness or occurrence of any other event specified therein, in which case such notice may be revoked or extended
by the Borrower by written notice to the Administrative Agent on or before one Business Day before the specified effective date if such
condition is not satisfied.
(c) Ratable
Application. Except as set forth in Section 2.5(d), each reduction of the Commitments pursuant to this Section 2.5
shall be applied ratably among the Lenders of such Class according to their respective Commitments of such Class.
(d) Termination
of Defaulting Lenders. The Borrower may terminate the unused amount of the Commitment(s) of any Revolving Lender that is a Defaulting
Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders
thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower
for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts);
provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed
to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lender or any Lender may have against such
Defaulting Lender.
| 2.6 | Mandatory Payments and Prepayments. |
(a) Scheduled
Maturity. Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding
principal of each Revolving Loan shall be due and payable in full in the Currency in which such Loan is denominated on the Maturity Date
and (ii) the aggregate outstanding principal amount of each Swingline Loan shall be due and payable in full in the Currency in which
such Loan is denominated on the earlier of (A) the date 10 Business Days following the date such Swingline Loan is made and (B) the
Swingline Maturity Date.
(b) Dollar
Revolving Credit Exposure. In the event that, at any time, the Aggregate Dollar Revolving Credit Exposure (excluding the aggregate
amount of any Dollar Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made on the date of determination) shall exceed
the aggregate Dollar Revolving Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the
Borrower will immediately prepay the outstanding principal amount of the Dollar Swingline Loans to the amount of such excess in Dollars
and, to the extent of any excess remaining after prepayment in full of outstanding Dollar Swingline Loans, the outstanding principal amount
of the Dollar Revolving Loans in Dollars in the amount of such excess; provided that, to the extent such excess amount is greater
than the aggregate principal amount of Dollar Swingline Loans and Dollar Revolving Loans outstanding immediately prior to the application
of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover
for Dollar Letter of Credit Exposure, as more particularly described in Section 2.19(i), and thereupon such cash shall be
deemed to reduce the aggregate Dollar Letter of Credit Exposure by an equivalent amount.
(c) Multicurrency
Revolving Credit Exposure. In the event that, on any Revaluation Date, the Aggregate Multicurrency Revolving Credit Exposure (excluding
the aggregate amount of any Multicurrency Swingline Loans to be repaid with proceeds of Multicurrency Revolving Loans made on such Revaluation
Date) shall exceed 105% of the aggregate Multicurrency Revolving Commitments at such time after giving effect to any concurrent termination
or reduction thereof (or 100% if the Aggregate Multicurrency Revolving Credit Exposure is denominated in Dollars only), the Borrower will
prepay the outstanding principal amount of the Multicurrency Swingline Loans in the amount of such excess in the Currency in which such
Loan is denominated and, to the extent of any excess remaining after prepayment in full of outstanding Multicurrency Swingline Loans,
the outstanding principal amount of the Multicurrency Revolving Loans in the amount of such excess in the Currency in which such Loan
is denominated, (i) within one Business Day after receipt of notice thereof for any such prepayment of Multicurrency Revolving Loans
or Multicurrency Swingline Loans denominated in Dollars and (ii) within three Business Days after receipt of notice thereof for any
such prepayment of Multicurrency Revolving Loans or Multicurrency Swingline Loans denominated in a Foreign Currency; provided that,
to the extent such excess amount is greater than the aggregate principal amount of Multicurrency Swingline Loans and Multicurrency Revolving
Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative
Agent and held in the Cash Collateral Account as cover for Multicurrency Letter of Credit Exposure, as more particularly described in
Section 2.19(i), and thereupon such cash shall be deemed to reduce the aggregate Multicurrency Letter of Credit Exposure by
an equivalent amount.
| 2.7 | Voluntary Prepayments. |
(a) Procedure.
At any time and from time to time, the Borrower shall have the right to prepay the Loans of any Class made to the Borrower, in whole
or in part, without premium or penalty (except as provided in clause (iii) below) in the Currency in which such Loan is denominated,
upon written notice given to the Administrative Agent not later than 12:00 noon, Local Time, (A) on the same Business Day as prepayment
of each Base Rate Loan and each Swingline Loan and (B) (1) in the case of a Term SOFR Loan or
a Term CORRA Loan, at least three (3) RFR Business Days before prepayment of such Term SOFR Loan or
Term CORRA Loan, as the case may be, (2) in the case of an RFR Loan denominated in any Foreign Currency,
(other than a Term CORRA Loan), five (5) RFR Business
Days before prepayment of such RFR Loan, and (3) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at
least four (4) Eurocurrency Banking Days before prepayment of such Eurocurrency Rate Loan; provided that (i) each partial
prepayment of Eurocurrency Rate Loans, RFR Loans or Multicurrency Swingline Loans shall be in an aggregate principal amount of not less
than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall
be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000
and $100,000, respectively, in the case of Dollar Swingline Loans), (ii) no partial prepayment of Eurocurrency Rate Loans, RFR Loans
or Multicurrency Swingline Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the
remaining Eurocurrency Rate Loans, RFR Loans or Multicurrency Swingline Loans, respectively, under such Borrowing to less than $5,000,000
or to any greater amount not an integral multiple of $1,000,000 in excess thereof and (iii) each such prepayment shall be accompanied
by any amount required to be paid pursuant to Section 2.17. Each such notice shall specify the proposed date of such prepayment
and the aggregate principal amount, Class, Currency and Type of the Loans to be prepaid (and, in the case of Eurocurrency Rate Loans,
Term CORRA Loans or Term SOFR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and
shall bind the Borrower to make such prepayment on the terms specified therein; provided, however, that a notice of prepayment
delivered by the Borrower under this Section 2.7(a) may state that such notice is conditioned upon the effectiveness
of other credit facilities or other debt financing or the consummation of a specified transaction set forth in such notice, in which case
such notice may be revoked or extended by the Borrower by written notice to the Administrative Agent on or before the specified effective
date if such condition is not satisfied (and the Borrower shall pay all amounts, if any, required under Section 2.17 to be
paid as a consequence of any such revocation or extension). Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.7(a) may
be reborrowed, subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment
under this Section 2.7(a), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if
such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect
thereto.
(b) Ratable
Application. Each prepayment of the Loans of any Class made pursuant to Section 2.7(a) shall be applied ratably
among the Lenders of such Class holding the Loans being prepaid, in proportion to the principal amount held by each.
(a) General.
Subject to Section 2.8(b), the Borrower will pay interest in respect of the unpaid principal amount of each Loan made to it
in the Currency in which such Loan is denominated, from the date of Borrowing thereof until such principal amount shall be paid in full,
(i) at the Adjusted Base Rate, as in effect from time to time during such periods as such Loan is a Base Rate Loan, (ii) at
Adjusted Term SOFR plus the Applicable Percentage, as in effect during such periods as such Loan is a Term SOFR Loan, (iii) at the
applicable Adjusted Eurocurrency Rate plus the Applicable Percentage, as in effect during such periods as such Loan is a Eurocurrency
Rate Loan, (iv) at the applicable Daily Simple RFR plus the Applicable Percentage, as in effect during such periods as such Loan
is a Daily Simple RFR Loan, and (v) at the Adjusted Market Index Rate, as in effect
from time to time for all Swingline Loans, and (vi) at Adjusted Term
CORRA plus the Applicable Percentage, as in effect during such periods as such Loan is a Term CORRA Loan.
(b) Default
Interest. Upon the occurrence and during the continuance of any Event of Default under Section 8.1(a), 8.1(f) or
8.1(g) and (at the election of the Required Lenders) upon the occurrence and during the continuance of any other Event of
Default, any principal of or interest on any Loan or any Reimbursement Obligation, or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest at
a rate per annum equal to the interest rate applicable from time to time thereafter (including the Applicable Percentage) to such Loans
or other amounts plus 2% (or, in the case of interest, fees and other amounts for which no rate is provided hereunder, at the Adjusted
Base Rate plus 2%), and, in each case, such default interest shall be payable on demand. To the greatest extent permitted by law,
interest shall continue to accrue after the filing by or against the Borrower of any petition seeking any relief under any Debtor Relief
Law.
(c) Interest
Payment Date. Accrued (and theretofore unpaid) interest shall be payable as follows:
(i) in
respect of each Base Rate Loan (including any Base Rate Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6,
except as provided hereinbelow), Daily Simple RFR Loan and each Market Index Rate Loan, in arrears on the last Business Day of each calendar
month, beginning with the first such day to occur after the Closing Date; provided that, in the event the Loans are repaid or prepaid
in full and the Commitments have been terminated, then accrued interest in respect of all Base Rate Loans, Daily Simple RFR Loans and
Market Index Rate Loans shall be payable together with such repayment or prepayment on the date thereof;
(ii) in
respect of each Eurocurrency Rate Loan, Term CORRA Loan or Term SOFR
Loan (including any Eurocurrency Rate Loan, Term CORRA Loan or Term
SOFR Loan or portion thereof paid or prepaid pursuant to the provisions of Section 2.6, except as provided hereinbelow), in
arrears on the last Business Day of the Interest Period applicable thereto (subject to the provisions of Section 2.10(iv));
provided that, in the event all Eurocurrency Rate Loans, Term CORRA
Loans or Term SOFR Loans made pursuant to a single Borrowing are repaid or prepaid in full, then accrued interest in respect of
such Eurocurrency Rate Loans, Term CORRA Loans or Term SOFR Loans
shall be payable together with such repayment or prepayment on the date thereof and any amounts due under Section 2.17, to
the extent applicable; and
(iii) in
respect of any Loan, at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand.
(d) Maximum.
Nothing contained in this Agreement or in any other Credit Document shall be deemed to establish or require the payment of interest to
any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any
Lender on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount
of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In
the event of any such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of
such Lender on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Lender,
then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such
maximum permissible amount; provided that at no time shall the aggregate amount by which interest paid for the account of any Lender
has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced
pursuant to the previous sentence.
(e) Determination.
The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of Eurocurrency
Rate Loans and RFR Loans after its receipt of the relevant Notice of Borrowing or Notice of Conversion/Continuation, and upon each change
in the Base Rate; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders
with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the
part of the Administrative Agent to the Borrower or any Lender. Each such determination (including each determination of the Eurocurrency
Reserve Percentage) shall, absent manifest error, be conclusive and binding on all parties hereto.
(f) Initial
Benchmark Conforming Changes. In connection with the use or administration of any Benchmark, the Administrative Agent will have the
right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit 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 Credit Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness
of any Conforming Changes in connection with the use or administration of any Benchmark.
(g) Interest
Act (Canada). 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
| (a) | The Borrower agrees to pay: |
(i) To
Wells Fargo, for its own account, the administrative fee required under the Wells Fargo Fee Letter to be paid to Wells Fargo, in the amounts
due and at the times due as required by the terms thereof;
(ii) To
BofA, for its own account, the administrative fee required under the BofA Fee Letter to be paid to BofA, in the amounts due and at the
times due as required by the terms thereof;
(iii) Subject
to Section 2.23, to theTo the
Administrative Agent, for the account of each Dollar Revolving Lender, a commitment fee for each calendar
quarter (or portion thereof) for the period from and including the Closing Date to but excluding such Dollar Revolving Lender’s
Termination Date, at a per annum rate equal to the applicable rate for commitment fees as set forth in the definition of Applicable Percentage
in effect for such fee from time to time during such quarter on such Dollar Revolving Lender’s ratable share (based on the proportion
that its Dollar Revolving Commitment bears to the aggregate Dollar Revolving Commitments) of the average daily aggregate Unutilized Dollar
Revolving Commitments (excluding the aggregate principal amount of all Dollar Swingline Loans for purposes of determining such commitment
fee), payable in arrears (i) on the last Business Day of each calendar quarter, beginning with the first such day to occur after
the Closing Date, and (ii) on such Dollar Revolving Lender’s Termination Date;
(iv) Subject
to Section 2.23, to theTo the
Administrative Agent, for the account of each Multicurrency Revolving Lender, a commitment fee for each
calendar quarter (or portion thereof) for the period from and including the Closing Date to but excluding such Multicurrency Revolving
Lender’s Termination Date, at a per annum rate equal to the applicable rate for commitment fees as set forth in the definition of
Applicable Percentage in effect for such fee from time to time during such quarter on such Multicurrency Revolving Lender’s ratable
share (based on the proportion that its Multicurrency Revolving Commitment bears to the aggregate Multicurrency Revolving Commitments)
of the average daily aggregate Unutilized Multicurrency Revolving Commitments (excluding the aggregate principal amount of all Multicurrency
Swingline Loans for purposes of determining such commitment fee), payable in arrears (i) on the last Business Day of each calendar
quarter, beginning with the first such day to occur after the Closing Date, and (ii) on such Multicurrency Revolving Lender’s
Termination Date;
(v) To
the Administrative Agent, for the account of each Dollar Revolving Lender, a letter of credit fee for each calendar quarter (or portion
thereof) in respect of all Dollar Letters of Credit outstanding during such quarter, at a per annum rate equal to the Applicable Percentage
in effect from time to time during such quarter for Eurocurrency Rate Loans or RFR Loans, on such Lender’s ratable share (based
on the proportion that its Dollar Revolving Commitment bears to the aggregate Dollar Revolving Commitments, or if the Dollar Revolving
Commitments have been terminated, based upon the proportion that its Dollar Revolving Credit Exposure bears to the Aggregate Dollar Revolving
Credit Exposure) of the daily average aggregate Stated Amount of such Dollar Letters of Credit, payable in arrears (i) on the last
Business Day of each calendar quarter, beginning with the first such day to occur after the Closing Date, and (ii) on the later of
such Dollar Revolving Lender’s Termination Date and the last date on which all Dollar Letters of Credit that were outstanding on
such Dollar Revolving Lender’s Termination Date are terminated;
(vi) To
the Administrative Agent, for the account of each Multicurrency Revolving Lender, a letter of credit fee for each calendar quarter (or
portion thereof) in respect of all Multicurrency Letters of Credit issued for the account of the Borrower outstanding during such quarter,
at a per annum rate equal to the Applicable Percentage in effect from time to time during such quarter for Eurocurrency Rate Loans or
RFR Loans, on such Lender’s ratable share (based on the proportion that its Multicurrency Revolving Commitment bears to the aggregate
Multicurrency Revolving Commitments, or if the Multicurrency Revolving Commitments have been terminated, based upon the proportion that
its Multicurrency Revolving Credit Exposure bears to the Aggregate Multicurrency Revolving Credit Exposure) of the daily average aggregate
Stated Amount of such Multicurrency Letters of Credit, payable in arrears (i) on the last Business Day of each calendar quarter,
beginning with the first such day to occur after the Closing Date, and (ii) on the later of such Multicurrency Revolving Lender’s
Termination Date and the last date on which all Multicurrency Letter of Credits that were outstanding on such Multicurrency Revolving
Lender’s Termination Date are terminated;
(vii) To
Wells Fargo, for its own account in its capacity as the Issuing Lender, the fronting fee required under the Wells Fargo Fee Letter to
be paid to Wells Fargo with respect to each Letter of Credit issued for the account of the Borrower, in the amounts due and at the times
due as required by the terms thereof; and
(viii) To
the Issuing Lender, for its own account, such commissions, transfer fees and other fees and charges incurred in connection with the issuance
and administration of each Letter of Credit issued for the account of the Borrower as are customarily charged from time to time by the
Issuing Lender for the performance of such services in connection with similar letters of credit, or as may be otherwise agreed to by
the Issuing Lender, but without duplication of amounts payable under Section 2.9(a)(vii).
2.10 Interest
Periods. Concurrently with the giving of a Notice of Borrowing of Eurocurrency Rate Loans,
Term CORRA Loans or Term SOFR Loans or Notice of Conversion/Continuation in respect of any Borrowing comprised of Base Rate Loans
to be converted into, or Eurocurrency Rate Loans, Term CORRA Loans
or Term SOFR Loans to be continued as, Eurocurrency Rate Loans, Term CORRA
Loans or Term SOFR Loans, the Borrower shall have the right to elect, pursuant to such notice, the interest period (each, an “Interest
Period”) to be applicable to such Eurocurrency Rate Loan, Term
CORRA Loan or Term SOFR Loan, which Interest Period shall, at the option of the Borrower, be a one- or three- month period; provided,
however, that:
(i) all
Eurocurrency Rate Loans, Term CORRA Loans or Term SOFR Loans comprising
a single Borrowing shall at all times have the same Interest Period;
(ii) the
initial Interest Period for any Eurocurrency Rate Loan, Term CORRA Loan
or Term SOFR Loan shall commence on the date of the Borrowing of such Eurocurrency Rate Loan,
Term CORRA Loan or Term SOFR Loan (including the date of any continuation of, or conversion into, such Eurocurrency Rate Loan,
Term CORRA Loan or Term SOFR Loan), and each successive Interest Period applicable to such Eurocurrency Rate Loan,
Term CORRA Loan or Term SOFR Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires;
(iii) there
shall be no more than 10 separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate
even if they are coterminous);
(iv) if
any Interest Period otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire
on the next preceding Business Day;
(v) the
Borrower may not select any Interest Period that expires after the Maturity Date;
(vi) if
any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest
Period would otherwise expire, such Interest Period shall expire on the last Business Day of such calendar month;
(vii) the
Borrower may not select any Interest Period (and consequently, no Eurocurrency Rate Loan,
Term CORRA Loan or Term SOFR Loan shall be made) if an Event of Default shall have occurred and be continuing at the time of such
Notice of Borrowing or Notice of Conversion/Continuation with respect to any Borrowing; and
(viii) no
tenor that has been removed from this definition pursuant to Section 2.15(h)(iv) shall be available for specification
in any Notice of Borrowing or Notice of Conversion/Continuation.
| 2.11 | Conversions and Continuations. |
(a) General.
The Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect to (i) convert at any time,
subject to the notice requirements herein, all or any portion of any outstanding Base Rate Loans into one or more Term SOFR Loans, (ii) upon
the expiration of any Interest Period therefor, (A) convert all or any part of any outstanding Term SOFR Loan into Base Rate Loans
or (B) continue any Term SOFR Loans as Term SOFR Loans, (iii) upon the expiration of any Interest Period therefor,
continue any Term CORRA Loans as Term CORRA Loans, (iv) upon the expiration of any Interest Period therefor, continue any
Eurocurrency Rate Loans as Eurocurrency Rate Loans, (iv) upon the occurrence of the interest payment date therefor pursuant to Section 2.8(c),
continue any Daily Simple RFR Loans as Daily Simple RFR Loans; provided that (t) Borrowings of a Class may only be continued
as or converted into a Borrowing of the same Class, (u) a Borrowing denominated in one Currency may not be continued as, or converted
to, a Borrowing in a different Currency, (v) a Borrowing of Eurocurrency Rate Loans or RFR Loans denominated in a Foreign Currency
may not be converted to a Borrowing of a different Type, (w) any such conversion of Term SOFR Loans into Base Rate Loans shall involve
an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; any such
conversion of Base Rate Loans into Term SOFR Loans, or the continuation of any Eurocurrency Rate Loans or Term SOFR Loans shall involve
an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; and no
partial conversion of Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such Term SOFR
Loans to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, (x) except as otherwise
provided in Section 2.15(f), Term SOFR Loans may be converted into Base Rate Loans only on the last day of the Interest Period
applicable thereto (and, in any event, if a Term SOFR Loan is converted into a Base Rate Loan on any day other than the last day of the
Interest Period applicable thereto, the Borrower will pay, upon such conversion, all amounts required under Section 2.17 to
be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Swingline Loans and
(z) no conversion of Base Rate Loans into Term SOFR Loans or continuation of Eurocurrency Rate Loans or RFR Loans shall be permitted
during the continuance of an Event of Default.
(b) Procedure.
The Borrower shall make each such election by giving the Administrative Agent written notice (i) not later than 12:00 noon, Charlotte,
North Carolina time, three RFR Business Days prior to the intended effective date of any conversion of Base Rate Loans into Term SOFR
Loans, or any continuation of Term SOFR Loans or Term CORRA Loans (ii) not
later than 12:00 noon, Charlotte, North Carolina time, four Eurocurrency Banking Days prior to the intended effective date of any continuation
of Eurocurrency Rate Loans, (iii) not later than 12:00 noon, Charlotte, North Carolina time, one Business Day prior to the intended
effective date of any conversion of Term SOFR Loans into Base Rate Loans and (iv) not later than 12:00 noon, Charlotte, North Carolina
time at least five RFR Business Days before the day on which a proposed conversion or continuation of a RFR Loan denominated in a Foreign
Currency (other than Canadian Dollars) is to be effective. Each such
notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3
and shall specify (x) the date of such conversion or continuation (which shall be a Business Day), (y) in the case of a
conversion into, or a continuation of, Eurocurrency Rate Loans, Term CORRA
Loans or Term SOFR Loans, the Interest Period to be applicable thereto, and (z) the aggregate amount, Class, Currency and
Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will
promptly notify each applicable Lender of the proposed conversion or continuation. If the Borrower fails to deliver a timely Notice of
Conversion/Continuation with respect to a Daily Simple RFR Loan prior to the interest payment date therefor pursuant to Section 2.8(c),
then, unless such RFR Loan is repaid as provided herein, the Borrower shall be deemed to have selected that such RFR Loan shall automatically
be converted to an Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Amount of the applicable Foreign Currency)
as of such interest payment date. If the Borrower fails to deliver a timely Notice of Conversion/Continuation with respect to a Eurocurrency
Rate Loan, Term CORRA Loan or a Term SOFR Loan prior to the end of
the Interest Period therefor, then, unless such Eurocurrency Rate Loan, Term
CORRA Loan or Term SOFR Loan, as applicable, is repaid as provided herein, the Borrower shall be deemed to have selected that such
Eurocurrency Rate Loan, Term CORRA Loan or Term SOFR Loan, as applicable,
shall automatically be continued for an Interest Period of one month. If the Borrower requests a conversion to, or continuation of, a
Eurocurrency Rate Loan, Term CORRA Loan or a Term SOFR Loan, but fails
to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
| 2.12 | Method of Payments; Computations; Apportionment of Payments. |
(a) Payments
by Borrower. All payments by the Borrower hereunder shall be made without setoff, counterclaim or other defense, in the applicable
Currency and in Same Day Funds to the Administrative Agent, for the account of the Lenders entitled to such payment or the Administrative
Agent, the Multicurrency Agent, the Issuing Lender or the Swingline Lenders, as the case may be (except as otherwise expressly provided
herein as to payments required to be made directly to the Lenders) at its Payment Office prior to 1:00 p.m., Local Time, on the date payment
is due. Any payment made as required hereinabove, but after 1:00 p.m., Local Time, shall be deemed to have been made on the next succeeding
Business Day. If any payment falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding
Business Day (except that in the case of Eurocurrency Rate Loans, Term CORRA
Loans or Term SOFR Loans to which the provisions of Section 2.10(iv) are applicable, such due date shall be the
next preceding Business Day), and such extension of time shall then be included in the computation of payment of interest, fees or other
applicable amounts.
(b) Distributions
by Administrative Agent. The Administrative Agent will distribute to the Lenders like amounts relating to payments made to the Administrative
Agent for the account of the Lenders as follows: (i) if the payment is received by 1:00 p.m., Local Time, in Same Day Funds, the
Administrative Agent will make available to each relevant Lender on the same date, by wire transfer of Same Day Funds, such Lender’s
ratable share of such payment (based on the percentage that the amount of the relevant payment owing to such Lender bears to the total
amount of such payment owing to all of the relevant Lenders), and (ii) if such payment is received after 1:00 p.m., Local Time, or
in other than Same Day Funds, the Administrative Agent will make available to each such Lender its ratable share of such payment by wire
transfer of Same Day Funds on the next succeeding Business Day (or in the case of uncollected funds, as soon as practicable after collected).
If the Administrative Agent shall not have made a required distribution to the appropriate Lenders as required hereinabove after receiving
a payment for the account of such Lenders, the Administrative Agent will pay to each such Lender, on demand, its ratable share of such
payment with interest thereon at the Overnight Rate for each day from the date such amount was required to be disbursed by the Administrative
Agent until the date repaid to such Lender.
(c) Payment
Reliance. 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 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, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then
each Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to
such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the Overnight Rate.
(d) Computations.
All computations of interest and fees hereunder (including computations of the Eurocurrency Reserve Percentage) shall be made on the basis
of a year consisting of (i) in the case of interest on Base Rate Loans based on the prime commercial lending rate of the Person serving
as the Administrative Agent and Multicurrency Revolving Loans or Multicurrency Swingline Loans denominated in Sterling or Canadian Dollars,
365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each case under (i) and (ii) above,
with regard to the actual number of days (including the first day, but excluding the last day) elapsed, except that interest on Loans
denominated in any Foreign Currency as to which market practice differs from the foregoing shall be computed in accordance with market
practice for such Loans.
(e) Application
after Acceleration. Notwithstanding any other provision of this Agreement or any other Credit Document to the contrary, all amounts
collected or received by the Administrative Agent or any Lender after acceleration of the Loans pursuant to Section 8.2 shall
be applied as follows:
(i) first,
to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and consultants’ fees irrespective
of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Administrative Agent in connection with
enforcing the rights of the Lenders under the Credit Documents;
(ii) second,
to the payment of any fees owed to the Administrative Agent hereunder or under any other Credit Document;
(iii) third,
to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ and consultants’
fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Lenders in connection
with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender;
(iv) fourth,
to the payment of all of the Obligations consisting of accrued fees and interest (including fees incurred and interest accruing at the
then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and interest accruing
is allowed in such proceeding);
(v) fifth,
to the payment of the outstanding principal amount of the Obligations (including the payment of any outstanding Reimbursement Obligations
and the obligation to cash collateralize Letter of Credit Exposure);
(vi) sixth,
to the payment of all other Obligations and other obligations that shall have become due and payable under the Credit Documents and not
repaid; and
(vii) seventh,
to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus.
In carrying out the foregoing, (x) amounts received shall be applied
in the numerical order provided until exhausted prior to application to the next succeeding category, and (y) all amounts shall be
apportioned ratably among the Lenders in proportion to the amounts of such principal, interest, fees or other Obligations owed to them
respectively pursuant to clauses (iii) through (vii) above.
| 2.13 | Recovery of Payments. |
(a) From
Borrower. The Borrower agrees that to the extent the Borrower makes a payment or payments to or for the account of the Administrative
Agent, the Issuing Lender or any Lender, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law (whether as
a result of any demand, settlement, litigation or otherwise), then, to the extent of such payment or repayment, the Obligation intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been received.
(b) From
Lenders. If any amounts distributed by the Administrative Agent to any Lender are subsequently returned or repaid by the Administrative
Agent to the Borrower, its representative or successor in interest, or any other Person, whether by court order, by settlement approved
by the Lender in question, or pursuant to applicable Requirements of Law, such Lender will, promptly upon receipt of notice thereof from
the Administrative Agent, pay the Administrative Agent such amount. If any such amounts are recovered by the Administrative Agent from
the Borrower, its representative or successor in interest or such other Person, the Administrative Agent will redistribute such amounts
to the Lenders on the same basis as such amounts were originally distributed.
(a) General.
Except in the case of Swingline Loans, all fundings, continuations and conversions of Loans of any Class,
and the funding of any Pre-Closing Funded Amount, shall be made by the Lenders pro rata on the basis of their respective
Commitments of such Class (in the case of the funding of Loans of such Class pursuant to Section 2.2 or
any Pre-Closing Funded Amount pursuant to Section 2.23) or on the basis of their respective outstanding Loans
of such Class (in the case of continuations and conversions of Loans of such Class pursuant to Section 2.11, or
in the event the Commitments for Loans of such Class have expired or have been terminated), as the case may be from time to time.
All payments on account of principal of or interest on any Loans, fees or any other Obligations owing to or for the account of any one
or more Lenders shall be apportioned ratably among such Lenders in proportion to the amounts of such principal, interest, fees or other
Obligations owed to them respectively, other than payments to a Lender in connection with the reduction of such Lender’s Commitment
pursuant to Section 2.18.
(b) Sharing
of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender’s receiving payment of a proportion
of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than its pro rata share thereof as
provided herein (other than payments to such Lender in connection with the reduction of such Lender’s Commitment pursuant to Section 2.18),
then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact and (ii) purchase (for
cash at face value) participations in the Loans and such other Obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Loans and other amounts owing them; provided that (x) if any such
participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without interest, and (y) the provisions of this Section 2.14
shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms
of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of
Cash Collateral or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any
of its Loans, Swingline Loans or Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof
(as to which the provisions of this Section 2.14(b) shall apply). The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law,
any Lender receives a secured claim in lieu of a setoff to which this Section 2.14(b) applies, such Lender shall, to
the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 2.14(b) to share in the benefits of any recovery on such secured claim.
| 2.15 | Increased Costs; Change in Circumstances; Illegality. |
| (a) | Increased Costs Generally. If any Change in Law shall: |
(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender (except the reserve requirement reflected in the Adjusted
Eurocurrency Rate) or the Issuing Lender;
(ii) subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or
(iii) impose
on any Lender or the Issuing Lender or (with respect to Eurocurrency Rate Loans) the London or other applicable offshore interbank market
any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit
or participation therein, excluding costs or expenses to the extent reflected in the Adjusted Eurocurrency Rate;
and the result of any of the foregoing shall be to increase the cost
to such Lender or such other Recipient of continuing, converting, making or maintaining any Loan (or of maintaining its obligation to
continue, convert or make any such Loan) by an amount deemed by such Lender or such other Recipient to be material, or to increase the
cost to such Lender, the Issuing Lender or such other Recipient 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) by an amount deemed by such Lender, the Issuing Lender
or such other Recipient to be material, or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or
such other Recipient hereunder (whether of principal, interest or any other amount) by an amount deemed by such Lender, the Issuing Lender
or such other Recipient to be material, then, upon request of such Lender, the Issuing Lender or such other Recipient, the Borrower will
pay to such Lender, the Issuing Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender, the Issuing Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital
Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or
any Lending Office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital
or on the capital of such Lender’s or the Issuing Lender’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 held by, such Lender, or the Letters of Credit
issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or the Issuing Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s
policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy and liquidity)
by an amount deemed by such Lender or the Issuing Lender, as the case may be, to be material, then from time to time the Borrower will
pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the
Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.
(c) Certificates
for Reimbursement. A certificate of a Lender or the Issuing Lender (which shall set forth the basis for such amount and the calculation
thereof in reasonable detail) setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its respective
holding company, as specified in Section 2.15(a) or 2.15(b), and delivered to the Borrower shall be conclusive
absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such
certificate within 15 Business Days after receipt thereof.
(d) Delay
in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to the foregoing provisions
of this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to the foregoing
provisions of this Section 2.15 for any increased costs incurred or reductions suffered more than 180 days prior to the date
that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof).
(e) Inadequacy
or Indeterminacy. Subject to Section 2.15(h), in connection with any RFR Loan or Eurocurrency Rate Loan, a request therefor,
a conversion to or a continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination
shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR is utilized in any calculations hereunder or
under any other Credit Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and adequate
means do not exist for ascertaining Daily Simple RFR pursuant to the definition thereof or (y) if Adjusted Term SOFR,
Adjusted Term CORRA or a Eurocurrency Rate is utilized in any calculations hereunder or under any other Credit Document with respect
to any Obligations, interest, fees, commissions or other amounts, as applicable, reasonable and adequate means do not exist for ascertaining
Adjusted Term SOFR, Adjusted Term CORRA or such Eurocurrency Rate,
as applicable, for the applicable Currency and the applicable Interest Period with respect to a proposed Term SOFR Loan,
Term CORRA Loan or Eurocurrency Rate Loan, as applicable, on or prior to the first day of such Interest Period, (ii) the Administrative
Agent shall determine (which determination shall be conclusive and binding absent manifest error) that a fundamental change has occurred
in the foreign exchange or interbank markets with respect to an applicable Foreign Currency (including changes in national or international
financial, political or economic conditions or currency exchange rates or exchange controls), (iii) with respect to any Eurocurrency
Rate Loan, the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits
are not being offered in the applicable Currency to banks in the London or other applicable offshore interbank market for the applicable
Currency, amount or Interest Period of such Eurocurrency Rate Loan, or (iv) the Required Lenders shall determine (which determination
shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR is utilized in any calculations hereunder or
under any other Credit Document with respect to any Obligations, interest, fees, commissions or other amounts, Daily Simple RFR does not
adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans or (y) if Adjusted Term SOFR,
Adjusted Term CORRA or a Eurocurrency Rate is utilized in any calculations hereunder or under any other Credit Document with respect
to any Obligations, interest, fees, commissions or other amounts, Adjusted Term SOFR,
Adjusted Term CORRA or such Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of
making or maintaining such Loans during the applicable Interest Period and, in the case of (x) or (y), the Required Lenders have
provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice
thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make RFR Loans
or Eurocurrency Rate Loans, as applicable, in each such Currency, and any right of the Borrower to convert any Loan in each such Currency
(if applicable) to or continue any Loan as an RFR Loan or a Eurocurrency Rate Loan, as applicable, in each such Currency, shall be suspended
(to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans,
Term CORRA Loans or Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (with respect to clause
(iv), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any
pending request for a borrowing of, conversion to or continuation of RFR Loans or Eurocurrency Rate Loans in each such affected Currency
(to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans,
Term CORRA Loans or Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, (I) in the case of any request
for a borrowing of an affected Term SOFR Loan, the Borrower will be deemed to have converted any such request into a request for a borrowing
of or conversion to Base Rate Loans in the amount specified therein and (II) in the case of any request for a borrowing of an affected
RFR Loan or Eurocurrency Rate Loan in a Foreign Currency, then such request shall be ineffective and (B)(I) any outstanding affected
Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any
outstanding affected Loans denominated in a Foreign Currency, at the Borrower’s election, shall either (1) be converted into
Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) immediately or, in the case
of Eurocurrency Rate Loans or Term CORRA Loans, at the end of the
applicable Interest Period or (2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans or
Term CORRA Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by
the date that is the earlier of (x) three Business Days after receipt by the Borrower of such notice or (y) with respect to
a Eurocurrency Rate Loan or a Term CORRA Loan the last day of the
current Interest Period, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount
so prepaid or converted, together with any additional amounts required pursuant to Section 2.17.
(f) Illegality.
Notwithstanding any other provision in this Agreement, if, at any time after the date hereof and from time to time, the introduction of,
or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their
respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices)
to honor its obligations hereunder to make or maintain any Daily Simple RFR Loan, Term SOFR Loan,
Term CORRA Loan or Eurocurrency Rate Loan, or to determine or charge interest based upon any applicable RFR, Daily Simple RFR,
the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, the Term CORRA
Reference Rate, Term CORRA, Adjusted Term CORRA, the Eurocurrency Rate or the Adjusted Eurocurrency Rate, such Lender shall promptly
give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other
Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the
Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation
of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as applicable, in the affected Currency or Currencies, and any right of the
Borrower to convert any Loan denominated in Dollars to a Term SOFR Loan or continue any Loan as an RFR Loan or a Eurocurrency Rate Loan,
as applicable, in the affected Currency or Currencies shall be suspended and (ii) if necessary to avoid such illegality, the Administrative
Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an
Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative
Agent), prepay or, if applicable, (A) convert all Term SOFR Loans to Base Rate Loans or (B) convert all RFR Loans or Eurocurrency
Rate Loans denominated in an affected Foreign Currency to Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount
of such Foreign Currency) (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without
reference to clause (c) of the definition of “Base Rate”), (I) with respect to Daily Simple RFR Loans, on the interest
payment date therefor pursuant to Section 2.8(c), if all affected Lenders may lawfully continue to maintain such Daily Simple
RFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Daily Simple RFR Loans to such day or
(II) with respect to Eurocurrency Rate Loans, Term CORRA Loans
or Term SOFR Loans, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Eurocurrency
Rate Loans, Term CORRA Loans or Term SOFR Loans, as applicable, to
such day, or immediately, if any Lender may not lawfully continue to maintain such Eurocurrency Rate Loans,
Term CORRA Loans or Term SOFR Loans, as applicable, to such day. Upon any such prepayment or conversion, the Borrower shall also
pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted,
together with any additional amounts required pursuant to Section 2.17.
(g) Similar
Treatment. Notwithstanding the foregoing Sections 2.15(a), 2.15(b), and 2.15(f), no Lender or Recipient shall impose
any costs specified therein or make any request for compensation pursuant thereto (or be entitled to any such additional costs) unless
such Lender or Recipient is then generally imposing such cost upon or requesting such compensation from borrowers that are financial institutions
in connection with similar credit facilities containing similar provisions and at the time of such request certifies to the Borrower to
the effect of the foregoing.
| (h) | Benchmark Replacement Setting. |
(i) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition
Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with
a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the
fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the
Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders
comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.15(h)(i) will
occur prior to the applicable Benchmark Transition Start Date.
(ii) Benchmark
Replacement Conforming Changes. In connection with the use, administration adoption or implementation of a Benchmark Replacement,
the Administrative Agent, in consultation with the Borrower, will have the right to make Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Credit 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 Credit Document.
(iii) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the
implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the
removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.15(h)(iv) (y) the
commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative
Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15(h), including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take
or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly
required pursuant to this Section 2.15(h).
(iv) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including the Term
SOFR Reference Rate, EURIBOR, TIBOR, or CDORthe
Term CORRA Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory
supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor
for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non- representative
tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen
or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement
that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may
modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after
such time to reinstate such previously removed tenor.
(v) Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect
to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans
or Eurocurrency Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in
the applicable Currency and, failing that, (I) in the case of any request for any affected Term SOFR Loans, if applicable, the Borrower
will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified
therein and (II) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in a Foreign Currency,
if applicable, then such request shall be ineffective and (B)(I) any outstanding affected Term SOFR Loans, if applicable, will be
deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected
RFR Loans or Eurocurrency Rate Loans, in each case, denominated in a Foreign Currency, at the Borrower’s election, shall either
(1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) immediately
or, in the case of Eurocurrency Rate Loans or Term CORRA Loans, at
the end of the applicable Interest Period or (2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans or
Term CORRA Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan,
if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice,
the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate
Loan or Term CORRA Loan, if no election is made by the Borrower by
the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last
day of the current Interest Period for the applicable Eurocurrency Rate Loan or
Term CORRA Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount
so prepaid or converted, together with any additional amounts required pursuant to Section 2.17. During a Benchmark Unavailability
Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component
of the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such
Benchmark, as applicable, will not be used in any determination of Base Rate.
(a) Issuing
Lender. For purposes of this Section 2.16, the term “Lender” includes any Issuing Lender.
(b) Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Credit Document shall be made without
deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then
the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the
sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such
deductions and withholdings applicable to additional sums payable under this Section 2.16) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.
(c) Payment
of Other Taxes by the Borrower. The Borrower (without duplication of Section 2.16(b)) shall timely pay to the relevant
Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent or such other Recipient timely
reimburse it for the payment of, any Other Taxes.
(d) Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, within 10 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16)
payable or paid by such Recipient (whether directly or pursuant to Section 2.16(e)) or required to be withheld or deducted
from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto. A certificate as
to the amount of such payment or liability (which shall be in reasonable detail) delivered to the Borrower by a Lender (with a copy to
the Administrative Agent), or by the Primary Administrative Agent or Backup Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error. The Primary Administrative Agent, Backup Administrative Agent and each Lender agrees to cooperate
with any reasonable request made by the Borrower in respect of a claim of a refund in respect of Indemnified 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 2.16(d) if
(i) the Borrower has agreed in writing to pay all of the Primary Administrative Agent’s, Backup Administrative Agent’s
or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Primary Administrative Agent,
Backup Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened
or prejudiced as a result of such claim and (iii) the Borrower furnishes, upon request of the Primary Administrative Agent, Backup
Administrative Agent or such Lender, an opinion of tax counsel (such opinion and such counsel to be reasonably acceptable to the Primary
Administrative Agent, Backup Administrative Agent or such Lender) to the effect that such Indemnified Taxes were wrongly or illegally
imposed. This Section 2.16(d) shall not be construed to require any indemnified party to make available its Tax returns
(or any other information relating to its Taxes that it reasonably deems confidential) to the Borrower or any other Person.
(e) Indemnification
by the Lenders. Each Lender shall severally indemnify the Primary Administrative Agent and the Backup Administrative Agent, within
10 Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the
Borrower has not already indemnified the Primary Administrative Agent or the Backup Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with
the provisions of Section 10.6(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by the Primary Administrative Agent or the Backup Administrative Agent
in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to any Lender by the Primary Administrative Agent or the Backup Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Primary Administrative Agent and the Backup Administrative Agent to set off and apply any and
all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Primary Administrative Agent or the
Backup Administrative Agent to such Lender from any other source against any amount due to the Primary Administrative Agent or the Backup
Administrative Agent under this Section 2.16(e).
(f) Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.16,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.
(i) Any
Lender that is entitled to an exemption from, or reduction in the rate of, the imposition, deduction or withholding of any Indemnified
Taxes with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time
or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without imposition, deduction or withholding
of such Indemnified Taxes or at a reduced rate. 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 2.16(g)(ii)(A), 2.16(g)(ii)(B) or
2.16(g)(ii)(D)) shall not be required if such Lender is not legally able to complete, execute and submit such documentation.
(ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A) any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:
(1) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other
applicable payments under any Credit Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
| (2) | executed copies of IRS Form W-8ECI; |
(3) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit E-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
(4) to
the extent a Foreign Lender is not the beneficial owner of a payment received under any of the Credit Documents, executed copies of IRS
Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in
the form of Exhibit E-2 or Exhibit E-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 E-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 Credit Document would be subject to Tax imposed by FATCA if such Lender were to fail to comply with
the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such
time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this Section 2.16(g)(ii)(D), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.
Each Lender agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(h) Treatment
of Certain Refunds. If any party determines, in its reasonable discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional amounts
pursuant to this Section 2.16) or that it has obtained, utilized and retained a Tax credit or relief which is attributable
to such indemnity payment or additional amount, it shall pay to the indemnifying party an amount equal to such refund or the amount of
such credit or relief (but only to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes
giving rise to such refund, credit or relief), net of all reasonable out-of-pocket expenses of such indemnified party and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund, credit or relief). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.16(h) (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required
to repay an amount in respect of such refund, credit or relief to such Governmental Authority. Notwithstanding anything to the contrary
in this Section 2.16(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this Section 2.16(h) the payment of which would place the indemnified party in a less favorable net after-Tax position
than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund, credit
or relief had never been paid. This Section 2.16(h) shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it reasonably deems confidential) to the indemnifying party or any
other Person.
(j) Survival.
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Primary Administrative
Agent or the Backup Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all obligations under any Credit Document.
2.17 Compensation.
The Borrower will compensate each Lender upon demand for all losses, expenses and liabilities (including any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds or from any fees payable) that such Lender may incur
or sustain (i) if for any reason (other than a default by such Lender) a Borrowing or continuation of, or conversion into, a RFR
Loan or an Eurocurrency Rate Loan to the Borrower does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
given by the Borrower, (ii) if any repayment, prepayment or conversion of any Term SOFR Loan,
Term CORRA Loan or Eurocurrency Rate Loan occurs on a date other than the last day of an Interest Period applicable thereto (including
as a consequence of any assignment made pursuant to Section 2.18(a), a repayment made pursuant to Section 2.18(c) or
any acceleration of the maturity of the Loans pursuant to Section 8.2), (iii) if any repayment, prepayment or conversion
of any Daily Simple RFR Loan occurs on a date other than on the interest payment date therefor pursuant to Section 2.8(c),
(iv) if any prepayment of any RFR Loan or Eurocurrency Rate Loan to the Borrower is not made on any date specified in a notice of
prepayment given by the Borrower (including any notice that is thereafter revoked in accordance with Section 2.7(a)) or (v) as
a consequence of any other failure by the Borrower to make any payments with respect to any RFR Loan or Eurocurrency Rate Loan to the
Borrower when due hereunder. Calculation of all amounts payable to a Lender under this Section 2.17 in respect of Eurocurrency
Rate Loans shall be made as though such Lender had actually funded its relevant Eurocurrency Rate Loan in the London or other applicable
offshore interbank market for such Currency, whether or not such Eurocurrency Rate Loan was in fact so funded; provided, however,
that each Lender may fund its Eurocurrency Rate Loans in any manner it sees fit and the foregoing assumption shall be utilized only for
the calculation of amounts payable under this Section 2.17. A certificate (which shall be in reasonable detail) showing the
bases for the determinations set forth in this Section 2.17 by any Lender as to any additional amounts payable pursuant to
this Section 2.17 shall be submitted by such Lender to the Borrower either directly or through the Administrative Agent. Determinations
set forth in any such certificate made in good faith for purposes of this Section 2.17 of any such losses, expenses or liabilities
shall be conclusive absent manifest error.
| 2.18 | Replacement or Removal of Lenders; Mitigation of Costs. |
(a) Replacement
of Lenders. The Borrower may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation
from the Borrower under Sections 2.15(a) or 2.15(b) or payments from the Borrower under Section 2.16,
or (ii) the obligation of which to make or maintain Loans has been suspended under Section 2.15(f) or (iii) that
is a Defaulting Lender or a Non-Consenting Lender, in any case upon notice to such Lender and the Administrative Agent, to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6),
all of its interests, rights and obligations (other than its existing rights to payments pursuant to Section 2.15 or 2.16
or, in the case of any ICE Benchmark Non-Consenting Lender, its interests, rights and obligations with respect to any portion of its
Commitment that is simultaneously reduced to zero in accordance with Section 2.18(c) as described in Section 2.18(d))
under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that:
(i) the
Administrative Agent shall have received the assignment fee specified in Section 10.6(b)(iv), which fee shall be payable by
the Borrower or such assignee;
(ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any funded participations in Letters
of Credit and Swingline Loans not refinanced through the Borrowing of Revolving Loans, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) 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);
(iii) in
the case of any such assignment resulting from a request for compensation under Section 2.15(a) or 2.15(b) or
payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or
payments thereafter;
(v) in
the case of an assignment of the interests, rights and obligations under this Agreement and the related Credit Documents of a Non-Consenting
Lender, such assignee shall have approved (or shall approve) such consent, waiver or amendment that resulted in the Non-Consenting Lender
becoming a Non-Consenting Lender; and
| (vi) | such assignment does not conflict with applicable Requirements of Law. |
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.
(b) Designation
of a Different Lending Office. If any Lender requests compensation under Section 2.15(a) or 2.15(b), or the
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15(a), 2.15(b) or 2.16, as the case may be, in
the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (ii) in each case, would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(c) Removal
of Lenders. The Borrower may, at any time at its sole expense and effort, permanently reduce to zero the Commitment of any Lender
that is an ICE Benchmark Non-Consenting Lender (as defined below) (and thereby reduce the aggregate Commitments of the applicable Class by
the amount of such reduction), and upon such reduction of its Commitment, such ICE Benchmark Non-Consenting Lender shall cease to be a
Lender under this Agreement and shall have no rights or obligations under this Agreement or any other Credit Document (other than any
right or obligation that expressly survives a termination of the Commitment); provided that:
(i) no
such permanent reduction shall be made if, immediately after giving effect thereto (and to any concurrent repayment or prepayment of the
Loans by the Borrower and any reallocation of unfunded Letter of Credit Exposure (after giving effect to any Cash Collateral) and Swingline
Exposure pursuant to Section 2.18(c)(iv)), (A) the aggregate Revolving Credit Exposure of the applicable Class would
exceed the aggregate Commitments of the applicable Class at such time, (B) the Dollar Revolving Credit Exposure of any Dollar
Revolving Lender would exceed its Dollar Revolving Commitment at such time or (C) the Multicurrency Revolving Credit Exposure of
any Multicurrency Revolving Lender would exceed its Multicurrency Revolving Commitment at such time;
(ii) on
the date of such reduction, such ICE Benchmark Non-Consenting Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and any funded participations in Letters of Credit and Swingline Loans not refinanced through the Borrowing of
Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents
(including any amounts under Section 2.17) from the Borrower;
(iii) on
the date of such reduction, the other Lenders of the applicable Class (except any other ICE Benchmark Non-Consenting Lender whose
Commitment is being similarly reduced) and the Borrower shall, through the Administrative Agent, effect payments so that, after giving
effect to such payments, any Borrowings of such Class outstanding as of such date are held by the Lenders of the applicable Class on
a pro rata basis in accordance with their respective Commitments after giving effect to such reduction, but only to the extent that such
reallocation does not cause the Revolving Credit Exposure of any Lender to exceed its Commitment;
(iv) on
the date of such reduction, (A) if such ICE Benchmark Non-Consenting Lender is a Dollar Revolving Lender, all or any part of such
ICE Benchmark Non- Consenting Lender’s unfunded Dollar Letter of Credit Exposure and Dollar Swingline Exposure shall be reallocated
among the Lenders (other than any other ICE Benchmark Non-Consenting Lender whose Commitment is being similarly reduced) that are Dollar
Revolving Lenders in accordance with their respective pro rata share of the Dollar Revolving Commitments (calculated without regard to
the Dollar Revolving Commitment such ICE Benchmark Non-Consenting Lender or any other ICE Benchmark Non-Consenting Lender whose Commitment
is being similarly reduced) but only to the extent that such reallocation does not cause the Dollar Revolving Credit Exposure of any Lender
to exceed such Lender’s Dollar Revolving Commitment; and (B) if such ICE Benchmark Non-Consenting Lender is a Multicurrency
Revolving Lender, all or any part of such ICE Benchmark Non-Consenting Lender’s unfunded Multicurrency Letter of Credit Exposure
and Multicurrency Swingline Exposure shall be reallocated among the other Lenders that are Multicurrency Revolving Lenders in accordance
with their respective pro rata share of the Multicurrency Revolving Commitments (calculated without regard to the Multicurrency Revolving
Commitment of such ICE Benchmark Non-Consenting Lender or any other ICE Benchmark Non-Consenting Lender whose Commitment is being similarly
reduced), but only to the extent that such reallocation does not cause the Multicurrency Revolving Credit Exposure of any Lender to exceed
such Lender’s Multicurrency Revolving Commitment.
“ICE Benchmark Non-Consenting Lender”
means any Lender that is a Non-Consenting Lender with respect to any consent or amendment to this Agreement or any other Credit Document
requested by the Borrower or the Administrative Agent that would have the effect of (i) replacing the Term SOFR Administrator with
the Borrower or a Subsidiary of the Borrower, or (ii) replacing Term SOFR with a forward-looking term rate based on SOFR administered
by the Borrower or a Subsidiary thereof.
(d) Notwithstanding
anything to the contrary in Sections 2.18(a) and 2.18(c), the Borrower may, with respect to any ICE Benchmark Non-Consenting
Lender, exercise its right under Section 2.18(a) to cause such ICE Benchmark Non-Consenting Lender to assign and delegate
all of its interests, rights and obligations under this Agreement with respect to less than all of its Commitment so long as the Borrower
also exercises its right under Section 2.18(c) to reduce to zero the portion of the Commitment of such ICE Benchmark
Non-Consenting Lender that is not so assigned and delegated (and such reduction is effected simultaneously with such assignment and delegation).
(a) Issuance.
Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of Default has occurred and is continuing,
the Issuing Lender will, at any time and from time to time on and after the Closing Date and prior to the earlier of (y) the Letter
of Credit Maturity Date and (z) the Final Termination Date, and upon request by
the Borrower in accordance with the provisions of Section 3.2, (i) in reliance on the agreements of the Dollar Revolving
Lenders set forth in Sections 2.19(c) and 2.19(e), issue for the account of the Borrower or any of its Subsidiaries
under the Dollar Revolving Commitments one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily
used or otherwise approved by the Issuing Lender (collectively with the Existing Letters of Credit, and, in each case, with all amendments,
modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, the “Dollar Letters of Credit”)
and (ii) in reliance on the agreements of the Multicurrency Revolving Lenders set forth in Sections 2.19(c) and 2.19(e),
issue for the account of the Borrower or any of its Subsidiaries under the Multicurrency Revolving Commitments one or more irrevocable
standby letters of credit denominated in Dollars or any Foreign Currency and in a form customarily used or otherwise approved by the Issuing
Lender (with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, the
“Multicurrency Letters of Credit”, and collectively with the Dollar Letters of Credit, the “Letters of Credit”).
The Stated Amount of each Letter of Credit shall not be less than $100,000.00 or such lesser amount acceptable to the Issuing Lender (other
than with respect to an Existing Letter of Credit). Notwithstanding the foregoing:
(i) no
Dollar Letter of Credit shall be issued if, upon issuance, the aggregate Stated Amount of all Dollar Letters of Credit outstanding would
exceed the Dollar L/C Commitment;
(ii) no
Dollar Letter of Credit shall be issued if the Stated Amount upon issuance when added to the Aggregate Dollar Revolving Credit Exposure,
would exceed the aggregate Dollar Revolving Commitments at such time;
(iii) no
Multicurrency Letter of Credit shall be issued if, upon issuance, the aggregate Stated Amount of all Multicurrency Letters of Credit outstanding
would exceed the Multicurrency L/C Commitment;
(iv) no
Multicurrency Letter of Credit shall be issued if the Stated Amount upon issuance when added to the Aggregate Multicurrency Revolving
Credit Exposure, would exceed the aggregate Multicurrency Revolving Commitments at such time;
(v) notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, or otherwise will
benefit, any Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings
under such Letter of Credit (and the Borrower hereby acknowledges that the issuance of Letters of Credit for the benefit of such Persons
inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such
Persons);
(vi) no
Letter of Credit shall be issued that by its terms expires later than the Letter of Credit Maturity Date or, in any event, more than one
year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by
its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the Letter
of Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter
of Credit; and
(vii) the
Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (A) any order,
judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from
issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the
Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the
Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is
not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect
or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good faith deems material to it, (B) the Issuing
Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that
one or more of the conditions specified in Section 3.2 are not then satisfied (or have not been waived in writing as required
herein) or that the issuance of such Letter of Credit would violate the provisions of Section 2.19(a), (C) with respect
to any Dollar Letter of Credit, any Dollar Revolving Lender is at such time a Defaulting Lender hereunder, unless the aggregate Dollar
Letter of Credit Exposure of such Lender has been reallocated pursuant to Section 2.21(a)(iv) and any amount not reallocated
has been cash collateralized pursuant to Section 2.21(a)(v) or the Issuing Lender has entered into other satisfactory
arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender, or (D) with
respect to any Multicurrency Letter of Credit, any Multicurrency Revolving Lender is at such time a Defaulting Lender hereunder, unless
the aggregate Multicurrency Letter of Credit Exposure of such Lender has been reallocated pursuant to Section 2.21(a)(iv) and
any amount not reallocated has been cash collateralized pursuant to Section 2.21(a)(v) or the Issuing Lender has entered
into other satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such
Lender.
(b) Notices.
Whenever the Borrower desires the issuance of a Letter of Credit, the Borrower will give the Issuing Lender written notice with a copy
to the Administrative Agent not later than 12:00 noon, Charlotte, North Carolina time, three Business Days (or such shorter period as
is acceptable to the Issuing Lender in any given case) prior to the requested date of issuance thereof. Each such notice (each, a “Letter
of Credit Notice”) shall be irrevocable, shall be given in the form of Exhibit B-4 and shall specify (i) the
requested date of issuance, which shall be a Business Day, (ii) whether the Letter of Credit shall be a Dollar Letter of Credit or
a Multicurrency Letter of Credit, (iii) the requested Stated Amount and expiry date of the Letter of Credit, and (iv) the name
and address of the requested beneficiary or beneficiaries of the Letter of Credit. The Borrower will also complete any application procedures
and documents reasonably required by the Issuing Lender in connection with the issuance of any Letter of Credit. Upon its issuance of
any Letter of Credit, the Issuing Lender will promptly notify the Administrative Agent of such issuance, and the Administrative Agent
will give prompt notice thereof to each Dollar Revolving Lender or Multicurrency Revolving Lender, as applicable. The renewal or extension
of any outstanding Letter of Credit shall, for purposes of this Section 2.19, be treated in all respects as the issuance of
a new Letter of Credit.
(c) Participations.
Immediately upon the issuance of any Dollar Letter of Credit or Multicurrency Letter of Credit, the Issuing Lender shall be deemed to
have sold and transferred to each Dollar Revolving Lender or Multicurrency Revolving Lender, respectively, and each Dollar Revolving Lender
or Multicurrency Revolving Lender, as applicable, shall be deemed irrevocably and unconditionally to have purchased and received from
the Issuing Lender, without recourse or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through
or under the Issuing Lender), an undivided interest and participation, pro rata (based on the proportion that its Dollar Revolving Commitment
bears to the aggregate Dollar Revolving Commitments or its Multicurrency Revolving Commitment bears to the aggregate Multicurrency Revolving
Commitments, as applicable, at such time, or if the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as applicable,
have been terminated, based on the proportion that its Dollar Revolving Commitment bears to the aggregate Dollar Revolving Commitments
or its Multicurrency Revolving Commitment bears to the aggregate Multicurrency Revolving Commitments, as applicable, in each case immediately
prior to the termination thereof, giving effect to any subsequent assignments), in such Letter of Credit, each drawing made thereunder
and the obligations of the Borrower under this Agreement with respect thereto and any guaranty pertaining thereto; provided, however,
that the fees relating to Letters of Credit described in Sections 2.9(a)(vii) and 2.9(a)(viii) shall be payable
directly to the Issuing Lender as provided therein, and the other Revolving Lenders shall have no right to receive any portion thereof.
In consideration and in furtherance of the foregoing, (i) each Dollar Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Lender, such Dollar Revolving Lender’s pro rata share (determined
as provided above) of each Dollar Reimbursement Obligation not reimbursed by the Borrower on the date due as provided in Section 2.19(d) or
through the Borrowing of Dollar Revolving Loans as provided in Section 2.19(e) (because the conditions set forth in Section 3.2
cannot be satisfied, or for any other reason), or of any reimbursement payment required to be refunded to the Borrower for any reason,
and (ii) each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Lender, such Multicurrency Revolving Lender’s pro rata share (determined as provided above) of each Multicurrency
Reimbursement Obligation not reimbursed by the Borrower on the date due as provided in Section 2.19(d) or, with respect
to a Multicurrency Letter of Credit denominated in Dollars, through the Borrowing of Multicurrency Revolving Loans as provided in Section 2.19(e) (because
the conditions set forth in Section 3.2 cannot be satisfied, or for any other reason), or of any reimbursement payment required
to be refunded to the Borrower for any reason. Upon any change in the Commitments of any of the Revolving Lenders, with respect to all
outstanding Letters of Credit and Reimbursement Obligations there shall be an automatic adjustment to the applicable participations pursuant
to this Section 2.19(c) to reflect the new pro rata shares of the assigning Revolving Lender and the assignee. Each Lender’s
obligation to make payment to the Issuing Lender pursuant to this Section 2.19(c) shall be absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the termination of the Dollar Revolving Commitments or Multicurrency
Revolving Commitments or the existence of any Default or Event of Default, and each such payment shall be made without any offset, abatement,
reduction or withholding whatsoever. In the event any applicable Lender fails to make available to the Administrative Agent the amount
of such Lender’s participation as provided in this Section 2.19(c), the Issuing Lender shall be entitled to recover
such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available
for the account of the Issuing Lender until the date such amount is made available to the Issuing Lender at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the Issuing Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing.
(d) Reimbursement.
The Borrower hereby agrees to reimburse the Issuing Lender by making payment to the Administrative Agent, for the account of the Issuing
Lender, in Same Day Funds, for any payment made by the Issuing Lender under any Letter of Credit issued for the account of the Borrower
or its Subsidiaries (each such amount so paid until reimbursed, together with interest thereon payable as provided hereinbelow, with respect
to a Dollar Letter of Credit, a “Dollar Reimbursement Obligation”, and with respect to a Multicurrency Letter of Credit,
a “Multicurrency Reimbursement Obligation”, each a “Reimbursement Obligation”) immediately upon,
and in any event on the same Business Day as, the making of such payment by the Issuing Lender if notice thereof is received prior to
11:00 a.m., Charlotte, North Carolina time or the Business Day following the date of such notice if notice is received after such time
or on a day that is not a Business Day (provided that any such Reimbursement Obligation shall be deemed timely satisfied (but nevertheless
subject to the payment of interest thereon as provided hereinbelow) if such payment is not received from the Borrower in accordance with
the foregoing and is satisfied pursuant to a Borrowing of Dollar Revolving Loans or Multicurrency Revolving Loans, as applicable, made
on the date of such payment by the Issuing Lender, as set forth more completely in Section 2.19(e)), together with interest
on the amount so paid by the Issuing Lender, to the extent not reimbursed prior to 2:00 p.m., Charlotte, North Carolina time, on the date
of such payment or disbursement, for the period from the date of the respective payment to the date the Reimbursement Obligation created
thereby is satisfied, (i) at the Base Rate plus the Applicable Percentage as in effect from time to time during such period
with respect to Dollar Letters of Credit and Multicurrency Letters of Credit denominated in Dollars and (ii) at the Adjusted Market
Index Rate with respect to Multicurrency Letters of Credit denominated in any Foreign Currency, in each case, with such interest also
to be payable on demand. The Issuing Lender will provide the Administrative Agent and the Borrower with prompt notice of any payment or
disbursement made or to be made under any Letter of Credit, although the failure to give, or any delay in giving, any such notice shall
not release, diminish or otherwise affect the Borrower’s obligations under this Section 2.19(d) or any other provision
of this Agreement. The Administrative Agent will promptly pay to the Issuing Lender any such amounts received by it under this Section 2.19(d).
(e) Payment
by Revolving Loans. In the event that the Issuing Lender makes any payment under any Dollar Letter of Credit or Multicurrency
Letter of Credit denominated in Dollars and the Borrower shall not have timely satisfied in full its Reimbursement Obligation to the
Issuing Lender pursuant to Section 2.19(d), and to the extent that any amounts then held in the Cash Collateral Account
established pursuant to Section 2.19(i) shall be insufficient to satisfy such Reimbursement Obligation in full, the
Issuing Lender will promptly notify the Administrative Agent, and the Administrative Agent will promptly notify (i) each Dollar
Revolving Lender, with respect to any such Dollar Letter of Credit, or (ii) each Multicurrency Revolving Lender, with respect
to any such Multicurrency Letter of Credit, of such failure. If the Administrative Agent gives such notice prior to 12:00 noon,
Charlotte, North Carolina time, on any Business Day, each Dollar Revolving Lender or Multicurrency Revolving Lender, as applicable,
will make available to the Administrative Agent, for the account of the Issuing Lender, its pro rata share (based on the percentage
of the aggregate Dollar Revolving Commitments represented by such Lender’s Dollar Revolving Commitment or the percentage of
the aggregate Multicurrency Revolving Commitments represented by such Lender’s Multicurrency Revolving Commitment, as
applicable) of the amount of such payment on such Business Day in Same Day Funds. If the Administrative Agent gives such notice
after 12:00 noon, Charlotte, North Carolina time, on any Business Day, each such Revolving Lender shall make its pro rata share of
such amount available to the Administrative Agent on the next succeeding Business Day. If and to the extent any Revolving Lender
shall not have so made its pro rata share of the amount of such payment available to the Administrative Agent as set forth above,
such Revolving Lender agrees to pay to the Administrative Agent, for the account of the Issuing Lender, forthwith on demand such
amount, together with interest thereon at the Federal Funds Rate for each day from such date until the date such amount is paid to
the Administrative Agent. The failure of any Revolving Lender to make available to the Administrative Agent its pro rata share of
any payment under any Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to
the Administrative Agent its pro rata share of any payment under any Letter of Credit on the date required, as specified above, but
no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent
such other Revolving Lender’s pro rata share of any such payment. Each such payment by a Revolving Lender under this Section 2.19(e) of
its pro rata share of an amount paid by the Issuing Lender shall constitute a Dollar Revolving Loan or Multicurrency Revolving Loan,
as applicable, by such Revolving Lender (the Borrower being deemed to have given a timely Notice of Borrowing therefor) and shall be
treated as such for all purposes of this Agreement; provided that for purposes of determining the aggregate Unutilized Dollar
Revolving Commitments or aggregate Unutilized Multicurrency Revolving Commitments, as applicable, immediately prior to giving effect
to the application of the proceeds of such Revolving Loans, the applicable Reimbursement Obligation being satisfied thereby shall be
deemed not to be outstanding at such time. Each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.19(e) shall
be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the failure of the amount of such
Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b); provided, however,
that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.19(e) is subject
to the conditions set forth in Section 3.2 (other than delivery by the Borrower of a Notice of Borrowing).
(f) Payment
to Revolving Lenders. Whenever the Issuing Lender receives a payment in respect of a Reimbursement Obligation as to which the Administrative
Agent has received, for the account of the Issuing Lender, any payments from the Dollar Revolving Lenders or the Multicurrency Revolving
Lenders pursuant to Section 2.19(c), the Issuing Lender will promptly pay to the Administrative Agent, and the Administrative
Agent will promptly pay to each Dollar Revolving Lender or Multicurrency Revolving Lender, as applicable, that has paid its pro rata share
thereof, in Same Day Funds, an amount equal to such Dollar Revolving Lender’s or Multicurrency Revolving Lender’s, as applicable,
ratable share (based on the proportionate amount funded by such Dollar Revolving Lender to the aggregate amount funded by all Dollar Revolving
Lenders or the proportionate amount funded by such Multicurrency Revolving Lender to the aggregate amount funded by all Multicurrency
Revolving Lenders, as applicable) of such Reimbursement Obligation.
(g) Existing
Letters of Credit. The Borrower and the Lenders agree that, on and as of the Closing Date, each Existing Letter of Credit issued for
the account of the Borrower or any of its Subsidiaries will be deemed continued for the account of such Person under this Agreement as
a Dollar Letter of Credit issued pursuant to this Section 2.19.
(h) Obligations
Absolute. The Reimbursement Obligations of the Borrower shall be irrevocable, shall remain in effect until the Issuing Lender shall
have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit, and shall
be absolute and unconditional, shall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever
and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following
circumstances:
(i) any
lack of validity or enforceability of this Agreement, any of the other Credit Documents or any documents or instruments relating to any
Letter of Credit;
(i) any
change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations in respect of any Letter of
Credit or any other amendment, modification or waiver of or any consent to departure from any Letter of Credit or any documents or instruments
relating thereto, in each case whether or not the Borrower has notice or knowledge thereof;
(ii) the
existence of any claim, setoff, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter
of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Primary Administrative
Agent, the Backup Administrative Agent, the Issuing Lender, any Lender or other Person, whether in connection with this Agreement, any
Letter of Credit, the transactions contemplated hereby or any unrelated transactions (including any underlying transaction between the
Borrower and the beneficiary named in any such Letter of Credit);
(iii) any
draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect (provided that such draft, certificate or other document
appears on its face to comply with the terms of such Letter of Credit), any errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, facsimile or otherwise, or any errors in translation or in interpretation of technical terms;
(iv) any
defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of such Letter of Credit (provided that
any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof),
any nonapplication or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission
of such beneficiary or transferee in connection with such Letter of Credit;
(v)
the exchange, release, surrender or impairment
of any collateral or other security for the Obligations;
(vi)
the occurrence of any Default or Event of Default; or
(vii) any
other circumstance or event whatsoever, including any other circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower or any guarantor.
Any action taken or omitted to be taken by the Issuing Lender under
or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall be binding
upon the Borrower and each Lender and shall not create or result in any liability of the Issuing Lender to the Borrower or any Lender.
It is expressly understood and agreed that, for purposes of determining whether a wrongful payment under a Letter of Credit resulted from
the Issuing Lender’s gross negligence or willful misconduct, (i) the Issuing Lender’s acceptance of documents that appear
on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, regardless of any notice
or information to the contrary, (ii) the Issuing Lender’s exclusive reliance on the documents presented to it under such Letter
of Credit as to any and all matters set forth therein, including the amount of any draft presented under such Letter of Credit, whether
or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant
to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms
of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves
to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (iii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed
not to constitute gross negligence or willful misconduct of the Issuing Lender.
(i) Cash
Collateral Account. At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default,
the Administrative Agent may, and at the direction or with the consent of (A) with respect to any Dollar Letter of Credit, the Required
Dollar Revolving Lenders, or (B) with respect to any Multicurrency Letter of Credit, the Required Multicurrency Revolving Lenders,
shall, require the Borrower to deliver to the Administrative Agent such additional amount of cash in Same Days Funds as is equal to 100%
of the aggregate Stated Amount of all Letters of Credit at any time outstanding for the account of the Borrower or its Subsidiaries (whether
or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the
event of a prepayment under Section 2.6(b), the Administrative Agent will retain such amount as may then be required to be
retained, such amounts to be held by the Administrative Agent in a cash collateral account (the “Cash Collateral Account”).
The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender, the Dollar Revolving Lenders and the Multicurrency
Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as
security for Letter of Credit Exposure, and for application to the Borrower’s Reimbursement Obligations as and when the same shall
arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the
Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be
made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest.
Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment
by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative
Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the
amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts
remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full
of the Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower
to be applied against the Obligations of the Borrower in such order and manner as the Administrative Agent may direct. If the Borrower
is required to provide Cash Collateral pursuant to Section 2.6(b), such amount (including interest), to the extent not applied
as aforesaid, shall be returned to the Borrower on demand; provided that, after giving effect to such return, (i) the Aggregate
Dollar Revolving Credit Exposure would not exceed the aggregate Dollar Revolving Commitments at such time, (ii) the Aggregate Multicurrency
Revolving Credit Exposure would not exceed the aggregate Multicurrency Revolving Commitments at such time and (iii) no Default or
Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral as a result
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 waived.
(j) The
Issuing Lender. The Issuing Lender shall act on behalf of the Dollar Revolving Lenders with respect to any Dollar Letters of Credit
issued by it and the documents associated therewith and shall act on behalf of the Multicurrency Revolving Lenders with respect to any
Multicurrency Letters of Credit issued by it and the documents associated therewith, and, in each case, the Issuing Lender shall have
all of the rights, benefits and immunities (a) provided to the Administrative Agent in Article IX with respect to any
acts taken or omissions suffered by it in connection with Letters of Credit issued by it or proposed to be issued by it and any documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included
the Issuing Lender with respect to such acts or omissions, and (b) as additionally provided herein with respect to the Issuing Lender.
(k) Effectiveness.
Notwithstanding any termination of the Commitments or repayment of the Loans, or both, the obligations of the Borrower under this Section 2.19
shall remain in full force and effect until the Issuing Lender, the Dollar Revolving Lenders and the Multicurrency Revolving Lenders
shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.
| 2.20 | Increase in Commitments. |
(a) General.
From time to time on and after the TwelfthThirteenth
Amendment Effective Date and prior to the Final Termination Date, the Borrower may, upon
at least 15 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose
to increase the aggregate amount of the Revolving Commitments of any Class by an amount which (i) is not less than $100,000,000
(or such smaller amount as the Administrative Agent may consent to in its sole discretion) or, if greater, an integral multiple of $10,000,000
in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Revolving
Commitments of all Classes on and after the TwelfthThirteenth
Amendment Effective Date pursuant to this Section 2.20, is not in excess of $1,000,000,000. The Borrower may increase the
aggregate amount of the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”)
become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase
its Revolving Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described
in clauses (x) and (y) of this sentence; provided that no Lender shall be obligated to increase its Revolving Commitment
without its consent.
(b) Conditions.
Any increase in the Revolving Commitments pursuant to this Section 2.20 shall be subject to satisfaction of the following
conditions:
(i) The
Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date signed by an Authorized Officer
of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase;
(ii) Each
of the representations and warranties contained in Article IV qualified as to materiality shall be true and correct and those
not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect
as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation
or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and
correct as of such date); and
(iii) At
the time of such increase, no Default or Event of Default shall have occurred and be continuing or would result from such increase.
(c) Effectiveness.
Upon any increase in the amount of the Revolving Commitments pursuant to this Section 2.20 (each, an “Additional
Commitment”):
(i) Each
Additional Lender or Increasing Lender shall enter into a joinder agreement pursuant to which such Additional Lender and/or Increasing
Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender,
pursuant to which such Increasing Lender’s Revolving Commitment shall be increased in the agreed amount on such date) and such Additional
Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof.
(ii) The
Borrower shall, as applicable, in coordination with the Administrative Agent, repay all outstanding Loans of the affected Class and
incur additional Loans of the affected Class from other Lenders of such Class in each case so that the Lenders participate in
each Borrowing of such Class pro rata on the basis of their respective Revolving Commitments of such Class (after giving effect
to any increase in the Revolving Commitments pursuant to this Section 2.20) and amounts payable under Section 2.17
as a result of the actions required to be taken under this Section 2.20 shall be paid in full by the Borrower; and
(iii) If
any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.16.
(a) Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 10.5.
(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 8.3 shall be applied at such time or times as may be
determined by the Administrative Agent as follows:
(A) first,
to the payment of any amounts owing by such Defaulting Lender to the Primary Administrative Agent or the Backup Administrative Agent hereunder;
(B) second,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or the Swingline Lenders hereunder;
(C) third,
to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22;
(D) fourth,
as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;
(E) 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 Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement, in accordance with Section 2.22;
(F) sixth,
to the payment of any amounts owing to the Lenders, the Issuing Lender or the Swingline Lenders as a result of any judgment of a court
of competent jurisdiction obtained by any Lender, the Issuing Lender or any Swingline Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement;
(G) seventh,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and
(H) 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 obligations in respect of Letters of Credit 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 3.2 were satisfied or waived, such payment shall be applied solely to pay
the Loans of, and obligations in respect of Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or obligations in respect of Letters of Credit owed to, such Defaulting Lender until such time as all
Loans and funded and unfunded participations in Reimbursement Obligations and Swingline Loans are held by the Lenders pro rata in accordance
with the Commitments under the applicable Class without giving effect to Section 2.21(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 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.
(A) No
Defaulting Lender shall be entitled to receive any commitment fee payable pursuant to Section 2.9(a)(iii) or 2.9(a)(iv) for
any period during which such 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) No
Defaulting Lender shall be entitled to receive the letter of credit fee pursuant to Sections 2.9(a)(v) and 2.9(a)(vi) for
any period during which such Lender is a Defaulting Lender, except to the extent allocable to its ratable share of the Stated Amount of
Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.22.
(C) With
respect to any letter of credit fee not required to be paid to any Defaulting Lender pursuant to Section 2.21(a)(iii)(B),
the Borrower shall (x) 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 Letter of Credit Exposure that has been reallocated to such Non-Defaulting Lender pursuant
to Section 2.21(a)(iv), (y) pay to the Issuing Lender the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to the Issuing 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 Participations to Reduce Fronting Exposure. (A) If such Defaulting Lender is a Dollar Revolving Lender, all or any part of
such Defaulting Lender’s unfunded Dollar Letter of Credit Exposure and Dollar Swingline Exposure shall be reallocated among the
Non-Defaulting Lenders that are Dollar Revolving Lenders in accordance with their respective ratable share of the Dollar Revolving Commitments
(calculated without regard to such Defaulting Lender’s Dollar Revolving Commitment) but only to the extent that (x) the conditions
set forth in Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation
were the making of Dollar Revolving Loans or the issuance of a Dollar Letter of Credit (and, unless the Borrower shall have otherwise
notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (y) such reallocation does not cause the Dollar Revolving Credit Exposure of any Non-Defaulting Lender
to exceed such Non-Defaulting Lender’s Dollar Revolving Commitment; and (B) if such Defaulting Lender is a Multicurrency Revolving
Lender, all or any part of such Defaulting Lender’s unfunded Multicurrency Letter of Credit Exposure and Multicurrency Swingline
Exposure shall be reallocated among the Non- Defaulting Lenders that are Multicurrency Revolving Lenders in accordance with their respective
ratable share of the Multicurrency Revolving Commitments (calculated without regard to such Defaulting Lender’s Multicurrency Revolving
Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2(b) and 3.2(c) are satisfied
at the time of such reallocation as if such reallocation were the making of Multicurrency Revolving Loans or the issuance of a Multicurrency
Letter of Credit (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be
deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause
the Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non- Defaulting Lender’s Multicurrency Revolving
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 Swingline Loans. If the reallocation described in Section 2.21(a)(iv) cannot, or can only
partially, be effected (x) first, the Borrower shall prepay Dollar Swingline Loans or Multicurrency Swingline Loans, as the
case may be, in an amount equal to the Swingline Lenders’ Fronting Exposure pro rata based on the Commitments of the Swingline Lenders
and (y) second, the Borrower shall Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the
procedures set forth in Section 2.22, in each case within one Business Day following the written request of the Administrative
Agent and without prejudice to any right or remedy available to the Borrower hereunder or under law.
(b) Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Lender agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments of the applicable Class (without
giving effect to Section 2.21(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; provided further that (x) 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 having been a Defaulting Lender, and (y) such Lender shall be obligated to reimburse the other Lenders for any breakage
expenses of the type described in Section 2.17 arising as a result of the foregoing.
(c) New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) no Swingline Lender shall not be required
to fund any Swingline Loans unless it is satisfied that there will be no Fronting Exposure after giving effect to such Swingline Loan
and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied
that it will have no Fronting Exposure after giving effect thereto.
(a) Generally.
At any time that there shall exist a Defaulting Lender, within two Business Days following the written request of the Administrative Agent
or the Issuing Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Lender’s Fronting
Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.21(a)(iv) and any Cash Collateral
provided by such Defaulting Lender) in an amount not less than such Fronting Exposure.
(b) Grant
of Security Interest. Each of the Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all
such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of obligations in respect
of Letters of Credit, to be applied pursuant to Section 2.22(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 and the Issuing Lender as herein provided,
or that the total amount of such Cash Collateral is less than the Fronting Exposure of the Issuing Lender, the Borrower will, promptly
upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient
to eliminate such deficiency (after giving effect to any Cash Collateral provided by the applicable Defaulting Lender).
(c) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 or
Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the applicable Defaulting Lender’s
obligation to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such
obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided
for herein.
(d) Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure
shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (i) the elimination
of such Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination
by the Administrative Agent and the Issuing Lender that there exists excess Cash Collateral; provided that, subject to Section 2.21,
the Person providing Cash Collateral and the Issuing Lender may agree that Cash Collateral shall be held to support future anticipated
Fronting Exposure or other obligations.
2.23 Pre-Funding
of Black Knight Acquisition Date Borrowings. Notwithstanding any provision in this Agreement to the contrary, if
the Borrower requests a Black Knight Borrowing, the Borrower may make a Pre-Closing Funding Election by specifying such election in the
Notice of Borrowing delivered in respect of such Revolving Loans (which Notice of Borrowing shall also specify the anticipated Black
Knight Acquisition Date). Such Notice of Borrowing shall be delivered (i) not later than 12:00 noon, Charlotte, North Carolina time,
three Eurocurrency Banking Days prior to the Pre-Closing Funding Date, for Revolving Loans to be comprised of Eurocurrency Rate Loans,
(ii) not later than 12:00 noon, Charlotte, North Carolina time, on the Pre-Closing Funding Date for Revolving Loans to be comprised
of Base Rate Loans and (iii) not later than 12:00 noon, Charlotte, North Carolina time, five (5) RFR Business Days prior to
each Borrowing of RFR Loans. If a Pre-Closing Funding Election has been made, subject solely to the satisfaction, or waiver in accordance
with the terms of this Agreement, of each of the conditions set forth in Section 3.3 other than the Black Knight Acquisition
Related Conditions, each Lender shall, not later than 1:00 p.m., Charlotte, North Carolina time, on the requested Pre-Closing Funding
Date set forth in the Notice of Borrowing, fund into the Pre- Closing Funding Account an amount, in immediately available funds, equal
to the amount of the Revolving Loan or Revolving Loans to be made by such Lender (such amounts, the “Pre-Closing
Funded Amount”) pursuant to the applicable Notice of Borrowing. Each Lender authorizes the Administrative
Agent to release all amounts deposited by the Lenders into the Pre-Closing Funding Account and make such funds available to the Borrower
on the Black Knight Acquisition Date subject solely to the satisfaction (or waiver in accordance with the terms of this Agreement) of
the Black Knight Acquisition Related Conditions, whereupon the Administrative Agent will make the Pre-Closing Funded Amount available
to the Borrower in accordance with Section 2.3 and in like funds as received by the Administrative Agent. Interest shall
accrue on the Pre-Closing Funded Amount from and including the Pre-Closing Funding Date as if the Pre- Closing Funded Amount had been
advanced to the Borrower as one or more Revolving Loans hereunder, and no commitment fees pursuant to Section 2.9(a)(iii) or
2.9(a)(iv) shall accrue on any date on which the Pre-Closing Funded Amount is held in the Pre-Closing Funding Account in
respect of the applicable Commitment of any Lender attributable to the portion of the Pre- Closing Funded Amount funded by such Lender.
In the event the satisfaction (or waiver in accordance with the terms of this Agreement) of all conditions set forth in Section 3.3
does not occur by 1:00 p.m., Charlotte, North Carolina time, on or before the date that is three Business Days after the anticipated
Black Knight Acquisition Date specified in the Notice of Borrowing (or such longer period not to exceed three additional Business Days
as may be agreed between the Borrower and the Administrative Agent in the event of a delay in the anticipated Black Knight Acquisition
Date) (the “Return Date”), the Pre-Closing Funded Amount shall be returned to the
respective Lenders on the Return Date, and the Borrower shall simultaneously therewith pay interest accrued thereon from the Pre-Closing
Funding Date to the Return Date, together with any amounts due thereon pursuant to Section 2.17, calculated as if the return
of such funds was a prepayment of Loans in an equal principal amount on the Return Date; provided that
for the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, if the entire Pre-Closing Funded Amount has
been returned to the Lenders in accordance with this sentence, the Borrower shall not be prohibited from submitting a subsequent Notice
of Borrowing in respect of Revolving Loans to be used to (i) finance a portion of the consideration paid by the Borrower to consummate
the Black Knight Acquisition, (ii) refinance certain existing Indebtedness of Black Knight and its Subsidiaries, and/or (iii) pay
fees, costs, commissions and expenses in connection with each of the foregoing, in accordance with Section 2.2 or this Section 2.23.
For the avoidance of doubt, (x) the funding of the Pre-Closing Funded Amount shall not constitute a Borrowing of Loans by the Borrower
until such amount has been released to the Borrower on the Black Knight Acquisition Date in accordance with this Section 2.23,
and (y) any return of the Pre-Closing Funded Amount to the Lenders in accordance with this Section 2.23 shall not constitute
a prepayment of any Revolving Loans.
ARTICLE III
CONDITIONS OF BORROWING
3.2 Conditions
of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying
Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant
to Section 2.19(e)), and the obligation of the Issuing Lender to issue, extend, increase or renew any Letters of Credit hereunder,
is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date:
(a) The
Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the applicable
Swingline Lenders) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender)
a Letter of Credit Notice in accordance with Section 2.19(b), as applicable;
(b) Each
of the representations and warranties of the Borrower contained in Article IV (except the representations set forth in Sections
4.5 and 4.8 which shall only be made on the Closing Date) and in the other Credit Documents qualified as to materiality shall
be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing
Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance, extension,
increase or renewal of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving
effect to the Loans to be made or the Letter of Credit to be issued, extended, increased or renewed on such date (except to the extent
any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or
warranty shall be true and correct as of such date); and
(c) No
Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the
Loans to be made or Letter of Credit to be issued, extended, increased or renewed on such date.
Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing
or a Letter of Credit Notice, and the consummation of each Borrowing or issuance, extension, increase or renewal of a Letter of Credit,
shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are
true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance, extension, increase or
renewal.
3.3 Conditions
of Borrowing for Black Knight Acquisition. Notwithstanding anything to the contrary contained herein (including
in Section 3.2) or in any other Credit Document, the obligation of each Lender (i) to make any Revolving Loans as a
portion of a Black Knight Borrowing is subject to the satisfaction (or waiver by the Black Knight Bridge Arrangers) of the following
conditions precedent, and only the following conditions precedent, on the Black Knight Acquisition Date, and (ii) to pre-fund any
Revolving Loans as a portion of a Black Knight Borrowing on the Pre-Closing Funding Date pursuant to Section 2.23 is subject
to the satisfaction (or waiver by the Black Knight Bridge Arrangers) of the following conditions precedent, and only the following conditions
precedent (in each case in this clause (ii), other than the Black Knight Acquisition Related Conditions), on the Pre-Closing Funding
Date:
(a) The
Borrowing of such Loans shall occur on the Black Knight Acquisition Date, which shall be on or before the earlier to occur of (i) the
termination or expiration of the Black Knight Acquisition Agreement in accordance with its terms, and (ii) the “Outside Date”
(as defined in the Black Knight Acquisition Agreement as in effect on May 4, 2022 as such date may be extended in accordance with
the Black Knight Acquisition Agreement as in effect on May 4, 2022;
(b) The
Black Knight Bridge Arrangers shall have received a certificate of the chief financial officer of the Borrower as to the solvency of the
Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Black Knight Transactions, in the form of Exhibit F;
(c) Since
the date of the Black Knight Acquisition Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development
or change that has had, or would reasonably be expected to have, individually or in the aggregate, a “Material Adverse Effect”
(as defined in the Black Knight Acquisition Agreement);
(d) The
Black Knight Acquisition shall have been consummated substantially concurrently with the Borrowing of such Loans, and substantially in
accordance with the terms and conditions of the Black Knight Acquisition Agreement without giving effect to any waiver, modification or
consent thereunder that is materially adverse to the Lenders or the Black Knight Bridge Arrangers (as reasonably determined by the Black
Knight Bridge Arrangers) unless approved by the Black Knight Bridge Arrangers (which approval shall not be unreasonably withheld, conditioned
or delayed), it being understood and agreed that, without limiting the generality of the foregoing, (1) any decrease in the Black
Knight Acquisition consideration shall not be materially adverse to the Lenders or the Black Knight Bridge Arrangers so long as such decrease
is allocated to reduce the Black Knight Borrower Stock Contribution and the Black Knight Bridge Facility on a pro rata, dollar-for-dollar
basis, (2) any increase in the purchase price shall not be materially adverse to the Lenders or the Black Knight Bridge Arrangers
so long as such increase is funded solely by an increase in the amount of the Black Knight Borrower Stock Contribution and (3) any
change to the definition of “Material Adverse Effect” or the “Xerox” provisions shall be deemed to be a modification
which is materially adverse to the Lenders and the Black Knight Bridge Arrangers;
(e) The
representations and warranties made by or with respect to Black Knight and its Subsidiaries in the Black Knight Acquisition Agreement
as are material to the interests of the Lenders (the “Black Knight Acquisition
Agreement Representations”) shall be true and correct, but only to the extent that the Borrower or any of its
Affiliates has the right to terminate its or its Subsidiaries’ obligations under the Black Knight Acquisition Agreement, or to decline
to consummate the Black Knight Acquisition pursuant to the Black Knight Acquisition Agreement, as result of a breach of any such representations
and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement).
The representations and warranties of the Borrower set forth in Sections 4.1(i), 4.1(ii) (but only with respect to
the Borrower’s power and authority to execute, deliver and perform the Credit Documents), 4.2, 4.3 (but only with
respect to clause (i) therein), 4.7, 4.11, 4.12 (but only with respect to the Borrower’s use of proceeds)
and 4.13 shall be true and correct in all material respects (except that any representation and warranty qualified as to materiality
or Material Adverse Effect shall be true and correct in all respects);
(f) The
Black Knight Bridge Arrangers will have received (i) copies of audited consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows for the Borrower and its subsidiaries for the three fiscal years most recently ended at least
90 days prior to the Black Knight Acquisition Date (or such lesser time applicable to the Borrower as the annual report deadline under
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) and interim unaudited consolidated balance
sheets and related statements of income, stockholders’ equity and cash flows for each subsequent quarterly period after the date
of the last audited financial statements pursuant to this clause (i) (other than the fourth fiscal quarter of any fiscal year) ended
at least 45 days prior to the Black Knight Acquisition Date (or such lesser time applicable to the Borrower as the quarterly report deadline
under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) (it being understood and acknowledged
by the Black Knight Bridge Arrangers that the audited consolidated balance sheets and related statements of income, stockholders’
equity and cash flows for the Borrower and its subsidiaries filed with the SEC, as of the date hereof, for the three years ended December 31
2019, 2020 and 2021 and for the three months ended March 31, 2022 satisfy the obligation to provide such financial information for
the periods covered by such filings), and (ii) copies of all financial statements of Black Knight delivered to the Borrower pursuant
to the Black Knight Acquisition Agreement.
(g) No
Event of Default under Section 8.1(a), 8.1(f) or 8.1(g), nor any “event of default” or similar
condition under the Black Knight Bridge Facility, the Term Loan Facility, or any other Indebtedness in excess of the Threshold Amount
in the aggregate (but only insofar as such “event of default” or similar condition relates to bankruptcy or insolvency, or
the nonpayment of principal, interest or fees) shall have occurred and be continuing on such date, both immediately before and immediately
after giving effect to the Loans to be made on such date;
(h) On
the Black Knight Acquisition Date, after giving effect to the Black Knight Transactions, the obligations of Black Knight and its subsidiaries
under that certain Second Amended and Restated Lien Credit and Guaranty Agreement, dated as of March 10, 2021 (as amended, restated,
supplemented or otherwise modified from time to time), among Black Knight Infoserv, LLC, a Delaware limited liability company (the “Acquired
Company Borrower”), Black Knight Financial Services, LLC, a Delaware limited liability company, each subsidiary
of the Acquired Company Borrower from time to time party thereto as guarantors, the lenders from time party thereto, JPMorgan Chase Bank,
N.A., as the administrative agent, a swing line lender and a L/C/ issuer, Bank of America, as a swing line lender and a L/C issuer, and
U.S. Bank National Association, as a swing line lender a L/C issuer, shall have been repaid in full and all guarantees and security interests
shall have been terminated and released;
(i) The
Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b);
(j) The
aggregate principal of such Loans shall not exceed the aggregate Unutilized Commitments at such time (determined without giving effect
to such Loans);
(k) All
fees and (to the extent invoiced at least two Business Days prior to the Black Knight Acquisition Date) expenses due to the Black Knight
Bridge Arrangers, the Administrative Agent and the Lenders required to be paid on the Black Knight Acquisition Date (including the fees
and expenses of counsel for the Black Knight Bridge Arrangers and the Administrative Agent) will have been paid; and
(l) At
least 3 Business Days prior to the Black Knight Acquisition Date (or, if a Pre- Closing Funding Election has been made, the Pre-Closing
Funding Date), the Borrower will have provided the documentation and other information to the Lenders that is required by regulatory authorities
under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,
the PATRIOT Act and the Beneficial Ownership Regulation, but only to the extent that the Lenders shall have requested such documentation
and other information at least 10 Business Days prior to the Black Knight Acquisition Date (or, if a Pre-Closing Funding Election has
been made, the Pre-Closing Funding Date).
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES
To induce the Primary Administrative Agent, the
Backup Administrative Agent, the Issuing Lender and the Lenders to enter into this Agreement and to induce the Lenders to extend the credit
contemplated hereby and the Issuing Lender to issue Letters of Credit, the Borrower represents and warrants to the Primary Administrative
Agent, the Backup Administrative Agent and the Lenders as follows:
4.1 Corporate Organization
and Power. Each of the Borrower and the Guarantors (i) is a corporation or limited company duly organized or formed, validly
existing and (in the case of the Borrower or any Domestic Subsidiary) is in good standing under the laws of the jurisdiction of its incorporation,
(ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which it is or will be a
party, to own and hold its property and to engage in its business as presently conducted and (iii) is duly qualified to do business
as a foreign corporation or limited company and (in the case of the Borrower or any Domestic Subsidiary) is in good standing in each
jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure
to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
4.2 Authorization;
Enforceability. Each of the Borrower and the Guarantors has taken all necessary corporate or limited company action to execute, deliver
and perform each of the Credit Documents to which it is a party, and has (or on any later date of execution and delivery will have) validly
executed and delivered each of the Credit Documents to which it is a party. This Agreement constitutes, and each of the other Credit Documents
upon execution and delivery will constitute, the legal, valid and binding obligation of the Borrower and each Guarantor that is a party
hereto or thereto, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles
of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).
4.3 No
Violation. The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Credit Documents to which
it is a party, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of its articles
or certificate of incorporation or formation, its bylaws or operating agreement, or other applicable formation or organizational documents,
(ii) contravene any other Requirement of Law applicable to it, (iii) conflict with, result in a breach of or constitute (with
notice, lapse of time or both) a default under any indenture, mortgage, lease, agreement, contract or other instrument to which it is
a party, by which it or any of its properties is bound or to which it is subject or (iv) result in or require the creation or imposition
of any Lien, other than a Permitted Lien, upon any of its properties, revenues or assets; except, in the case of clauses (ii), (iii) and
(iv) above, where such violations, conflicts, breaches, defaults or liens, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect.
4.4 Governmental
and Third-Party Authorization; Permits. No consent, approval, authorization or other action by, notice to, or registration or filing
with, any Governmental Authority, Self-Regulatory Organization, or other Person is required as a condition to or otherwise in connection
with the due execution, delivery and performance by any of the Borrower or the Guarantors of this Agreement or any of the other Credit
Documents to which it is a party or the legality, validity or enforceability hereof or thereof, other than (i) consents, authorizations
and filings that have been made or obtained and that are in full force and effect and (ii) consents and filings the failure to obtain
or make which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Borrower and
each Subsidiary thereof is in good standing with respect to, or has maintained in effect, all governmental approvals, licenses, permits
and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for
those the failure to obtain which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
4.5 Litigation.
As of the ClosingThirteenth
Amendment Effective Date, there are no actions, investigations, suits or proceedings pending or, to the knowledge of the Borrower,
threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, Self-Regulatory Organization, arbitrator
or other Person, (i) against or affecting the Borrower or any Subsidiary thereof or any of their respective properties that would
reasonably be expected to have a Material Adverse Effect, except as set forth in the Form 10-K filed by the Borrower with the SEC
on February 148,
20142024 and in the Form 10-Q
filed by the Borrower with the SEC on May 2, 2024 (and there have been no material adverse developments since such date in
any such actions, investigations, suits or proceedings disclosed in such Form 10-K and/or
Form 10-Q), or (ii) with respect to this Agreement, any of the other Credit Documents or any of the other transactions
contemplated hereby or thereby.
4.6 Full
Disclosure. All factual information (other than information of a general economic or industry specific nature) heretofore, contemporaneously
or hereafter furnished in writing to the Administrative Agent, any Arranger or any Lender by or on behalf of the Borrower or any Subsidiary
thereof pursuant to this Agreement or the other Credit Documents, when taken as a whole, is or will be true and accurate in all material
respects on the date as of which such information is dated or certified (or, if such information has been updated, amended or supplemented,
on the date as of which any such update, amendment or supplement is dated or certified) and does not or will not omit any material fact
necessary to make the statements contained herein and therein, in light of the circumstances under which such information was provided,
taken as a whole, not misleading; provided that, with respect to projections, budgets and other estimates, the Borrower represents
only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time.
4.7 Margin
Regulations. Neither Borrower is engaged principally, or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying Margin Stock. No proceeds of the Loans will be used, directly or indirectly, to purchase or carry
any Margin Stock, to extend credit for such purpose or for any other purpose, in each case that would violate or be inconsistent with
Regulations T, U or X or any provision of the Exchange Act.
4.8 No
Material Adverse Effect. As of the ClosingThirteenth
Amendment Effective Date, there has been no Material Adverse Effect since December 31, 20132023,
and there exists no event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect.
4.9 Financial
Matters.The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets
of the Borrower and its Subsidiaries for the 20212023
fiscal year with the related statements of income, stockholders’ equity, comprehensive income and cash flows for the 20212023
fiscal year, together with the opinions of Ernst & Young LLP thereon and (ii) the unaudited consolidated balance sheets
of the Borrower and its Subsidiaries as of March 31, 20222024
with the related statements of income, stockholders’ equity, comprehensive income and cash flows for the fiscal quarter ended on
that date. Such financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial
condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations
of the Borrower and its Subsidiaries on a consolidated basis for the period then ended subject, in the case of clause (ii), to the absence
of footnotes and to normal year-end audit adjustments.
4.10 Compliance
with Laws. Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required
to be filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and documents
required to be retained by it under all applicable Requirements of Law, and is otherwise in compliance with all applicable Requirements
of Law in respect of the conduct of its business and the ownership and operation of its properties, including the applicable rules of
any Self-Regulatory Organization, except in each case to the extent that the failure to comply therewith, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.
4.11 Investment
Company Act. The Borrower is not, nor is the Borrower required to be, registered as an “investment company” under the
Investment Company Act of 1940.
| 4.12 | OFAC; Anti-Terrorism Laws. |
(a) The
Borrower and its Subsidiaries, and, to the best knowledge of the Borrower, its Affiliates and their respective directors, officers and
employees have conducted their business in compliance with the Anti-Corruption Laws and have instituted and maintained policies and procedures
designed to promote and achieve compliance with such laws in all material respects.
(b) Neither
the Borrower nor any Subsidiary, nor, to the best knowledge of the Borrower, its Affiliates and their respective directors, officers and
employees, acting or benefiting in any capacity in connection with the extensions of credit made available under this Agreement:
| (i) | is a Designated Person; |
| (ii) | is a Person that is owned or controlled by a Designated Person; |
| (iii) | is located, organized or resident in a Sanctioned Country; or |
(iv) is
now engaged in, any material dealings or transactions (1) with any Designated Person or (2) in any Sanctioned Country.
(c) Neither
the making of the Loans hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, any Anti-Corruption Laws, the Trading
with the Enemy Act, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B,
Chapter V) or any enabling legislation or executive order relating thereto. The Borrower and each Subsidiary thereof is in compliance
in all material respects with the PATRIOT Act and all Anti-Corruption Laws.
4.13 Solvency.
In the event (and only in the event) that any Borrowing is requested to be made on the Black Knight Acquisition Date in accordance with
Section 3.3, immediately after giving effect to the consummation of the Black Knight Transactions on the applicable Borrowing
Date, the Borrower and its Subsidiaries on a consolidated basis will be solvent. For purposes of the preceding sentence, “solvent”
means that (i) the fair value of the assets of the Borrower and it is Subsidiaries on a consolidated basis, at a fair valuation,
will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated
basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be
greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis
on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute
and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries
on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted following the Black Knight Acquisition Date. As of the Black Knight Acquisition
Date, immediately after giving effect to the consummation of the Black Knight Transactions, the Borrower does not intend to, and the Borrower
does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into
account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on
or in respect of its debts or the debts of any such Subsidiary.
4.13 Certain
ERISA Matters. As of the TwelfthThirteenth
Amendment Effective Date the Borrower is not nor will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
ARTICLE V
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that, until the
termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal
and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and
owing hereunder:
5.1 Financial
Statements. The Borrower will deliver to the Administrative Agent on behalf of the Lenders:
(a) As
soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, beginning
with the first fiscal quarter of fiscal year 2014, unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of the
end of such fiscal quarter and unaudited consolidated statements of income, cash flows and stockholders’ equity for the Borrower
and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each case setting forth
comparative consolidated figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail
and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) applied
on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results
of operations of any change in the application of accounting principles and practices during such quarter; provided that any financial
statements required to be delivered as set forth above prior to December 31, 2014, shall not be required to contain any comparative
consolidated figures; and
(b) As
soon as available and in any event within 90 days after the end of each fiscal year, beginning with fiscal year 2014, an audited consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of
income, cash flows and stockholders’ equity for the Borrower and its Subsidiaries for the fiscal year then ended, including the
notes thereto, in each case setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, all in
reasonable detail and (with respect to the audited statements) certified by the independent certified public accounting firm regularly
retained by the Borrower or another independent certified public accounting firm of recognized national standing reasonably acceptable
to the Administrative Agent, together with a report thereon by such accountants that is not qualified as to going concern or scope of
audit and to the effect that such financial statements present fairly in all material respects the consolidated financial condition and
results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated in accordance with GAAP applied
on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of
operations of any change in the application of accounting principles and practices during such year; provided that any financial
statements required to be delivered as set forth above prior to December 31, 2014, shall not be required to contain any comparative
consolidated figures.
Documents
required to be delivered pursuant to Sections 5.1, 5.2(a) or 5.2(b) may be delivered electronically and,
if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower provides notice to the Lenders that
such information has been posted on the Borrower’s website on the Internet at https://ir.theice.com/financials/sec-filings/default.aspx,
at https://www.sec.gov/edgar/browse/?CIK=1571949&owner=exclude or at another website identified in such notice and accessible
by the Lenders without charge; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant
website, if any, to which each of the Administrative Agent and each Lender has access; provided that (x) upon the request
of the Administrative Agent or any Lender lacking access to the internet or SyndTrak, the Borrower shall deliver paper copies of such
documents to the Administrative Agent or such Lender (until a written request to cease delivering paper copies is given by the Administrative
Agent or such Lender) and (y) the Borrower shall notify (which may be by a facsimile or electronic mail) the Administrative Agent
and each Lender of the posting of any documents. The Administrative Agent shall have no obligation to request the delivery of, or to maintain
copies of, the documents referred to in the proviso to the immediately preceding sentence or 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.
5.2 Other
Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) Concurrently
with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Compliance Certificate with
respect to the period covered by the financial statements being delivered thereunder, executed by a Financial Officer of the Borrower,
together with a Covenant Compliance Worksheet reflecting the computation of the financial covenant set forth in Article VI as
of the last day of the period covered by such financial statements and containing explanatory footnotes of all pro forma adjustments and
all adjustments to Consolidated EBITDA;
(b) Promptly
upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the
Borrower shall send or make available generally to its stockholders, (ii) all material regular, periodic and special reports, registration
statements and prospectuses (other than on Form S-8) that the Borrower shall render to or file with the SEC and (iii) all press
releases (excluding member notes and circulars) made available generally by the Borrower or any Subsidiary thereof to the public concerning
material developments in the business of the Borrower and its Subsidiaries; provided that notwithstanding anything to the contrary
included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of
the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or
(iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice shall be required
to be provided by the Borrower to the Administrative Agent and the Lenders with respect thereto;
(c) Promptly
upon (and in any event within five Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice
of any of the following:
(i) the
occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the
nature of such Default or Event of Default;
(ii) the
institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its
Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than
routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously
reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) any change in the Debt Ratings;
(iv) any
change in the information provided in any Beneficial Ownership Certification previously delivered by the Borrower that would result in
a change to the list of beneficial owners identified in parts (c) or (d) of such certification, if applicable (it being understood
that disclosure of any such change in the Borrower’s SEC filings shall be deemed to satisfy the requirements of this Section 5.2(c)(iv));
and
(v) any
other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect.
(d) As
promptly as reasonably possible, such other information about the business, financial condition, operations or properties of the Borrower
or any of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably
request (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization
with jurisdiction over any Regulated Subsidiary).
5.3 Existence;
Franchises; Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain and preserve
in full force and effect its legal existence, except as expressly permitted otherwise by Section 7.1 or 7.4, (ii) obtain,
maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals and authorizations
required by Governmental Authorities and Self-Regulatory Organizations necessary to the ownership, occupation or use of its properties
or the conduct of its business, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse
Effect, and (iii) keep all material properties in good working order and condition (normal wear and tear and damage by casualty excepted);
provided that this Section 5.3 shall not prevent the Borrower or any Subsidiary thereof from discontinuing the operation
and the maintenance of any of its properties if such discontinuance, in the judgment of the Borrower, is desirable in or not disadvantageous
to the conduct of the business of it and its Subsidiaries.
5.4 Use
of Proceeds. The proceeds of the Loans shall be used to provide for working capital and general corporate purposes of the Borrower.
5.5 Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply in all respects with all Requirements of Law applicable
in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the failure so to comply
would not reasonably be expected to have a Material Adverse Effect.
5.6 Payment
of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it, upon its income or profits or upon any of its properties, prior to the date on which penalties would
attach thereto, and all lawful claims that, if unpaid, would become a Lien (other than a Permitted Lien) upon any of the properties of
any such Person except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect; provided,
however, that no such Person shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in
good faith and by proper proceedings and as to which such Person is maintaining adequate reserves with respect thereto in accordance with
GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization).
5.7 Insurance.
The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies insurance
with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily
maintained by companies in the same or similar businesses similarly situated.
5.8 Maintenance
of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books,
accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business
and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case
of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with
the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees
or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working
papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory
Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated
Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees
and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision
the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times
and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) all
such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than
one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists,
the Administrative Agent may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without
advance notice.
| 5.9 | Subsidiary Guarantors. |
(a) The
Borrower may from time to time, with respect to any Subsidiary of the Borrower, deliver to the Administrative Agent a Subsidiary Guaranty
to provide a guaranty of the Obligations, which shall be in a form reasonably acceptable to the Administrative Agent, executed by such
Subsidiary of the Borrower. In connection with any such Subsidiary Guaranty, the Borrower will deliver to the Lenders the following items:
(i) an
opinion of counsel (who may be in-house counsel for the Borrower) addressed to the Administrative Agent and the Lenders, substantially
to the effect that such Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that such Subsidiary Guaranty
constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and addressing such other matters as the Administrative Agent shall reasonably request to the extent
permitted by Requirements of Law; and
(ii) (A) a
copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is reasonably acceptable
to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary,
(B) a copy of the bylaws, articles of association or similar organizational document of such Subsidiary, certified on behalf of such
Subsidiary as of a date that is reasonably acceptable to the Administrative Agent by the corporate secretary or assistant secretary of
such Subsidiary, (C) an original certificate of good standing, if applicable, for such Subsidiary, issued by the applicable Governmental
Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board
of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance
of the agreements, documents and instruments executed pursuant to this Section 5.9, certified on behalf of such Subsidiary
by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent.
(b) The
Lenders agree that any Subsidiary Guarantor shall be automatically released from any Subsidiary Guaranty upon (x) the sale, disposition
or transfer of such Subsidiary or its assets in a transaction not prohibited by this Agreement or (y) the written request of the
Borrower (including a certification that the following conditions to release have been or will be concurrently satisfied): (i) at
the time of such release and discharge and immediately after giving effect thereto, no Default or Event of Default shall exist and (ii) if
such Subsidiary Guarantor is NYSE, at the time of such release and discharge, the lowest rating of any issuance by the Borrower of senior,
unsecured, long-term indebtedness for borrowed money that, immediately after giving effect to such release and discharge, is not guaranteed
by any Person that is not also a Guarantor of the Obligations or subject to any other credit enhancement by Standard & Poor’s
Financial Services LLC and Moody’s Investors Service, Inc. is not less than BBB- and Baa3 respectively.
| 5.10 | Anti-Corruption Laws, OFAC, PATRIOT Act Compliance. |
(a) The
Borrower shall not, and shall ensure that none of its Subsidiaries will, knowingly use the proceeds of any Loan or Letter of Credit:
| (i) | for any purpose which would violate the Anti-Corruption Laws; |
(ii) to
fund, finance or facilitate any activity, business or transaction of or with any Designated Person or in any Sanctioned Country, or otherwise
in violation of Sanctions; or
(iii) in
any other manner that would result in a material violation of any applicable Sanctions by any Agent, Issuing Lender or Lender.
(b) The
Borrower shall not, and shall ensure that none of its Subsidiaries will, use funds or assets obtained from transactions with or otherwise
relating to (i) Designated Persons or
(ii) any Sanctioned Country, to pay or repay any Obligation.
| (c) | The Borrower shall, and shall ensure that each of its Subsidiaries will: |
| (i) | conduct its business in compliance with the Anti-Corruption Laws; |
(ii) maintain
policies and procedures designed to promote and achieve compliance with the Anti-Corruption Laws; and
(iii) have
appropriate controls and safeguards in place designed to prevent any proceeds of any extension of credit made hereunder from being used
contrary to the representations and undertakings set forth herein.
(d) The
Borrower shall, and shall ensure that each of its Subsidiaries will, comply in all material respects with all foreign and domestic laws,
rules and regulations (including the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other
trade-related regulations).
ARTICLE VI
FINANCIAL COVENANT
The Borrower covenants and agrees that, until the
termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal
and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and
owing hereunder:
6.1 Maximum
Total Leverage Ratio. The Total Leverage Ratio as of the last day of any fiscal quarter shall not be greater than the ratio of
3.75 to 1.00; provided, that, if the Black Knight Acquisition Date shall have occurred, the Total
Leverage Ratio as of the last day of any fiscal quarter set forth below shall not be greater than the ratio set forth oppositeset
forth below across from such date below:
Date |
Total Leverage Ratio |
The last day of each fiscal quarter beginning with the fiscal quarter in which the Black Knight Acquisition Date occurs and ending prior to the First Step Down Date with respect to the Black Knight Acquisition |
5.25:1.00 |
The last day of each of the first and second fiscal quarters ending on or after the First Step Down Date with respect to the Black Knight AcquisitionJune 30, 2024 to September 30, 2024 |
5.00:1.00 |
The last day of each of the third and fourth fiscal quarters ending on or after the First Step Down Date with respect to the Black Knight AcquisitionDecember 31, 2024 to March 31, 2025 |
4.75:1.00 |
The last day of each of the fifth and sixth fiscal quarters ending on or after the First Step Down Date with respect to the Black Knight AcquisitionJune 30, 2025 to September 30, 2025 |
4.50:1.00 |
The last day of each of the seventh and eighth fiscal quarters ending on or after the First Step Down Date with respect to the Black Knight AcquisitionDecember 31, 2025 to March 31, 2026 |
4.25:1.00 |
The last day of each of the ninth and tenth fiscal quarters ending on or after the First Step Down Date with respect to the Black Knight AcquisitionJune 30, 2026 to September 30, 2026 |
4.00:1.00 |
The last day of each fiscal quarter ending thereafterThereafter |
3.75:1.00 |
provided that (i) at
any time after the Eleventh Amendment Effective Date (but, subject to clause
(iv) below), (i) at
the election of the Borrower (the notice of which election shall be given in writing to the Administrative Agent within thirty (30)
days after the date on which the relevant Acquisition is consummated), the maximum Total Leverage Ratio shall be increased to
4.25:1.00 in connection with a Qualified Acquisition consummated after the Eleventh Amendment
Effective Date, starting with the last day of the fiscal quarter in which such Qualified Acquisition is consummated
(a “Qualified Acquisition Election”); provided that the maximum Total Leverage Ratio shall step down to
4.00:1.00 as of the First Step Down Date with respect to such Qualified Acquisition and shall step down to 3.75:1.00 as of the
Second Step Down Date with respect to such Qualified Acquisition; (ii) at the election of the Borrower (the notice of which
election shall be given in writing to the Administrative Agent within thirty (30) days after the date on which the relevant
Acquisition is consummated), the maximum Total Leverage Ratio shall be increased to 4.50:1.00 in connection with any Specified
Qualified Acquisition consummated after theEleventh Amendment Effective Date starting
with the fiscal quarter in which such Specified Qualified Acquisition is consummated; provided that the maximum Total
Leverage Ratio shall step down to 4.25:1.00 as of the First Step Down Date with respect to such Specified Qualified Acquisition,
shall step down again to 4.00:1.00 as of the Second Step Down Date with respect to such Specified Qualified Acquisition and shall
step down again to 3.75:1.00 at the end of the second full fiscal quarter after the Second Step Down Date with respect to such
Specified Qualified Acquisition (a “Specified Qualified Acquisition Election” and, together with any Qualified
Acquisition Election, an “Acquisition Election”); (iii) the Borrower may make after the EleventhThirteenth Amendment
Effective Date (A) no more than two (2) Acquisition Elections and (B) no more than one (1) Specified Qualified
Acquisition Election; and (iv)(A) if the Black Knight after
any Acquisition has not occurredElection,
the Borrower may not make its secondanother Acquisition
Election until the earlier of (1) the last day of the first fiscal quarter occurring after the first Acquisition Election as of
which the maximum Total Leverage Ratio as of the end of such fiscal quarter must be no greater than 3.75:1:00
and1:00 or (2) the
last day of the first fiscal quarter occurring after the first Acquisition Election as of which the Borrower reports an actual Total
Leverage Ratio as of the end of such fiscal quarter equal to or less than 3.50:1.00, and (B) if the Black Knight Acquisition
has occurred, (1) the Borrower may not make any Acquisition Election following the Black Knight Acquisition Date until the
earlier of (x) the last day of the first fiscal quarter occurring after the Black Knight Acquisition Date as of which the
maximum Total Leverage Ratio as of the end of such fiscal quarter must be no greater than 3.75:1:00 and (y) the last day of the
first fiscal quarter of the Borrower occurring after the Black Knight Acquisition Date as of which the Borrower reports an actual
Total Leverage Ratio as of the end of such fiscal quarter equal to or less than 3.50:1.00, and (2) if the Borrower has made an
initial Acquisition Election following the Black Knight Acquisition Date, the Borrower may not make a second Acquisition Election
after the Black Knight Acquisition Date until the earlier of (x) the last day of the first fiscal quarter occurring after the
first Acquisition Election as of which the maximum Total Leverage Ratio as of the end of such fiscal quarter must be no greater than
3.75:1:00 and (y) the last day of the first fiscal quarter of the Borrower occurring after the first
Acquisition Election as of which the Borrower reports an actual Total Leverage Ratio as of the end of such fiscal quarter equal to
or less than 3.50:1.00. For the avoidance of doubt, the increase in the maximum Total Leverage
Ratio in connection with the Black Knight Acquisition Date shall not be deemed to be an Acquisition Election.
ARTICLE VII
NEGATIVE COVENANTS
The Borrower covenants and agrees that, until the
termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal
and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and
owing hereunder:
7.1 Merger;
Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or
enter into any consolidation, amalgamation, merger or other combination, except:
(i) any
Subsidiary of the Borrower (other than any Guarantor) may merge, consolidate or amalgamate with, or be liquidated into, (x) the Borrower
(so long as the Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Borrower (other than any Guarantor
unless the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or
would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not prohibited by Section 7.4
and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary;
(ii) so
long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge, consolidate or amalgamate
with another Person, so long as the Borrower is the surviving entity; and
(iii) to
the extent not otherwise permitted under the foregoing clauses, any Subsidiary that has sold, transferred or otherwise disposed of all
or substantially all of its assets in connection with a transaction permitted under this Agreement and/or no longer conducts any active
trade or business may be liquidated, wound up or dissolved or may otherwise cease to exist pursuant to a transaction not prohibited by
this Agreement; and.
| (iv) | the Black Knight Acquisition. |
7.2 Subsidiary
Indebtedness. The Borrower will not permit or cause any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness
other than (without duplication):
(i) Indebtedness
of any Guarantor in favor of the Administrative Agent and the Lenders incurred under this Agreement and the other Credit Documents;
(ii) accrued
expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities
arising in the ordinary course of business and not incurred through the borrowing of money, in each case to the extent constituting Indebtedness;
(iii) Indebtedness
of any Subsidiary of the Borrower owed to the Borrower or any Subsidiary thereof; provided that all secured Indebtedness permitted
pursuant to this Section 7.2(iii) that is owed to any Person other than the Borrower or a Guarantor shall be secured
by Liens permitted under Section 7.3(xiii);
(iv) Indebtedness
of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and,
in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to
market on a daily basis) granted by, any Clearing House Subsidiary from the Federal Reserve Discount Window or other central bank money
market operations or other central securities depositories or external custodians or other credit providers in support of, or related
to, such Subsidiary’s clearing, depository and settlement business, or matters reasonably related or incidental thereto, to the
extent not prohibited by applicable Governmental Authorities; provided that any such Indebtedness is not outstanding for longer
than 30 days;
(v) Indebtedness
of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and,
in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to
market on a daily basis) granted by, any Clearing House Subsidiary in respect of repurchase agreements, reverse repurchase agreements,
sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction
(including Hedge Agreements) entered into by such Clearing House Subsidiary in the ordinary course of its clearing, depository and settlement
operations, or matters reasonably related or incidental thereto, or in the management of its liabilities; provided that the amount
of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed
or otherwise subject to such applicable agreement or transaction at such time, as the case may be;
(vi) short-term
Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including
silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being
marked to market on a daily basis) granted by, any Clearing House Subsidiary, or secured by a default insurance policy maintained by or
for the benefit of any Clearing House Subsidiary and the proceeds thereof, in respect of any credit facility relating to the clearing,
depository and settlement business of such Clearing House Subsidiary, and the purpose of which is to provide funding (A) to satisfy
any outstanding obligations of any suspended or defaulted clearing member or participant (or any clearing member or participant that could
be declared suspended or defaulted) to any Clearing House Subsidiary as provided in the applicable rules or standardized terms and
conditions of the business operated by such Clearing House Subsidiary, (B) with respect to the transfer of positions and related
margin from a suspended or defaulted clearing member or participant to another clearing member or participant, (C) to make a transfer
in cash in respect of margin or settlement related to such suspended or defaulted clearing member’s or participant’s positions,
(D) in the event of a liquidity constraint or default by a depositary, custodian or other investment counterparty of such Clearing
House Subsidiary, (E) to facilitate the settlement of margin transactions or other settlement payments associated with such Clearing
House Subsidiary’s business activities or (F) for other matters reasonably related or incidental to any of the foregoing;
(vii) (A) Indebtedness
that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred
by any Subsidiary (x) that is a clearing house operator acting in its capacity as a central counterparty or (y) in the ordinary
course of business, (B) contingent liabilities in respect of any indemnification, adjustment of purchase price, noncompete, consulting,
deferred compensation and similar obligations to the extent any such obligations constitute Indebtedness, (C) Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Subsidiary drawn against insufficient
funds in the ordinary course of business and (D) Indebtedness which finances workers’ compensation, health, disability or life
insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case in the
ordinary course of business;
(viii) Indebtedness
secured by Liens permitted pursuant to Sections 7.3(i) through 7.3(vii), 7.3(ix) or 7.3(xii);
(ix) Indebtedness
of any Guarantor; provided that all secured Indebtedness permitted pursuant to this Section 7.2(ix) shall be secured
by Liens permitted under Section 7.3(xiii); and
(x) other
Indebtedness (secured or unsecured) of any Subsidiary of the Borrower (other than any Guarantor); provided that (x) at the
time any such Indebtedness is incurred, the sum of (1) the aggregate amount of all Indebtedness permitted pursuant to this
Section 7.2(x) and (2) all Indebtedness incurred by the Borrower or Guarantor secured by Liens permitted pursuant
to Section 7.3(xiii) shall not exceed 15% of the Consolidated Net Worth of the Borrower and its Subsidiaries (to be determined
on a Pro Forma Basis as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been
delivered prior to the Closing Date or pursuant to Section 5.1(a) or 5.1(b)) and (y) all secured Indebtedness
permitted pursuant to this Section 7.2(x) shall be secured by Liens permitted under Section 7.3(xiii).
7.3 Liens.
The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, grant, create, incur, assume or
suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired or agree
to do any of the foregoing, other than the following (collectively, “Permitted Liens”):
(i) Liens
in existence on the Closing Date and set forth on Schedule 7.3 and any extensions, renewals or replacements thereof; provided
that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended,
renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof
(and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount
thereof plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with any such extension, renewal
or replacement);
(ii) Liens
imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business
securing sums (A) not constituting borrowed money that are not overdue by more than 90 days or (B) the validity or amount of
which is being contested in good faith by appropriate proceedings;
(iii) Liens
(other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k))
incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental
insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds,
leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money)
entered into in the ordinary course of business;
(iv) Liens
for taxes, assessments or other governmental charges or statutory obligations that are not delinquent for a period of more than 30 days
or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves
have been established in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in
the jurisdiction of its organization), if so required;
(v) any
attachment or judgment Lien not constituting an Event of Default under Section 8.1(i);
(vi) any
leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course
of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title
of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;
(vii) Liens
created or existing over all or any part of any Guaranty Fund or any Regulatory Capital Assets;
(viii) Liens
securing Indebtedness permitted pursuant to Section 7.2(iv), 7.2(v) or 7.2(vi);
(ix) Liens
securing purchase money Indebtedness of the Borrower and its Subsidiaries incurred solely to finance the acquisition, construction or
improvement of any equipment, real property or other fixed assets in the ordinary course of business (or assumed or acquired by the Borrower
and its Subsidiaries in connection with a transaction permitted under this Agreement), including Capital Lease Obligations, and any renewals,
replacements, refinancings or extensions thereof; provided that (x) any such Lien shall attach to the property being acquired,
constructed or improved with such Indebtedness concurrently with or within 180 days after the acquisition (or completion of construction
or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such
Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any
other assets then being financed solely by the same financing source and (z) any such Lien shall not encumber any other property
of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source;
(x) statutory
and common law rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds
in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerage incurred in the ordinary course
of business;
(xi) Liens
(A) consisting of minor defects in title that do not interfere with the Borrower’s or any applicable Subsidiary’s ability
to conduct its business as currently conducted and (B) arising in the ordinary course of its business which (1) do not secure
Indebtedness and (2) do not in the aggregate materially impair the operation of the business of the Borrower and its Subsidiaries,
taken as a whole;
(xii) Liens
(A) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary and not created in contemplation
of such acquisition and (B) existing on any asset of any Person at the time such Person is merged into or consolidated
with the Borrower or any Subsidiary or otherwise becomes a Subsidiary and not created in contemplation of such event;
(xiii) Liens
on assets of the Borrower and its Subsidiaries not otherwise permitted by this Section 7.3; provided that, at the time
any such Lien is incurred, the total amount of the Indebtedness and other obligations secured by Liens permitted under this Section 7.3(xiii) does
not exceed 7.5% of the Consolidated Net Worth of the Borrower and its Subsidiaries (to be determined on a Pro Forma Basis as of the end
of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.1(a) or
5.1(b));
(xiv) Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the
relevant jurisdiction and covering only the items being collected upon;
(xv) Liens
of sellers of goods to the Borrower or its Subsidiaries arising under Article 2 of the Uniform Commercial Code in effect in the relevant
jurisdiction or similar provisions of applicable law in the ordinary course of business;
(xvi) Liens
consisting of an agreement to sell, transfer or dispose of any asset (to the extent such sale, transfer or disposition is not prohibited
by this Agreement);
(xvii) Liens
with respect to Capital Stock which constitute minority investments held by the Borrower or any of its Subsidiaries other than Liens with
respect to any such Capital Stock incurred in connection with (A) any Indebtedness specified in clauses (i), (ii) or (v) of
the definition thereof or (B) any Guaranty Obligation of any of such Indebtedness; and
(xviii) Liens
securing any Hedge Agreement entered into by any Clearing House Subsidiary in the ordinary course of its clearing, deposit and settlement
operations, or matters reasonably related or incidental thereto, or in the management of its assets and liabilities.
7.4 Asset
Dispositions. The Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions,
all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, whether now owned or hereafter acquired.
7.5 Dividend
Payments. At any time that more than $2,000,000,000 of commitments or loans remain outstanding under the Black
Knight Bridge Facility, the Borrower will not, directly or indirectly, declare or make any dividend payment, or make any other
distribution of cash, property or assets, in respect of any of its Capital Stock or any warrants, rights or options to acquire its
Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or
options to acquire its Capital Stock, or set aside funds for any of the foregoing, except that the Borrower may:
(a) Declare
and make dividend payments or other distributions payable solely in its Capital Stock;
(b) Declare
and make dividend payments in the ordinary course of business consistent with past practices and in such amounts as shall have been
approved by the Borrower’s board of directors;
(c) Make
usual and customary purchases, redemptions or other acquisitions of its Capital Stock from present or former officers, directors or
employees; and
(d) Make
purchases, redemptions or other acquisitions of its Capital Stock (including, without limitation, share repurchases pursuant to
10b-5-1 trading plans) in an aggregate cash amount not exceeding $100,000,000 for all such purchases, redemptions and acquisitions
from and after the Black Knight Acquisition Date.
ARTICLE VIII
EVENTS OF DEFAULT
8.1 Events
of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”:
(a) the
Borrower shall fail to pay when due in the Currency required hereunder (i) any principal of any Loan or any Reimbursement Obligation,
or (ii) any interest on any Loan or other Obligation, any fee payable under this Agreement or any other Credit Document, or (except
as provided in clause (i) above) any other Obligation (other than any Obligation under a Hedge Agreement), and (in the case of this
clause (ii) only) such failure shall continue for a period of three Business Days;
(b) the
Borrower shall (i) fail to observe, perform or comply with any condition, covenant or agreement contained in any of Section 5.2(c)(i) or
5.4, clause (i) of Section 5.3 (with respect to the Borrower) or Article VI or VII;
(c) the
Borrower or the Guarantor shall fail to observe, perform or comply with any condition, covenant or agreement contained in this Agreement
or any of the other Credit Documents other than those enumerated in Sections 8.1(a) and 8.1(b), and such failure (i) by
the express terms of such Credit Document, constitutes an Event of Default, or (ii) shall continue unremedied for any grace period
specifically applicable thereto or, if no grace period is specifically applicable, for a period of 30 days after the earlier of (y) the
date on which a Responsible Officer of the Borrower or the Guarantor acquires knowledge thereof and (z) the date on which written
notice thereof is delivered by the Administrative Agent or any Lender to the Borrower;
(d) any
representation or warranty made or deemed made by or on behalf of the Borrower or the Guarantor in this Agreement, in any Compliance Certificate
or in any of the other Credit Documents or any other writing furnished pursuant to any of the foregoing shall prove to have been incorrect,
false or misleading in any material respect as of the time made, deemed made or furnished;
(e) the
Borrower or any Subsidiary thereof shall (A) fail to pay when due (whether at scheduled maturity, required prepayment, acceleration,
demand or otherwise and after giving effect to any applicable notice provisions) any principal of or interest due under any Indebtedness
(other than the Indebtedness incurred pursuant to this Agreement) having an aggregate principal amount of at least the Threshold Amount
and such amount due under such Indebtedness shall remain outstanding beyond any applicable grace periods provided therefor in the applicable
documentation; or (B) fail to observe, perform or comply with any condition, covenant or agreement contained in any agreement or
instrument evidencing or relating to any such Indebtedness, or any other event shall occur or condition exist in respect thereof, and
(in the case of this clause (B) only) the effect of such failure, event or condition is to cause (or the holder or holders of such
Indebtedness (or a trustee or agent on its or their behalf) shall have exercised a right arising as a result thereof to cause), without
regard to any subordination terms with respect thereto, such Indebtedness to become due prior to its stated maturity or any regularly
scheduled date of payment; provided, however, that this Section 8.1(e) shall not apply to (1) any
secured Indebtedness of any Clearing House Subsidiary that is recourse only to such Clearing House Subsidiary and its property and assets
and has not been outstanding for more than 45 days since the borrowing thereof and (2) any unsecured Indebtedness of any Clearing
House Subsidiary that is recourse only to such Clearing House Subsidiary and has not been outstanding for more than five Business Days
since the borrowing thereof;
(f) the
Borrower or any Material Subsidiary shall (i) file a voluntary petition or commence a voluntary case seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts or any other relief under the Bankruptcy Code or under any other applicable
Debtor Relief Law, now or hereafter in effect, (ii) consent to the institution of, or fail to controvert in a timely and appropriate
manner, any petition or case of the type described in Section 8.1(g), (iii) apply for or consent to the appointment of
or taking possession by a custodian, trustee, receiver or similar official for or of itself or all or a substantial part of its properties
or assets, (iv) fail generally, or admit in writing its inability, to pay its debts generally as they become due, (v) make a
general assignment for the benefit of creditors or (vi) take any corporate action to authorize or approve any of the foregoing;
(g) any
involuntary petition or case shall be filed or commenced against the Borrower or any Material Subsidiary seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver or similar official
for it or all or a substantial part of its properties or any other relief under the Bankruptcy Code or under any other Debtor Relief Law,
now or hereafter in effect, and such petition or case shall continue undismissed and unstayed for a period of 60 days; or an order, judgment
or decree approving or ordering any of the foregoing shall be entered in any such proceeding;
(i) any
one or more money judgments, writs or warrants of attachment, executions or similar processes involving an aggregate amount (to the extent
not paid or fully bonded or covered by insurance as to which the surety or insurer, as the case may be, has not denied or failed to acknowledge
coverage) in excess of the Threshold Amount shall be entered or filed against the Borrower or any of its Subsidiaries or any of their
respective properties and the same shall not be paid, dismissed, bonded, vacated, stayed or discharged within a period of 30 days or in
any event later than five days prior to the date of any proposed sale of such property thereunder;
(j) a
Change of Control shall have occurred;
(k) any
ERISA Event shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result thereof, together with all other ERISA
Events, the Borrower and its ERISA Affiliates have incurred, or would reasonably be expected to incur, liability to any one or more Plans
or Multiemployer Plans or to the PBGC (or to any combination thereof) that would reasonably be expected to result in a Material Adverse
Effect; or
(l) the
Borrower or any Subsidiary thereof shall have been notified that any of them has, in relation to a Non-U.S. Pension Plan, incurred a debt
or other liability under section 75 or 75A of the United Kingdom Pensions Act 1995, or has been issued with a contribution notice or financial
support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or otherwise is liable to pay any other amount
in respect of Non-U.S. Pension Plans, in each case that would reasonably be expected to result in a Material Adverse Effect.
8.2 Remedies:
Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event
of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the
following actions at the same or different times:
(a) declare
the Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event,
the Commitments, the Swingline Lenders’ obligation to make Swingline Loans and the Issuing Lender’s obligation to issue Letters
of Credit shall automatically be terminated;
(b) declare
all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so
declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement
and the other Credit Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate
or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower; provided
that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described
in this Section 8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice
of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower;
(c) appoint
or direct the appointment of a receiver for the properties and assets of the Borrower, both to operate and to sell such properties and
assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby
waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative
Agent on behalf of the Lenders, in connection therewith;
(d) exercise
all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and
(e) direct
the Borrower to deposit (and the Borrower hereby agrees, forthwith upon receipt of notice of such direction from the Administrative Agent,
to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount
of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at
such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter
of Credit Exposure as described in Section 2.19(i).
8.3 Remedies:
Setoff. Upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender, the Issuing Lender
and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or
for the credit or the account of the Borrower (other than customer deposits, security deposits and other monies, instruments and accounts
held by the Borrower in trust for or for the benefit of others) against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement or any other Credit Document to such Lender, the Issuing Lender or such Affiliate, irrespective of whether
or not such Lender, the Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document
and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender
or the Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.21 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights
of each Lender, the Issuing Lender and their respective Affiliates under this Section 8.3 are in addition to other rights
and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender
and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such setoff and application.
ARTICLE IX
THE ADMINISTRATIVE AGENT
9.1 Appointment
and Authority. Each of the Lenders (for purposes of this Article IX, references to the Lenders shall also mean each of
Wells Fargo and BofA as a Swingline Lender) hereby irrevocably appoints the Administrative Agent and the Multicurrency Agent hereunder
and under the other Credit Documents, and authorizes each of the Agents to take such actions on its behalf and to exercise such powers
as are delegated to the Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not 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 Credit Documents (or any other similar term) with reference to the Administrative Agent or the Multicurrency 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. For purposes of this Section 9.1, the term “Administrative Agent” shall include both the
Primary Administrative Agent and the Backup Administrative Agent.
9.2 Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of,
act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial advisory,
underwriting, capital markets or other 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 or to provide notice to or consent of the
Lenders with respect thereto.
9.3 Exculpatory
Provisions. The Agents, the Arrangers and their respective Related Parties shall not have any duties or obligations except those expressly
set forth herein and in the other Credit Documents, and each of their duties hereunder shall be administrative in nature. Without limiting
the generality of the foregoing, each of the Agents, the Arrangers and their respective Related Parties:
(a) shall
not be subject to any agency, trust, fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred
and is continuing;
(b) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Credit Documents that such 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 Credit Documents); provided
that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability
or that is contrary to any Credit 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, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the
failure to disclose to any Lender, the Issuing Lender or any other Person, any credit or other information relating to the business, prospects,
operations, properties, assets, financial or other condition or creditworthiness of the Borrower or any of its Affiliates that is communicated
to, obtained by or otherwise in the possession of the Person serving as an Agent, an Arranger or their respective Related Parties in any
capacity, except for notices, reports and other documents that are required to be furnished by any Agent to the Lenders pursuant to the
express provisions of this Agreement; and
(d) shall
not be required to account to any Lender or the Issuing Lender for any sum or profit received by any Agent for its own account
No Agent, Arranger or any of their respective Related
Parties shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall
be necessary, under the circumstances as provided in Sections 10.5 and 8.2) or (ii) in the absence of its own gross
negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgement. Each Agent shall
be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default
is given to the Administrative Agent by the Borrower or a Lender.
No Agent, Arranger or any of their respective Related
Parties shall 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 Credit 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 or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other
Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
No Agent shall be responsible or have any liability
for, or have any duty or obligation to any Lender or Participant or any other Person to ascertain, inquire into, monitor or enforce, compliance
with the provisions hereof relating to Ineligible Assignees. Without limiting the generality of the foregoing, no Agent shall (x) be
obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is an Ineligible
Assignee or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential
information in reliance upon Sections 10.12(iv) or (vi) by such Agent, to any Ineligible Assignee.
9.4 Reliance
by Administrative Agent. Each Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability
for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including
any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by
its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the applicable Agent may presume that such condition
is satisfactory to such Lender or the Issuing Lender unless such Agent shall have received notice to the contrary from such Lender or
the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that
has signed this Agreement or a signature page to an Assignment and Assumption or any other Credit Document pursuant to which it is
to become a Lender or Issuing Lender hereunder shall be deemed to have consented to, approved and accepted and shall deemed satisfied
with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that
is to be acceptable or satisfactory to such Lender or Issuing Lender.
9.5 Delegation
of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit
Document by or through any one or more sub-agents appointed by such Agent. Each 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 each 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 Agent. No Agent shall be responsible
for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final
and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.6 Resignation
of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint
a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United
States; provided that if such bank is not a Lender or an Affiliate of a Lender, the Borrower shall have the right to consent to
such appointment (such consent to not be unreasonably withheld). 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, then
the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders
that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any
of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above
in this Section 9.6. 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 retired) Administrative Agent
(other than as provided in Section 2.16(j) and other than any rights to indemnity payments or other amounts owed to the
retiring Administrative Agent as of the effective date of its resignation), and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided
above in this Section 9.6). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 10.1 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent
and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Credit Documents,
including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
9.7 Non-Reliance
on Any Agent and Other Lenders. Each Lender and the Issuing Lender expressly acknowledges that no Agent, no Arranger nor any of their
respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by any Agent, any
Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs
of the Borrower and its Subsidiaries or Affiliates shall be deemed to constitute a representation or warranty of any Agent, any Arranger
or any of their respective Related Parties to any Lender or the Issuing Lender as to any matter, including whether any Agent, any Arranger
or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession.
Each Lender and the Issuing Lender expressly acknowledges, represents and warrants to each Agent and each Arranger that (a) the Credit
Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial
loans in the ordinary course and is entering into this Agreement and the other Credit Documents to which it is a party as a Lender for
the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not
for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with
respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion
in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding
commercial loans, (d) it has, independently and without reliance upon any Agent, any Arranger, any other Lender or any of their respective
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of,
and investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness
of the Borrower and its Subsidiaries, all applicable bank or other regulatory laws relating to the transactions contemplated by this Agreement
and the other Credit Documents and (e) it has made its own independent decision to enter into this Agreement and the other Credit
Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and the Issuing Lender also acknowledges that
(i) it will, independently and without reliance upon any Agent, any Arranger or any other Lender or any of their respective Related
Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon
this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder based on such documents
and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such
investigations and inquiries as it deems necessary to inform itself as to the Borrower and its Subsidiaries and (ii) it will not
assert any claim in contravention of this Section 9.7.
9.8 No
Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Co-Syndication Agents,
Co-Documentation Agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.
9.9 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding
relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Reimbursement Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:
(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Reimbursement
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the Issuing Lender and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative Agent under Sections
2.9 and 10.1) 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 the Issuing
Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the Issuing Lender, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.9 and 10.1.
Notwithstanding anything in this Section 9.9
to the contrary, 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 the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or the Issuing Lender or to authorize the Administrative Agent to vote in respect of the claim
of any Lender or the Issuing Lender in any such proceeding.
9.10 Guaranty
Matters; Ineligible Assignees Letter Agreement. The Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion:
(a) To
release any Guarantor from its obligations under any Subsidiary Guaranty as required under Section 5.9. Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any
Guarantor from its obligations under any Subsidiary Guaranty pursuant to this Section 9.10.
(b) To
consent to any amendment or modification to the Ineligible Assignees Letter Agreement on the date five Business Days after notice of such
amendment or modification unless at least three Lenders (including, if applicable, Wells Fargo in its capacity as a Lender) that are not
Affiliates of each other holding in the aggregate more than 25% of the Revolving Credit Exposures and Unutilized Commitments (or, after
the termination of the Commitments, Revolving Credit Exposures) have notified the Administrative Agent of their objection to such amendment
or modification prior to the expiration of such five Business Day period.
9.11 Swingline
Lender. The provisions of this Article IX (other than Section 9.2) shall apply to the Administrative Agent
in its capacity as a Swingline Lender mutatis mutandis to the same extent as such provisions apply to the Administrative Agent.
9.12 Replacement
of Impaired Agent. If, at any time, during a Wells Fargo Unavailability Period, the Backup Administrative Agent becomes a Defaulting
Lender, each Lender hereby agrees that, upon written notice from the Borrower to the Lenders, the Borrower shall have the right, upon
written notice to the Lenders, to appoint as a successor Backup Administrative Agent any Lender that has an office in the United States
and that agrees, in its sole discretion at such time, to become the Backup Administrative Agent, and such successor Backup Administrative
Agent shall be entitled to all of the rights, powers, privileges and duties of the Backup Administrative Agent and the removed Backup
Administrative Agent shall be discharged from all of its duties as Backup Administrative Agent hereunder and under the other Credit Documents.
The Administrative Agent hereby agrees to provide to the Borrower from time to time at the Borrower’s request a list (which may
be in electronic form) setting out the names of the Lenders as of the date of such request, their respective Commitments, and the information
on record with the Administrative Agent for delivering notices to the Lenders in accordance with Section 10.4. Nothing in
this Section 9.11 shall constitute a waiver or release by the Borrower of any claims it may have hereunder or under the other
Credit Documents arising from any Administrative Agent becoming a Defaulting Lender.
| 9.13 | Backup Administrative Agent. |
(a) Notwithstanding
anything to the contrary contained in this Agreement or any of the other Credit Documents:
(i) during
any Wells Fargo Availability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken
by Wells Fargo in its capacity as the Primary Administrative Agent; (B) BofA will have no liability, and the other parties to this
Agreement hereby release BofA from all liability, for any actions taken during this time by Wells Fargo in its capacity as the Primary
Administrative Agent; and (C) if the Borrower or the Required Lenders make the determination referred to in clause (a) of the
definition of the term “Wells Fargo Unavailability Period,” then the Borrower or the Required Lenders, as applicable, shall
as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the
starting date of such Wells Fargo Unavailability Period;
(ii) during
any Wells Fargo Unavailability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be
taken by BofA in its capacity as the Backup Administrative Agent; (B) Wells Fargo will have no liability, and the other parties to
this Agreement hereby release Wells Fargo from all liability, for any actions taken during this time by BofA in its capacity as the Backup
Administrative Agent; and (C) if both the Borrower and the Required Lenders determine in their reasonable discretion (x) that
Wells Fargo is able to perform all the services required of it in its capacity as the Primary Administrative Agent and (y) that Wells
Fargo is not a Defaulting Lender, then the Borrower and the Required Lenders shall as promptly thereafter as is reasonably practicable
notify each of the other parties to this Agreement of such determination and of the ending day of the Wells Fargo Unavailability Period.
(b) During
the time between the giving of the notice of the determination referred to in clause (b) of the definition of the term “Wells
Fargo Unavailability Period” and the end of the Wells Fargo Unavailability Period, all parties shall work together to facilitate
a smooth transition of responsibility back to the Primary Administrative Agent.
(c) Without
limiting any other provision contained in any of the Credit Documents, each of the parties to this Agreement agrees to execute and deliver
any and all further documents, agreements and instruments, and take all further actions, that any of the other parties to this Agreement
may reasonably request in writing from time to time in order to effectuate this Section 9.13, including for the Primary Administrative
Agent and the Backup Administrative Agent to keep the other reasonably informed to facilitate one replacing the other at the start or
end of any Wells Fargo Unavailability Period.
(d) If
any of the Primary Administrative Agent, the Backup Administrative Agent or the Borrower from time to time reasonably requests in writing
a test of the mechanism for the replacement of the Primary Administrative Agent with the Backup Administrative Agent, and vice versa,
each of the parties to this Agreement agrees to reasonably cooperate with the other parties hereto to perform such test, all at the sole
cost and expense of the Borrower.
(e) Notwithstanding
anything to the contrary herein or in any other Credit Document, any amendment to or waiver of (i) any provision of this Article IX,
(ii) the definition of “Administrative Agent,” “Wells Fargo Availability Period” or “Wells Fargo Unavailability
Period” or (iii) any other provision in this Agreement or any other Credit Document that, in the case of clauses (i), (ii) or
(iii), affects the rights or duties of the Primary Administrative Agent or Backup Administrative Agent shall require the consent of the
Primary Administrative Agent and/or the Backup Administrative Agent, as applicable.
(a) Each
Lender, the Issuing Lender and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies
(which such notice shall be conclusive absent manifest error) such Lender or Issuing Lender or any other Person that has received
funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or the Issuing
Lender (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole
discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any
payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date
from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates)
with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of
payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received
in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such
amounts specified in clauses (i) or (ii) of this Section 9.14, whether received as a payment, prepayment or
repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous
Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt
of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any
of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or
claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to
any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation
waiver of any defense based on “discharge for value” or any similar doctrine.
(b) Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly notify the Administrative Agent in writing of such occurrence.
(c) In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand
from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment
on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount
of any such Erroneous Payment (or portion thereof) as to which such a demand was made in Same Day Funds and in the currency so received,
together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received
by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the Overnight Rate.
(d) In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate
of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then
at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such
Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments)
of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”)
to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate
in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify)
(such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”)
plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any
payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment.
Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time
by written notice to the applicable assigning Lender and upon such revocation all of the Loans assigned pursuant to such Erroneous Payment
Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto
acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any
payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall
govern in the event of any conflict with the terms and conditions of Section 10.6 and (3) the Administrative Agent may
reflect such assignments in the Register without further consent or action by any other Person.
(e) Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to
all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all
amounts at any time owing to such Payment Recipient under any Credit Document, or otherwise payable or distributable by the Administrative
Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 9.14 or
under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not
for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed
by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous
Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making for a payment on
the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction
of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the
case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.
(f) Each
party’s obligations under this Section 9.14 shall survive the resignation or replacement of the Administrative Agent
or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Credit Document.
(g) Nothing
in this Section 9.14 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s
receipt of an Erroneous Payment.
(h) For
the avoidance of doubt, the provisions of this Section 9.14 are not intended to, and shall not affect, the rights and obligations
of the Borrower under the Credit Documents to the extent related to principal, interest, fees or similar payment obligations and shall
not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for),
the Obligations of the Borrower relating to the amount (and/or timing for payment) of the Obligations that would have been payable had
such Erroneous Payment not been made by the Administrative Agent.
ARTICLE X
MISCELLANEOUS
| 10.1 | Expenses; Indemnity; Damage Waiver. |
(a) The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Arrangers and their respective
Affiliates (including the reasonable fees, charges and disbursements of counsel for the Primary Administrative Agent, the Backup Administrative
Agent and the Arrangers), 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 Credit Documents or any amendments, modifications or waivers of
the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
out-of-pocket expenses incurred by the Agents or any Lender (including the reasonable and documented fees, charges and disbursements of
any counsel for the Agents or any Lender), in connection with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Credit Documents, including its rights under this Section 10.1, or (B) in connection with
the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iv) any civil penalty or fine
assessed by OFAC against, and all reasonable and documented costs and expenses (including counsel fees and disbursements) incurred in
connection with defense thereof by, any Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by
OFAC.
(b) The
Borrower shall indemnify each Agent (and any sub-agent thereof), the Arrangers, each Lender, and each Related Party of any of the foregoing
persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages (including special, direct consequential or punitive damages), liabilities and related expenses (including the
fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by the Borrower or any Subsidiary thereof arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby
or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
Issuing Lender 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 Substances
on or from any property owned or operated by the Borrower or any Subsidiary thereof, or any Environmental Claim related in any way to
the Borrower or any Subsidiary thereof, 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
Subsidiary thereof, 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 (x) that such losses, claims, damages, liabilities or related expenses are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee, (y) resulting from a claim brought the Borrower or any Subsidiary thereof against such Indemnitee for a breach
in bad faith of such Indemnitee’s obligations under this Agreement or any other Credit Document, if the Borrower or such Subsidiary
has obtained a final nonappealable judgment of a court of competent jurisdiction finding a breach in bad faith by such Indemnitee, or
(z) arising from any dispute solely among Indemnitees, other than (A) any claims against any Agent, any Arranger or any other
titled agent in fulfilling its role as an agent hereunder and (B) any claims arising out of any act or omission on the part of the
Borrower or any of its Affiliates or Subsidiaries. This Section 10.1(b) shall not apply with respect to Taxes other than
any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) To
the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or 10.1(b) to
be paid by it to any Agent (or any sub-agent thereof), each Lender severally agrees to pay to the Administrative Agent (or any such sub-
agent) such Lender’s proportion (based on the percentages as used in determining the Required Lenders as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; 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 any Agent (or any such sub-agent)
in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) in connection
with such capacity. The obligations of the Lenders under this Section 10.1(c) are subject to the provisions of Section 2.3(c).
(d) To
the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Agent (or any
sub-agent thereof), the Arrangers, any Lender, or any Related Party of any of the foregoing persons (each such person being called a “Released
Person”), 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 Credit Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.
No Released Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems (including IntraLinks, SyndTrak or
similar systems) in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except
as a result of such Released Person’s gross negligence, willful misconduct or breach in bad faith of its obligations hereunder,
in each case, as determined by a court of competent jurisdiction by final and nonappealable judgment.
(e) To
the fullest extent permitted by applicable law, each Agent, the Arrangers, each Lender, and each Related Party of any of the foregoing
persons shall not assert, and hereby waives, any claim against any Credit 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 Credit Document or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby; provided
that the foregoing shall not in any way limit the Credit Parties’ or Lenders’ respective indemnification obligations hereunder,
including under Section 10.1(b) and 10.1(c), respectively.
(f) All
amounts due under this Section 10.1 shall be payable by the Borrower upon demand therefor.
10.2 Governing
Law; Submission to Jurisdiction; Waiver of Venue; Service of Process.
(a) This
Agreement and the other Credit Documents shall (except as may be expressly otherwise provided in any Credit Document) be governed by,
and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations
Law, but excluding all other choice of law and conflicts of law rules); provided that each Letter of Credit shall be governed by,
and construed in accordance with, the laws or rules designated in such Letter of Credit or application therefor or, if no such laws
or rules are designated, the International Standby Practices of the International Chamber of Commerce, as in effect from time to
time (the “ISP”), and, as to matters not governed by the ISP, the laws of the State of New York (including Sections
5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules);
provided further that, notwithstanding the foregoing, (i) the interpretation of the definition of
“Material Adverse Effect” (as defined in the Black Knight Acquisition Agreement) and whether a “Material Adverse Effect”
(as defined in the Black Knight Acquisition Agreement) has occurred, (ii) the determination of the accuracy of any Black Knight Acquisition
Agreement Representation and whether as a result of any inaccuracy thereof the Borrower has the right to terminate its or its Subsidiaries’
obligations pursuant to the Black Knight Acquisition Agreement or to decline to consummate the Black Knight Acquisition pursuant to the
Black Knight Acquisition Agreement, and (iii) the determination of whether the Black Knight Acquisition has been consummated in accordance
with the terms of the Black Knight Acquisition Agreement, in each case, shall be governed by, and construed in accordance with, the laws
of the State of Delaware without regard to the conflicts of law rules of such state..
(b) The
Borrower irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal
courts sitting in the Borough of Manhattan in the State of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each
of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this Agreement or in any Credit Document shall affect any right that the
Administrative Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document
against the Borrower or any of its properties in the courts of any jurisdiction.
(c) The
Borrower 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 Credit Document in any
court referred to in Section 10.2(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) Each
party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.4. Nothing in this
Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.
10.3 Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT 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 CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 10.3.
| 10.4 | Notices; Effectiveness; Electronic Communication. |
(a) Except
in the cases of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.4(b)),
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:
(i) if
to the Borrower, the Primary Administrative Agent, the Backup Administrative Agent, any Multicurrency Agent or the Issuing Lender, to
it at the address (or facsimile number) specified for such Person on Schedule 1.1(a); and
(ii) if
to any Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.
Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business
on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.4(b) shall
be effective as provided in Section 10.4(b).
(b) Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet
or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply
to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. Each of the Administrative Agent and the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic communication pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) (provided that, if such notice or other communication is not sent during the normal
business hours of the recipient, then such notice or communication shall be deemed to have been sent at the opening of business on the
next business day for the recipient) and (ii) notices or other communications posted to an internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor.
(c) Any
party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto (except that each Lender need not give notice of any such change to the other Lenders in their capacities as such).
10.5 Amendments,
Waivers, etc. No amendment, modification, waiver or discharge or termination of, or consent to any departure by the Borrower
from, any provision of this Agreement or any other Credit Document shall be effective unless in a writing approved by the Required Lenders
(or by the Administrative Agent at the direction or with the consent of the Required Lenders), and then the same shall be effective only
in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification,
waiver, discharge, termination or consent shall:
(a) unless
agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan or Reimbursement Obligation,
reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to
waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable
to the Administrative Agent or the Arrangers for their own accounts), (ii) waive, extend or postpone the final scheduled maturity
date or any other scheduled date for the payment of any principal of or interest on any Loan (including any scheduled date for the mandatory
termination of any Commitments), or waive, extend or postpone the time of payment of any fees hereunder (other than fees payable to the
Administrative Agent or the Arrangers for their own accounts), or waive, extend or postpone the time of payment of any Reimbursement Obligation
or any interest thereon, or waive, extend or postpone the expiry date of any Letter of Credit beyond the Letter of Credit Maturity Date,
or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood
that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory termination
of the Commitments, if agreed to by the Required Lenders, Required Dollar Revolving Lenders, Required Multicurrency Revolving Lenders
or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless
agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount
of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct
the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in the definition of
“Required Lenders”), (ii) change any other provision of this Agreement or any of the other Credit Documents requiring,
by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent,
(iii) [Reserved] or (iv) change or waive any provision of Section 2.12(e) or 2.14, any other provision
of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders, or this Section 10.5;
(c) change
any provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders
holding Loans of any Class differently than those of Lenders holding Loans of any other Class without the written consent of
the requisite percentage in interest of each affected Class of Lenders (i.e., the Required Dollar Revolving Lenders or the Required
Multicurrency Revolving Lenders, as applicable);
(d) unless
agreed to by each Multicurrency Revolving Lender, amend the definition of Foreign Currency; and
(e) unless
agreed to by each Lender, amend any provision or definition contained in this Agreement that would have the effect of (i) replacing
the Term SOFR Administrator with the Borrower or a Subsidiary of the Borrower, or (ii) replacing Term SOFR with a forward- looking
term rate based on SOFR administered by the Borrower or a Subsidiary thereof;
provided
further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition
to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any other Credit Document relating
to the Dollar L/C Commitment, the Multicurrency L/C Commitment or any Letter of Credit issued or to be issued by it, (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights
or duties of the Swingline Lender under this Agreement, (iii) no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Credit Document, (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto, (v) any waiver, amendment or modification of this Agreement that by its terms affects the rights
or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or
Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the Required
Dollar Revolving Lenders or the Required Multicurrency Revolving Lenders, as applicable, (vi) the Administrative Agent and the Borrower
shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without any further action
or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business
Days after notice thereof) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or
omission of a technical or immaterial nature in any such provision and (vii) the Ineligible Assignees Letter Agreement may be amended
in accordance with Section 9.10(b). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender.
Notwithstanding the fact that the consent of all Lenders is required
in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization
plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes
the unanimous consent provisions set forth herein.
Notwithstanding anything to the contrary in this Section 10.5,
Thethe Administrative
Agent (and, if applicable, the Borrower) may, without the consent of any Lender, enter into amendments or modifications to this Agreement
or any of the other Credit Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate
the terms of Section 2.15(h) in accordance with the terms of Section 2.15(h).
| 10.6 | Successors and Assigns. |
(a) 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 Borrower may assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.6(b), (ii) by
way of participation in accordance with the provisions of Section 10.6(d) or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 10.6(g) (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.6(d) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.
(b) Any
Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans (including for purposes of this Section 10.6(b), participations in Swingline Loans and Letters
of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) The
prior written consent of the Administrative Agent, each Swingline Lender, the Issuing Lender and the Borrower (such consent not to be
unreasonably withheld or delayed) is obtained, except that
(A) the
consent of the Borrower shall not be required if (x) an Event of Default pursuant to Section 8.1(a), 8.1(f) or
8.1(g) has occurred and is continuing at the time of such assignment; (y) with respect to any assignment by such Lender
of any of its rights and obligations other than its obligations to make Swingline Loans, such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; or (z) with respect to any assignment by such Lender of any if its obligations to make Swingline
Loans, such assignment is to a Swingline Lender of the applicable Class or an Affiliate or Approved Fund of any such Swingline Lender;
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 10 Business Days after having received written notice thereof; and
(B) the
consent of the Administrative Agent shall not be required for assignments in respect of a Commitment if such assignment is to a Person
that is a Revolving Lender or an Affiliate of a Revolving Lender;
(ii) (A) in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of a Class 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 clause (A) above, the aggregate amount of the Commitment of a Class (which
for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of a Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in
the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a
Commitment of a Class (which for this purpose includes Revolving Loans of such Class outstanding), in any case, treating assignments
to two or more Approved Funds under common management as one assignment for purposes of the minimum amounts, unless each of the Administrative
Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed);
(iii) (x) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans or Commitment of a Class assigned and (y) if the applicable assignee so agrees, any
assignment, whether partial or complete, by an assigning Lender who is obligated to make Swingline Loans under Section 2.2 or
who has any Swingline Loans outstanding at the time it assigns any of its rights and obligations under this Agreement with respect to
its Loans or Commitment of a Class shall include the assignment of a proportionate part of (1) its obligations to make Swingline
Loans of such Class under Section 2.2, if any, and (2) its outstanding Swingline Loans of such Class, if any;
(iv) the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500 for each assignment and the assignee, if it is not a Lender of the applicable Class, shall deliver to the
Administrative Agent an Administrative Questionnaire;
(v) no
such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries;
(vi) no
such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural person) or a Defaulting Lender; and
(vii) no
such assignment shall be made to any Ineligible Assignee.
Subject to
acceptance and recording thereof by the Administrative Agent pursuant to Section 10.6(c),
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 2.15(a), 2.15(b), 2.16, 2.17 and 10.1 with
respect to facts and circumstances occurring prior to the effective date of such assignment. If requested by or on behalf of the
assignee, the Borrower, at its own expense, will execute and deliver to the Administrative Agent a new Note or Notes to the order of
the assignee (and, if the assigning Lender has retained any portion of its rights and obligations hereunder, to the order of the
assigning Lender), prepared in accordance with the applicable provisions of Section 2.4 as necessary to reflect, after
giving effect to the assignment, the Commitments and/or outstanding Loans, as the case may be, of the assignee and (to the extent of
any retained interests) the assigning Lender, in substantially the form of Exhibits A-1 and/or A-2, as applicable. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with Section 10.6(d). If (A) a Lender assigns or transfers any of its rights or obligations hereunder or changes
its Lending Office and (B) as a result of circumstances existing at the date such assignment, transfer or change occurs, the
Borrower would be obliged to make a payment to the new Lender or Lender acting through its new Lending Office under Section 2.15 or 2.16,
then (except where an assignment or transfer occurs in the ordinary course of primary syndication of the Loan facilities or at the
request of the Borrower) the new Lender or Lender acting through its new Lending Office is only entitled to receive payment under Sections
2.15 and 2.16 to the same extent that the existing Lender or Lender acting through its previous Lending Office would have
been entitled if the assignment, transfer or change had not occurred.
(c) The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address for notices referred to
in Schedule 1.1(a) a copy of each Assignment and Assumption delivered to it 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 owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall
be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice.
In addition, at any time that a request for a consent for a material or substantive change to the Credit Documents is pending, any Lender
wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register.
(d) Any
Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Lender or any Swingline
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, a natural person), an Ineligible Assignee, 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 Commitments and/or the Loans (including such Lender’s participations in Swingline
Loans and Letters of Credit) 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 Agents, the Lenders and the Swingline Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement.
(e) 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 (subject to the terms and conditions of this Agreement) and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.5(a) and clause
(i) of Section 10.5(b) that affects such Participant.
(f) The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15(a), 2.15(b), 2.16 and 2.17
(subject to the requirements and limitations therein, including the requirements under Section 2.16 (it being understood
that the documentation required under Section 2.16(g) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that the Borrower
shall not be required to make, and such Participant shall not be entitled to receive, any greater payment under Section 2.15 or
2.16, with respect to any participation, than the Borrower would have been required to make to the relevant participating Lender,
and such participating Lender would have been entitled to receive from the Borrower, except to the extent such requirement to make and/or
entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation;
provided further that such Participant agrees to be subject to the provisions of Section 2.18 as if it were an assignee
under Section 10.6(b).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 2.18 with respect to any Participant. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.3 as though it were a Lender;
provided that such Participant agrees to be subject to Section 2.14(b) as though it were a Lender. Each Lender that sells
a participation shall, acting solely for this purpose as an non-fiduciary agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Credit 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 Credit Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.
(g) Any
Lender may at any time pledge or assign, or grant a security interest in, all or any portion of its rights under this Agreement (including
under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment or grant to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment or grant shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.
(h) The
words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act or any state laws based on the Uniform Electronic Transactions Act.
(i) Any
Lender or participant may, in connection with any assignment, participation, pledge or proposed assignment, participation or pledge pursuant
to this Section 10.6, disclose to the assignee, Participant or pledgee or proposed assignee, Participant or pledgee any information
relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto; provided that such assignee,
Participant or pledgee or proposed assignee, Participant or pledgee agrees in writing to keep such information confidential to the same
extent required of the Lenders under Section 10.12.
(j) Notwithstanding
anything to the contrary contained herein, if Wells Fargo assigns all of its Commitments and Loans in accordance with this Section 10.6,
Wells Fargo may resign as Issuing Lender upon written notice to the Borrower and the Lenders. Upon any such notice of resignation, the
Borrower shall have the right to appoint from among the Lenders a successor Issuing Lender; provided that no failure by the Borrower
to make such appointment shall affect the resignation of Wells Fargo as Issuing Lender. Wells Fargo shall retain all of the rights and
obligations of the Issuing Lender hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date
of its resignation and all obligations of the Borrower and the Revolving Lenders with respect thereto (including the right to require
the Revolving Lenders to make Revolving Loans or fund participation interests pursuant hereto).
(k) Assignments
by Swingline Lenders. In the case of any assignment by any Swingline Lender of any of its commitment to make Swingline Loans hereunder
where the assignee party has not assumed such Swingline Lender’s commitment to make Swingline Loans, such Swingline Lender shall
retain all of the rights powers and privileges of a “Swingline Lender” hereunder, including the right to require the Revolving
Lenders to make Revolving Loans or fund participation interests pursuant to Sections 2.2(e) and 2.2(f), and, until
any resignation as an Swingline Lender as permitted in the immediately following sentence, shall retain all of the obligations of a “Swingline
Lender” hereunder. Notwithstanding anything to the contrary contained herein and without limiting any Swingline Lender’s right
to assign its Commitments and Loans or its commitment to make Swingline Loans at any time, in the event of any assignment by a Swingline
Lender of all of its Commitments and Loans at a time when an Event of Default has occurred and is continuing (or at such other time with
the consent of the Borrower, such consent not to be unreasonably withheld) such Swingline Lender may resign as a Swingline Lender; provided
that, in the case of any such resignation, (x) such Swingline Lender shall retain all the rights, powers and privileges of a “Swingline
Lender” provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation,
including the right to require the Revolving Lenders to make Revolving Loans or fund participation interests in outstanding Swingline
Loans pursuant to Sections 2.2(e) and 2.2(f) and (y) the Borrower shall be entitled to appoint from among
the Lenders (which such Lenders may accept such appointment in their sole discretion) a successor Swingline Lender hereunder, provided,
however, that no failure by the Borrower to appoint any such successor shall affect such resignation of such Swingline Lender.
10.7 No
Waiver. The rights and remedies of the Primary Administrative Agent, the Backup Administrative Agent and the Lenders expressly set
forth in this Agreement and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies
available at law, in equity or otherwise. No failure or delay on the part of the Primary Administrative Agent, the Backup Administrative
Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege
or be construed to be a waiver of any Default or Event of Default. No course of dealing between the Borrower, the Primary Administrative
Agent, the Backup Administrative Agent or the Lenders or their agents or employees shall be effective to amend, modify or discharge any
provision of this Agreement or any other Credit Document or to constitute a waiver of any Default or Event of Default. No notice to or
demand upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the right of the Primary Administrative Agent, the Backup Administrative Agent or any Lender to exercise any
right or remedy or take any other or further action in any circumstances without notice or demand.
10.8 Survival.
All representations, warranties and agreements made by or on behalf of the Borrower in this Agreement and in the other Credit Documents
shall survive the execution and delivery hereof or thereof and the making and repayment of the Loans until the indefeasible payment in
full of the Obligations. In addition, notwithstanding anything herein or under applicable law to the contrary, the provisions of this
Agreement and the other Credit Documents relating to indemnification or payment of costs and expenses, including the provisions of Sections
2.15(a), 2.15(b), 2.16, 2.17 and 10.1, shall survive the payment in full of all Loans and Letters of Credit,
the termination of the Commitments and any termination of this Agreement or any of the other Credit Documents. Except as set forth above,
this Agreement and the Credit Documents shall be deemed terminated upon the indefeasible payment in full of the Obligations.
10.9 Severability.
To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision
shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.
10.10 Construction.
The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for convenience
only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as otherwise expressly provided
herein and in the other Credit Documents, in the event of any inconsistency or conflict between any provision of this Agreement and any
provision of any of the other Credit Documents, the provision of this Agreement shall control.
10.11 No
Fiduciary Duty. Each Agent, the Arrangers and the Lenders and their respective Affiliates (collectively, the “Lender Parties”),
may have economic interests that conflict with those of the Borrower and its Affiliates. The Borrower agrees that nothing in the Agreement
or the other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between any Lender Party, on the one hand, and the Borrower or any of its Affiliates, on the other. The Borrower acknowledges
and agrees that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights
and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and
the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed
an advisory or fiduciary responsibility in favor of the Borrower or its Affiliates with respect to the transactions contemplated hereby
(or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party
has advised, is currently advising or will advise the Borrower or its Affiliates on other matters) or any other obligation to the Borrower
except the obligations expressly set forth in the Credit Documents and (y) each Lender Party is acting solely as principal and not
as the agent or fiduciary of the Borrower, its Affiliates or any other Person. The Borrower acknowledges and agrees that it has consulted
its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment
with respect to the transactions contemplated hereby and the process leading thereto. The Borrower agrees that it will not claim that
any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or agency duty or similar duty to the Borrower,
in connection with the transactions contemplated hereby or the process leading thereto.
10.12 Confidentiality.
Each of the Primary Administrative Agent, the Backup Administrative Agent and the Lenders agree to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and other 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), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Requirements
of Law or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any
remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document
or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as
those of this Section 10.12, to (A) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (B) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Borrower and its obligations or (C) credit insurers and reinsurers, (vii) if required
by any rating agency; provided that prior to any such disclosure, such rating agency shall have agreed in writing to maintain the
confidentiality of such Information and the Borrower shall have been given prior notice as to what Information will be disclosed, (viii) with
the consent of the Borrower, (ix) to the extent such Information (A) becomes publicly available other than as a result of a
breach of this Section 10.12 or (B) becomes available to the Primary Administrative Agent, the Backup Administrative
Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its
Subsidiaries or Affiliates, (x) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the
issuance and monitoring of CUSIP numbers with respect to the credit facility described herein or (xi) deal terms and other information
customarily reported to bank market data collectors and similar service providers to the lending industry and service providers to the
Administrative Agent and the Lenders in connection with the administration of the Credit Documents.
For purposes of this Section 10.12,
“Information” means all information received from the Borrower or any Subsidiary thereof relating to any such Person
or any of their respective businesses, other than any such information that is available to the Primary Administrative Agent, the Backup
Administrative Agent or any Lender on a nonconfidential basis prior to such disclosure or is identified by the Borrower as nonconfidential.
Any Person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.
10.13 Counterparts;
Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof (except
for the Fee Letters). Except as provided in Section 3.1, thisThis
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile (or by PDF formatted page sent by electronic mail) shall be effective
as delivery of a manually executed counterpart of this Agreement. The words “execute,” “execution,” “signed,”
“signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Document or
any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or
authorization to be signed or delivered in connection with this Agreement or any other Credit Document or the transactions contemplated
hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic
platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid
and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which
has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format,
for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under
no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has
agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled
to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon
the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed
counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes,
including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation
among the Administrative Agent, the Lenders and any Credit Party, electronic images of this Agreement or any other Credit Document (in
each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as
any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Documents
based solely on the lack of paper original copies of any Credit Documents, including with respect to any signature pages thereto.
10.14 Disclosure
of Information. The Borrower agrees and consents to the Primary Administrative Agent’s, the Backup Administrative Agent’s
and the Arrangers’ disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications.
Such information will consist of deal terms and other information customarily found in such publications.
10.15 PATRIOT
Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act.
10.17 Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower or any Guarantor
in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the specified currency with such other currency on the Business Day
preceding that on which final, nonappealable judgment is given. The obligations of the Borrower or any Guarantor in respect of any sum
due to any Lender, the Issuing Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than
the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Issuing Lender
or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Issuing Lender
or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency
with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the
Issuing Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower and such Guarantor agrees, to
the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender,
the Issuing Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so
purchased exceeds (a) the sum originally due to any Lender, the Issuing Lender or the Administrative Agent, as the case may be, in
the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate
payment to such Lender under Section 2.14(b), such Lender, the Issuing Lender or the Administrative Agent, as the case may
be, agrees to remit such excess to the Borrower or such Guarantor.
10.19 Not
a Grandfathered Obligation. For purposes of determining withholding Taxes imposed under FATCA, from and after the Fifth Amendment
Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat)
this Agreement as not qualifying as a “grandfathered obligation” within the meaning of United States Treasury Regulation Section 1.1471-2(b)(2)(i).
10.20 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Credit 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 party hereto 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 Credit
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 Credit Documents provide support, through a guarantee or otherwise, for Hedge
Agreements 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 Credit Documents and any Supported
QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):
(a) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit 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 Credit
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: |
(i) “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.
(ii) “Covered
Entity” means any of the following:
(iii) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(iv) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(v) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(vi) “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.
(vii) “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).
| 10.22 | 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 its Affiliates and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at
least one of the following is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class
exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement,
(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of
PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of
Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
(b) In
addition, unless either (1) sub-clause (i) in the immediately preceding clause is true with respect to a Lender or (2) a
Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and its Affiliates and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the
Administrative Agent and its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or
any documents related hereto or thereto).
[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
Exhibit B
Amended Schedule 1.1(a) to the Credit Agreement
[see attached]
Schedule
1.1(a)
Commitments
and Notice Addresses1
Commitments
Lender |
Multicurrency
Commitment |
Dollar Commitment |
Wells Fargo Bank, National Association |
$260,000,000.00 |
-- |
Bank of America, N.A. |
$260,000,000.00 |
-- |
JPMorgan Chase Bank, N.A. |
$260,000,000.00 |
-- |
Bank of China, New York Branch |
-- |
$260,000,000.00 |
MUFG Bank, Ltd. |
$260,000,000.00 |
-- |
Citibank, N.A. |
$230,000,000.00 |
-- |
Fifth Third Bank, National Association |
$230,000,000.00 |
-- |
Goldman Sachs Bank USA |
$230,000,000.00 |
-- |
Mizuho Bank, Ltd. |
$230,000,000.00 |
-- |
PNC Bank, National Association |
$230,000,000.00 |
-- |
UBS AG, Stamford Branch |
$230,000,000.00 |
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch |
$190,000,000.00 |
-- |
Bank of Montreal, Chicago Branch |
$190,000,000.00 |
-- |
The Huntington National Bank |
$190,000,000.00 |
-- |
Société Générale, S.A. |
$130,000,000.00 |
-- |
China Construction Bank Corporation, New York Branch |
$130,000,000.00 |
-- |
Industrial and Commercial Bank of China Limited, New York Branch |
$130,000,000.00 |
-- |
KeyBank National Association |
$130,000,000.00 |
-- |
Manufacturers and Traders Trust Company |
$130,000,000.00 |
-- |
Total |
$3,640,000,000.00 |
$260,000,000.00 |
1
Credit Suisse AG, New York Branch’s commitment has been reduced to $0 as of the Thirteenth Amendment Effective Date.
Schedule 2.1
No Revolving Loans are outstanding or being sold
and assigned.
v3.24.1.1.u2
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May 31, 2024 |
Cover [Abstract] |
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|
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|
Document Period End Date |
May 31, 2024
|
Entity File Number |
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|
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Intercontinental Exchange, Inc.
|
Entity Central Index Key |
0001571949
|
Entity Tax Identification Number |
46-2286804
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
5660 New Northside Drive
|
Entity Address, Address Line Two |
Third Floor
|
Entity Address, City or Town |
Atlanta
|
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GA
|
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30328
|
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770
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Intercontinental Exchange (NYSE:ICE)
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