Exhibit 10.1

EXECUTION VERSION

$185,000,000

CREDIT AGREEMENT,

dated as of April 29, 2016

among

GRUBHUB HOLDINGS INC.,

as Borrower,

GRUBHUB INC.,

as Guarantor,

CERTAIN FINANCIAL INSTITUTIONS,

as the Lenders,

and

CITIBANK, N.A.,

as Administrative Agent for the Lenders

CITIBANK, N.A.

and

BMO CAPITAL MARKETS CORP.,

as Co-Lead Arrangers and Bookrunners

TABLE OF CONTENTS

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SCHEDULES

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CREDIT AGREEMENT

CREDIT AGREEMENT , dated as of April 29, 2016 (this “ Agreement ”), by and among GRUBHUB HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “ Borrower ”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “ Parent ”); CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (“ Citibank ”) and BMO HARRIS BANK, N.A. (“ BMOH ”), each other Lender from time to time party hereto (each a “ Lender ” and collectively, the “ Lenders ”); and Citibank, acting as Administrative Agent, Swing Line Lender and L/C Issuer.

W I T N E S S E T H:

WHEREAS , the Borrower has requested that the Lenders provide Revolving Loan Commitments pursuant to which (a) Revolving Loans will be made by the Lenders from time to time in an aggregate principal amount at any one time outstanding not to exceed the Revolving Loan Commitment Amount; (b) Letters of Credit will be issued by each L/C Issuer from time to time in a maximum aggregate principal amount at any one time outstanding not to exceed the Letter of Credit Commitment Amount; and (c) Swing Line Loans will be made by the Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Loan Commitment Amount, provided that, in any event, the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans, together with the aggregate principal amount of all Letter of Credit Outstandings, shall not at any one time exceed the Revolving Loan Commitment Amount; and

WHEREAS , the Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including Article V ), to extend such Commitments, make such Loans and issue (or participate in) Letters of Credit, in each case for the account of the Borrower;

In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Defined Terms .  The following terms when used in this Agreement , including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings:

“ Account ” means any “account” (as defined in Section 9-102(a)(2)(i) or 9-102(a)(2)(ii) of the U.C.C.) of any Person.

“ Accounting Change ” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“ Adjusted Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum obtained by dividing (rounded upwards to the next nearest 1/100 of 1%) (a) (i) the rate per annum equal to the rate determined by the Administrative Agent to be the rate per annum (rounded upward to the nearest 1/100 of 1%) appearing on Reuters LIBOR01 Page (or any successor page) as the London interbank offered Rate for deposits (for delivery on the first day of such Interest

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Period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two (2) Business Days prior to th e first day of such Interest Period, or (ii) in the event the rates referenced in the preceding clause (i) are not available, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the offered quotation rate to major banks in the London i nterbank market by the Administrative Agent for deposits (for delivery on the first day of the relevant Interest Period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its c apacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) two (2) Business Days prior to the first day of such Interest Period, by (b ) an amount equal to (i) one minus (ii) the Eurodollar Reserve Requirement; provided that, if the Adjusted Eurodollar Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“ Administrative Agent ” is defined in the preamble and includes each successor Administrative Agent pursuant to Section 9.5 .

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly through one or more of its intermediaries Controls or is Controlled by or is under direct or indirect common Control with such specified Person.  

“ Agreement ” is defined in the preamble.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of:

(a) the rate of interest announced publicly by Ci tibank in New York, New York, in effect on such date, as Citibank’s prime rate for loans denominated in Dollars;

(b) the Federal Funds Rate in effect on such day plus ½ of one percent; and

(c) the Adjusted Eurodollar Rate for a one month Interest Period on such day plus 2.00% (for the avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Agent from time to time) at approximately 11:00 a.m. London, England time on such day); provided , that if the Alternate Base Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Any change in the Alternate Base Rate due to a change in Citibank’s prime rate, the Federal Funds Rate or the Adjusted Eurodollar Rate shall be effective from and including the effective date of such change in Citibank’s prime rate, the Federal Funds Rate or the Adjusted Eurodollar Rate, respectively and without the necessity of notice being provided to the Borrower or any other Person.

“ AML Legislation ” is defined in Section 5.1.15 .

“ Anti-Corruption Laws ” means the Foreign Corrupt Practices Act of 1977 (the “ FCPA ”) and the rules, regulations and legally enforceable requirements thereunder, the United Kingdom Bribery Act 2010 (“ UK Bribery Act ”) and all laws, rules, and regulations of any jurisdiction applicable to the Loan Parties at the relevant time concerning or relating to bribery or corruption.

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“ Anti- Terrorism and AML Laws ” means any of the following” (a) Section 1 of Executive Order 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (Title 12, Part 595 of the US Code of Federal Regulations); (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the US Code of Federal Regulations); (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the US Code of Federal Regulations); (d) the Fo reign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the US Code of Federal Regulations); (e) the USA Patriot Act of 2001 (Pub. L. No. 107-56); (f) the U.S. Money Laundering Control Act of 1986, as amended; (g) the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; (h) Laundering of Monetary Instruments, 18 U.S.C. section 1956; (i) Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; (j) the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations (Title 31 Part 103 of the US Code of Federal Regulations); (k) any other similar United States federal Government Rule having the force of law and relating to money laundering, terrorist acts or acts of war ; and (l) any regulations promulgated under any of the foregoing.

“ Applicable Margin ” means (a) with respect to the unpaid principal amount of each Base Rate Loan, the applicable percentage set forth below in the column entitled “Applicable Margin for Base Rate Loans”; and (b) with respect to the unpaid principal amount of each Eurodollar Rate Loan, the applicable percentage set forth below in the column entitled “Applicable Margin for Eurodollar Rate Loans”.

The Consolidated Leverage Ratio that is used to compute the Applicable Margin shall be the Consolidated Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent pursuant to clause (f) of Section 7.1.1 ; changes in the Applicable Margin resulting from a change in the Consolidated Leverage Ratio shall become effective on the first day of the month following delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (f) of Section 7.1.1 .  If the Borrower shall fail to deliver a Compliance Certificate as and when required pursuant to clause (f) of Section 7.1.1 , the Applicable Margin from and including the date of such required delivery, to but not including, the date the Borrower delivers to the Administrative Agent such Compliance Certificate shall conclusively be presumed to equal the relevant Applicable Margin set forth at Level I above.  In the event that (i) any financial statement delivered pursuant to clause (a) or (b) of Section 7.1.1 or any Compliance Certificate delivered by the Borrower is shown to be inaccurate; and (ii) such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period than the Applicable Margin applied for such period, then (x) the Borrower shall promptly (and, in any event, within three (3) Business Days thereafter) deliver to the Administrative Agent a corrected Compliance Certificate for such period; (y) the Applicable Margin for such period shall be the corrected Applicable Margin; and (z) the Borrower shall promptly (and, in any

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event, within five (5) Business Days thereafter) pay to the Administrative Agent  the accrued additional interest owing as a result of the applicati on of such increased Applicable Margin for such period.  The Applicable Margin shall be automatically increased to the Applicable Margin set forth in Level I above during all periods of time in which any Event of Default has occurred and is continuing.  Su bject to the preceding sentence, until the first Compliance Certificate is delivered as provided in clause (f) of Section 7.1.1 after the Effective Date, the Applicable Margin shall conclusively be presumed to equal the relevant Applicable Margin set forth in Level IV above.

“ Applicable Revolving Percentage ” means, relative to any Lender, the percentage of the total Revolving Loan Commitment represented by such Lender’s Revolving Loan Commitment.  If the Revolving Loan Commitment has terminated or expired, the Applicable Revolving Percentage shall be determined based upon the Revolving Loan Commitment most recently in effect, giving effect to any assignments.

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

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.10(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“ Authorized Officer ” means, relative to any Loan Party, each Financial Officer and other officers of such Loan Party whose signatures and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.1 , as such certificate may be updated from time to time.

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

“ Bail-In Legislation ” means, 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 of such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Base Rate Loan ” means a Loan bearing interest at a fluctuating interest rate determined by reference to the Alternate Base Rate.

“ BMOH ” is defined in the preamble.

“ Borrower ” is defined in the preamble.

“ Borrowing ” means the Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by all Lenders on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.1 .

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“ Borrowing Request ” means a Borrowing Request, duly executed by an Authorized Officer of the Borrower, in substantially the form of Exhibit B-1 attached hereto.

“ Business Day ” means (a) any day on which the Administrative Agent is open for business and is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed under the Laws of, or are in fact closed in, New York, New York; and (b) relative to the making, continuing, conversion into, prepaying or repaying of any Eurodollar Rate Loan, any day which is a Business Day described in clause (a) above and which is also a day on which dealings in Dollars are conducted by and between banks in the London interbank eurodollar market.

“ Capitalized Lease ” of the Borrower means any lease of real or personal property by the Borrower as lessee which in accordance with GAAP, is classified on the balance sheet of the Borrower as a capitalized lease.

“ Capitalized Lease Liabilities ” means all monetary obligations of the Parent and its Subsidiaries under any Capitalized Lease and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity date thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“ Cash Collateral ” shall have a meaning correlative to the definition “Cash Collateralize” and shall include the proceeds of such cash collateral and other credit support.

“ Cash Collateralize ” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Lenders, as collateral for Letter of Credit Outstandings or obligations of the Lenders to fund participations in respect of Letter of Credit Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable L/C Issuer 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 each applicable L/C Issuer.

“ Cash Equivalent Investment ” means, at any time:

(a) any evidence of Indebtedness, maturing not more than one year after the date of issuance, issued or guaranteed by the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States);

(b) Dollar denominated commercial paper (including asset-backed commercial paper) and Euro denominated commercial paper rated at least A-1 by S&P or P 1 by Moody’s, which is issued by a corporation (other than an Affiliate of any Loan Party);

(c) any certificate of deposit or bankers’ acceptance or time de posit, maturing not more than one year after such time, which is issued by a commercial banking institution that (i) is a member of the Federal Reserve System; (ii) has a combined capital and surplus and undivided profits of not less than $1,000,000,000; and (iii) has a credit rating at least A-1 by S&P or P 1 by Moody’s;

(d) any investment in money market mutual funds rated at least AAA by S&P or aaa by Moody’s; provided , that in no event may the amount invested by any such money market mutual

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fund in any individual issuer exceed (i) more than 5% of the total amount invested by such money market mutual fund; or (ii) $200,000,000; or

(e) any repurchase agreement that is entered into with a commercial banking institution of the stature referred to in clause (c) that is secured by a fully perfected Lien in any securities of the type described in any of clauses (a) through (c) , has a maturity of not more than 90 days and a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation thereunder of such commercial banking institution.

“ Cash Management Liabilities ” means all obligations of the Parent or any of its Subsidiaries owing to any Lender or Affiliate thereof with respect to (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and depository network services) and (c) any other demand deposit or operating account relationships or other cash management services that are provided to the Parent or any of its Subsidiaries.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“ CERCLIS ” means the Comprehensive Environmental Response Compensation Liability Information System List.

“ CFTC ” means U.S. Commodity Futures Trading Commission.

“ Change in Control ” means:

(a) the failure at any time of the Parent to (i) own beneficially at least 100% of the issued and outstanding Equity Interests of the Borrower (whether voting or non-voting), on a fully diluted basis; or (ii) have and exercise voting power for the election of at least a majority of the board of directors of the Borrower, such Equity Interests to be held free and clear of all Liens (other than Liens in favor of the Lender Parties pursuant to the Loan Documents);

(b) the failure of the Borrower at any time to own beneficially 100% of the issued and outstanding Equity Interests of any of its Subsidiaries (whether voting or non-voting), on a fully diluted basis, such Equity Interests to be held free and clear of all Liens (other than Liens in favor of the Lender Parties pursuant to the Loan Documents);

(c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of Exchange Act), excluding the Parent, shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the outstanding Equity Interests of the Parent; or  

(d) the majority of the seats (other than vacant seats) on the board of d irectors or similar governing body of the Parent shall cease to be occupied by Persons (i) who were members of the board of directors or similar governing body of the Parent on the Effective Date; or (ii) who were

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nominated, appointed or approved by the Bo rrower or the Parent or the board of directors or similar governing body of the Borrower or the Parent.

“ Change in Law ” means the occurrence, after the Effective Date, of (a) the adoption or taking effect of any Law; (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith; and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

“ Citibank ” is defined in the preamble.

“ Class ” means each separate class of Lenders comprising the Lenders or the Swing Line Lender, as the case may be.

“ Code ” means the Internal Revenue Code of 1986, as amended or otherwise modified from time to time.

“ Co-Lead Arrangers ” means Citibank and BMO Capital Markets Corp., in their capacities as co-lead arrangers and book-runners.

“ Collateral ” means the “Collateral” or other similar term referred to in any Collateral Document and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Collateral Documents ” means, collectively, the Security Agreement, the Pledge Agreement, intellectual property security agreements, or similar agreements, and any joinders to any of the Collateral Documents delivered to the Administrative Agent pursuant to Section 7.1.8 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commitment ” means, as the context may require, a Lender’s Revolving Loan Commitment, Letter of Credit Commitment or Swing Line Loan Commitment.

“ Commitment Amount ” means, as the context may require, either (i) the Revolving Loan Commitment Amount; (ii) the Letter of Credit Commitment Amount; or (iii) the Swing Line Loan Commitment Amount.

“ Commitment Termination Event ” means (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9 or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3 or (ii) the giving of notice by the Administrative Agent, acting at the direction of the Required Lenders, to the Borrower that the Commitments have been terminated.

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“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et. seq.), as amended from time to time and any successor statute.

“ Commonly Controlled Entity ” means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is a part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code.

“ Communications ” means, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to any Lender Party by means of electronic communications pursuant to this Section, including through the Platform.

“ Compliance Certificate ” means a Compliance Certificate duly executed by a Financial Officer of the Parent, substantially in the form of Exhibit F attached hereto, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the compliance of the Loan Parties with the financial covenants contained herein.

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

“ Consolidated EBITDA ” means, for any period, the sum, without duplication, for such period, of Consolidated Net Income during such periods; plus the following to the extent deducted in calculating Consolidated Net Income:  (a) Consolidated Interest Expense during such period; (b) the provision for all income, franchise and similar taxes (whether paid or deferred) of the Parent and its Subsidiaries; (c) the amortization, accretion and depreciation of expense of the Parent and its Subsidiaries during such period; (d) reasonable fees, expenses and charges related to (A) the Loans and the Loan Documents, (B) other Indebtedness permitted to be incurred by the Borrower or any other Loan Party under this Agreement, and (C) mergers, acquisitions, restructurings and dispositions permitted by this Agreement in an aggregate amount during any rolling twelve month period not to exceed 10% of Consolidated EBITDA prior to giving effect to any such add-backs; (e) stock-based compensation expenses; and (f) other expenses reducing Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Parent and its Subsidiaries for such period), minus the following to the extent included in calculating Consolidated Net Income:  (i) all income and franchise tax credits; and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Parent and its Subsidiaries for such period).

“ Consolidated Interest Coverage Ratio ” means, as of the close of any Fiscal Quarter, the ratio, computed for the Rolling Period ending as of the close of such Fiscal Quarter, of:

to

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“ Consolidated Interest Expense ” means, for any period, the aggregate consolidated interest expense of the P arent and its Subsidiaries for such period, as determined in accordance with GAAP, including, without duplication, the portion of any Capitalized Lease Liabilities of the Parent and its Subsidiaries allocable to interest expense, all commissions, discounts and other fees charged with respect to letters of credit and bankers’ acceptance financing, the amortization of debt discounts and the net costs under Swap Agreements in respect of interest rates, and the interest portion of any deferred payment obligatio ns, in each case paid, payable or allocable during such period.

“ Consolidated Leverage Ratio ” means, as of the last day of any Fiscal Quarter, the ratio of:

to

“ Consolidated Net Income ” means, for any period, all amounts (exclusive of all amounts, net of tax, in respect of any extraordinary gains or losses) which, in accordance with GAAP, would be included as net income or net loss on the consolidated statements of income of the Parent and its Subsidiaries at such time; provided , however , that there shall be excluded from Consolidated Net Income, without duplication, (a) the income of any Person in which any other Person has a joint interest (other than a Subsidiary), except to the extent of the amount of dividends or other distributions that were actually paid in cash to the Parent or any of its Subsidiaries by such Person during such period; (b) the net income or net loss of any Person prior to the date it became a Subsidiary of, or was merged or consolidated into, the Borrower or any of its Subsidiaries; or (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of such dividends or distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of Law applicable to such Subsidiary.

“ Consolidated Total Indebtedness ” means, at any date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.  For purpose of determining Consolidated Total Indebtedness, the Indebtedness of the Parent or any Subsidiary in respect of a Swap Agreement on the date of determination shall be the maximum aggregate amount (giving effect to netting agreements) that the Parent or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Contingent Liability ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss (including by providing a Lien on its property or assets, maintaining any financial statement condition or liquidity level, or purchasing or leasing any property or services)) the indebtedness or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Equity Interests of any other Person.  The principal amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to

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be the outstanding principal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

“ Continuation/Conversion Notice ” means a Continuation/Conversion Notice duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit B-2 attached hereto.

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

“ Credit Extension ” means, as the context may require (a) the making of a Loan by a Lender; or (b) the issuance of any Letter of Credit, any increase in the Stated Amount of any Letter of Credit or the extension of any Stated Expiry Date of any existing Letter of Credit, by an L/C Issuer.

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

“ Default ” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“ Defaulting Lender ” means, subject to clause (b) of Section 4.14 , any Lender that (a) has failed to: (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, if any, shall be specifically identified in writing) has not been satisfied; or (ii) pay to the Administrative Agent or any other Lender Party any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due; (b) has notified the Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied); (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause upon receipt of such written confirmation by the Administrative Agent and the Borrower); or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law; (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; or (iii) became 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

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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 a ny contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Len der shall be deemed to be a Defaulting Lender (subject to clause (b) of Section 4.14 ) upon delivery of written notice of such determination to the Borrower and each other Lender Party.

“ Deposit Account ” has the meaning provided for in the U.C.C. and includes, without limitation, each bank account, lock-box account, concentration account and collateral account maintained by the Parent, the Borrower or any of their Subsidiaries.

“ Deposit Account Bank ” means each bank or other financial institution that has entered into a Deposit Account Control Agreement.

“ Deposit Account Control Agreement ” means each Deposit Account Control Agreement, in form and substance reasonably acceptable to the Administrative Agent, executed by a Deposit Account Bank and the Borrower or other applicable Loan Party.

“ Disbursement ” is defined in Section 2.7.3 .

“ Disbursement Date ” is defined in Section 2.7.3 .

“ Disclosure Schedule ” means the Disclosure Schedule attached as Schedule I hereto, as amended, supplemented or otherwise modified from time to time by the Borrower with the consent of the Administrative Agent and the Required Lenders.

“ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or any other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Equity Interests and cash in lieu of fractional shares of such Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale), (b) is redeemable at the option of the holder thereof (other than for Qualified Equity Interests and cash in lieu of fractional shares of such Qualified Equity Interests), in whole or in part (except as a result of a change of control or asset sale), (c) provides for and requires scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date in effect at the time of issuance; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees, directors, managers, officers or consultants of the Parent (or any parent company) or its Subsidiaries or by any such plan to such Persons, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Parent or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

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

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“ Domestic Subsidiary ” means each Subsidiary of the Borrower that is organized under the Laws of any State of the United States or the District of Columbia.

“ ECP Guarantor ” means, with respect to any transaction under a Lender Provided Swap Agreement, a Guarantor that, at the time such transaction is entered into or, if later, when such Guarantor becomes a party to a Guaranty, is an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act (and any related regulations promulgated thereunder and the applicable rules issued by the CFTC and/or the SEC) by virtue of having total assets exceeding $10,000,000 and/or satisfying any other criteria relevant to such status under said Section 1a(18) (and related regulations).

“ 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) if this definition and is subject to consolidated supervision with its parent.

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

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

“ Effective Date ” means the date this Agreement becomes effective pursuant to Section 10.8 .

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.10(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.10(b)(iii) ).

“ Environmental Laws ” means all Laws relating to public health and safety and protection of the environment, preservation or reclamation of natural resources, Release of any Hazardous Material or to health and safety matters, including CERCLA, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq ., the Clean Air Act of 1970, 42 U.S.C. §§ 7401 et seq ., the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601 et seq ., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C., §§ 651 et seq ., the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. §§ 11001 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300(f) et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq. , the Solid Waste Disposal Act, 42 U.S.C. §§ 6901 et seq ., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq ., and any similar or implementing state or local Law.

“ Equipment ” has the meaning provided for in the U.C.C. and includes, without limitation, all Equipment wherever located and whether or not affixed to any real property, including all accessories, additions, attachments, improvements, substitutions and replacements thereto.

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“ Equit y Interests ” means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other ownership in participation or equivalent interests (however designated, whether voting or non-v oting) of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether now outstanding or issued after the Effective Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any ERISA Reportable Event with respect to a Pension Plan or Multiemployer Plan; (b) the failure by any Pension Plan or Multiemployer Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) and, in the case of any Multiemployer Plan, Sections 431 and 432 of the Code, in all cases whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan or Multiemployer Plan; (d) the incurrence by the Borrower or any of it ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, or the commencement of proceedings by the PBGC to terminate any Pension Plan or Multiemployer Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any Withdrawal Liability; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ ERISA Reportable Event ” means (a) any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the 30 day notice period is waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 4043; (b) withdrawal from a Pension Plan described in Section 4063 of ERISA; (c) a cessation of operations described in Section 4062(e) of ERISA; (d) any requirement to make additional contributions or give security to any Pension Plan pursuant to Section 436 of the Code or Section 206(g) of ERISA; or (e) a  failure to make a payment required by Section 412(m) of the Code or Section 302(e) of ERISA when due.

“ 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.

“ Eurodollar Rate Loan ” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a fixed rate of interest determined by reference to the Adjusted Eurodollar Rate.  All Eurodollar Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Eurodollar Rate Loan.

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“ Eurodollar Reserve Requirement ” means, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, witho ut limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D of the F.R.S. Board) under regulations iss ued from time to time by the F.R.S. Board or other applicable banking regulator.  Without limiting the effect of the foregoing, the Eurodollar Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined or (b) any category of extensions of credit or other assets which include Euro dollar Rate Loans.  For the purposes of this Agreement, Eurodollar Rate Loans shall constitute Eurocurrency liabilities and shall be subject to applicable reserve requirements without the benefit of or credit for proration, exceptions or offsets that may b e available from time to time to the applicable Lender.  The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Requirement.

“ Event of Default ” is defined in Section 8.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Foreign Subsidiary ” means any Subsidiary (a) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code; (b) substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries described in clause (a) of this definition; or (c) the Equity Interests of which are directly or indirectly owned by any Subsidiary described in clause (a) .

“ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 11.7 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Lender Party or required to be withheld or deducted from a payment to a Lender Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Lender Party being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Other Connection Taxes; (b) in the case of a Lender Party, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other

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than pursuant to an assignment request by the Borrower under Section 4.13 ); or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.6 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to suc h Lender Party’s failure to comply with clause (g) of Section 4.6 ; and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ FATCA ” means Sections 1471 through 1474 of the Code as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Fund Rate ” means, for any day, the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent in a commercially reasonable manner.

“ Fee Letter ” means the Fee Letter, dated as of March 16, 2016, by and between Citibank, BMOH, and the Borrower.

“ Financial Officer ” means the president, chief financial officer and principal accounting officer, treasurer or controller of the Borrower and the Parent whose signatures and incumbency have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.1 or otherwise.

“ Fiscal Quarter ” means any fiscal quarter of a Fiscal Year.

“ Fiscal Year ” means any period of 12 consecutive calendar months ending on December 31.

“ Foreign Lender ” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Subsidiary ” means each Subsidiary of the Borrower that is not a Domestic Subsidiary.

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

“ F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.

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“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, ho lding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” is means generally accepted accounting principles in the United States of America as in effect from time to time.

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

“ Guarantor ” or “ Guarantors ” means the Parent and the other entities listed on the Guarantors Schedule and each direct or indirect Domestic Subsidiary subsequently acquired by the Parent.

“ Guarantors Schedule ” means the Guarantors Schedule attached as Schedule III hereto, as amended, supplemented or otherwise modified from time to time by the Borrower with the consent of the Administrative Agent and the Required Lenders.

“ Guaranty ” means the Guaranty made by the Parent under Article XI in favor of the Secured Parties and the Guaranty made by the other Guarantors in favor of the Secured Parties substantially in the form of Exhibit G attached hereto, together with each other guaranty and guaranty supplement delivered pursuant to Section 7.1.8 .

“ Hazardous Material ” means (a) any “hazardous substance” as defined by CERCLA, (b) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, (c) any petroleum product or (d) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance within the meaning of any Law relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material.

“ Incremental Commitment ” is defined in clause (a) of Section 2.11 .

“ Incremental Commitment Increase Effective Date ” is defined in clause (d) of Section 2.11 .

“ Incremental Commitment Joinder Agreement ” means Incremental Commitment Joinder Agreement, substantially in the form of Exhibit I attached hereto.

“ Incremental Commitment Request ” is defined in clause (a) of Section 2.11 .

“ Indebtedness ” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money, including all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (including, without li mitation, the Loans);

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(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit (including, without limitation, the Letters of Credit), whether or not drawn, and banker’s acceptances issued for the account of such P erson;

(c) all obligations of such Person in the nature of Capitalized Lease Liabilities;

(d) the Termination Value of all Swap Agreements of such Person;

(e) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable arising in the ordinary course of business), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all obligations of such Person to purchase, redeem, retire or otherwise acquire for value (including by means of converting into, or exchanging for, Indebtedness) any Equity Interest of another Person;

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

(h) al l obligations and liabilities secured by any Lien on such Person’s property or assets, even though such Person shall not have assumed or become liable for the payment thereof;

(j) all Off-Balance Sheet Obligations of such Person; and

(k) all Contingent Lia bilities of such Person in respect of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer; provided, however, that to the extent any such Indebtedness is limited recourse to the Parent or any of its Subsidiaries only the amount of such Indebtedness that is recourse to the Parent or its Subsidiaries shall be included for purposes of this definition.

“ Indemnified Liabilities ” is defined in Section 10.4 .

“ Indemnified Parties ” is defined in Section 10.4 .

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

“ Intellectual Property Collateral ” means, collectively, the Copyright Collateral, the Patent Collateral, the Trademark Collateral and the Trade Secrets Collateral, as set forth in Item 6.14 (“ Intellectual Property ”) of the Disclosure Schedule, each as defined in the Security Agreement.

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“ Interest Period ” means, relative to any Eurodollar Rate Loan, the period beginning on (and including) the da te on which such Eurodollar Rate Loan is made or continued as, or converted into, a Eurodollar Rate Loan pursuant to Section 2.4 or Section 2.5 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three, or six months thereafter, in each case as the Borrower may select in its relevant notice pursuant to Section 2.4 or Section 2.5 ; provided , however , that:

(a) the Borrower shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than six (6) different dates;

(b) if such Interest Period would otherwise end on a day which is not a Business Day, su ch Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day);

(c) if there is no numerically corresponding day in such month, such Interest Period shall end on the last Business Day of such month; and

(d) the Borrower shall not be permitted to select, and there shall not be applicable, any Interest Period that wo uld end later than the Maturity Date.

“ Inventory ” means “inventory” as defined in Section 9-102(a)(48) of the U.C.C.

“ Investment ” means, with respect to any Person, (a) any loan, advance, other extension of credit or capital contribution made by such Person to any other Person (excluding Accounts generated in the ordinary course of business of such Person and loans, advances or guarantees provided by such Person to or for the benefit of its employees in connection with an employee benefit program or arrangement); (b) any Contingent Liability of such Person incurred in connection with any item described in clause (a) ; and (c) any Equity Interest held by such Person in any other Person.  The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property.

“ Investment Company Act of 1940 ” means the Investment Company Act of 1940 (17 C.F.R. Part 270).

“ IRS ” means the United States Internal Revenue Service.

“ Issuance Request ” means an Letter of Credit Issuance Request duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit B-3 hereto.

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

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“ L/C Issuer ” means Citibank, in its capacity as issuer of Letters of Credit or any successor issuer of Letters o f Credit hereunder.  At the request of Citibank, another Lender or an Affiliate of Citibank may issue one or more Letters of Credit hereunder, in which event such other Lender or Affiliate shall be an L/C Issuer hereunder.

“ Lender ” or “ Lenders ” has the meaning specified in the preamble, and as the context requires, includes the Swing Line Lender.

“ Lender Party ” means, as the context may require, any Lender (including the Swing Line Lender), any L/C Issuer or the Administrative Agent, together with each of their respective successors, transferees and assigns.

“ Lender Provided Swap Agreement ” means any Swap Agreement between a Loan Party and a counterparty that at the time such Swap Agreement is entered into is a Lender or an Affiliate of a Lender.

“ Letter of Credit ” is defined in Section 2.1.2 .

“ Letter of Credit Commitment ” is defined in Section 2.1.2 .  The Letter of Credit Commitment is a sub-facility of the Revolving Loan Commitment and is a part of, and not in addition to, the Revolving Loan Commitment.

“ Letter of Credit Commitment Amount ” means, on any date, $10,000,000, as such amount is reduced from time to time in accordance with Section 2.3 , Section 8.2 or Section 8.3 .

“ Letter of Credit Outstandings ” means, on any date, an amount equal to the sum of (a) the then aggregate amount which is undrawn and available under all issued and outstanding Letters of Credit plus (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

“ Lien ” means any security interest, mortgage, pledge, hypothecation, collateral, assignment for security, encumbrance, lien (statutory or otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation, or other priority or preferential arrangement in the nature of a security interest.

“ Loan ” means, as the context may require, either (i) a Revolving Loan; or (ii) a Swing Line Loan.

“ Loan Documents ” means, collectively, this Agreement, the Notes, the Letters of Credit (and any applications related thereto), the Fee Letter, the Security Agreement, the Pledge Agreement, the other Collateral Documents, the Guaranty, each Assignment and Assumption, each Deposit Account Control Agreement and each other agreement, instrument or document executed and delivered pursuant to or in connection with this Agreement and the other Loan Documents.  Any reference in this Agreement or any other Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such other Loan Document as the same may be in effect at any and all times such reference becomes operative.

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“ Loan Party ” or “ Loan Parties ” means, collectively, the Parent, the Borrower and each Domestic Subsidiary of the Parent or any other Person (other than any Lender Party) that has executed the Guaranty or a supplement thereto.

“ Margin Stock ” shall have the meaning set forth in Regulation U of the Board.

“ Material Acquisition ” means any Permitted Acquisition in excess of $100,000,000.

“ Material Adverse Effect ” means any event or series of events (whether or not related) that could reasonably be expected to have a material adverse effect on:

(a) the business, assets, operations, properties, condition (f inancial or otherwise) or prospects of the Parent and its Subsidiaries, taken as a whole;

(b) the ability of the Parent, the Borrower or any other Loan Party to perform or pay its Obligations in accordance with the terms hereof or of any other Loan Documen t;

(c) the Administrative Agent’s first priority security interest (subject to any Liens permitted in Section 7.2.3 ) in the Collateral; or

(d) the validity or enforceability of any Loan Document or the rights and remedies available to the Administrative Ag ent or the Lenders under any Loan Document.

“ Maturity Date ” means April 28, 2021.

“ Minimum Collateral Amount ” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of all the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, and (b) otherwise, an amount determined by the Administrative Agent and each applicable L/C Issuer in their sole discretion.

“ Monthly Payment Date ” means the last Business Day of each calendar month or, if any such day is not a Business Day, the next succeeding Business Day.

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

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Disposition Proceeds ” means the sum of:

(a) the gross cash proceeds received by the Parent or any of its Subsidiaries (i) from any Permitted Disposition or (ii) as a result of the taking of any of their assets under the power of eminent domain, condemnation or similar proceeding (each, a “ Taking ”), including any cash payments received by way of a deferred payment of principal pursuant to a note or installment receivable or otherwise, but only when and as received;

minus

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(b) in connection with suc h Permitted Disposition or Taking (i) all reasonable and customary fees and expenses paid in cash by the Parent or any of its Subsidiaries which have not been paid to the Parent, any of its Subsidiaries or any of their Affiliates; (ii) all taxes actually p aid or reasonably estimated by the Parent (determined in good faith by a Financial Officer) to be payable in cash in the same year of such Permitted Disposition; and (iii) all Indebtedness (other than Indebtedness incurred pursuant to the Loan Documents) p ermitted by this Agreement that is payable to a Person other than the Parent, any of its Subsidiaries or any of their Affiliates, which Indebtedness is secured by the assets the subject of a Permitted Disposition or Taking and is required to be repaid (and is in fact repaid) by the holder thereof upon consummation of such Permitted Disposition or Taking.

“ Net Insurance Proceeds ” means the sum of:

(a) insurance proceeds that have been received on account of the loss or damage to any of the property of the Pa rent or any of its Subsidiaries, net of all out-of-pocket fees and expenses paid in cash by the Parent or any of its Subsidiaries (to Persons other than the Parent, any of its Subsidiaries or any of their Affiliates) in connection with the adjustment, settlement or collection of any claims;

minus

(b) all Indebtedness (other than Indebtedness incurred pursuant to the Loan Documents) permitted by this Agreement that is payable to a Person other than the Parent, any of its Subsidiaries or any of their Affiliat es, which Indebtedness is secured by the property or assets the subject of the relevant insurance event and is required to be repaid (and is in fact repaid) by the holder thereof upon the occurrence of such insurance event.

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (ii) has been approved by the Required Lenders.

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

“ Note ” means, as the context may require, either a Revolving Note or a Swing Line Note.

“ Obligations ” means (a) all obligations (monetary or otherwise) of the Parent, the Borrower and each other Loan Party arising under or in connection with this Agreement and each other Loan Document, including principal, interest (including post default interest and interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding referred to in Section 8.1.9 , whether or not a claim for post filing or post-petition interest is allowed in any such proceeding), reimbursement obligations, fees, indemnities, costs and expenses (including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender required to be paid by the Borrower) that are owing under this Agreement and the other Loan Documents, in each case whether now existing or hereafter incurred, direct or indirect, absolute or contingent, and due or to become due; (b) the Cash Management Liabilities; and (c) Swap Liabilities arising from any Swap Agreement that is entered into in accordance with the terms of this Agreement and at the time of entering into was between the Borrower or any of its Subsidiaries, on the one hand, and a Lender or an Affiliate of a Lender, on the other hand, provided that Obligations shall exclude any Excluded Swap Obligations.

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

“ OFAC Laws ” means any laws, regulations, and executive orders relating to the economic sanctions programs administered by OFAC, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the OFAC, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“ Off-Balance Sheet Obligation ” means the monetary obligation of a Person under (a) a so called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use of property or sale of assets that creates obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as Indebtedness of such Person (without regard to accounting treatment).

“ Organizational Document ” means, with respect to any Loan Party, its articles of incorporation, partnership agreement, operating agreement, bylaws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

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

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.13 ).

“ Parent ” is defined in the preamble.

“ Participant ” is defined in clause (d)(i) of Section 10.10 .

“ Participant Register ” is defined in clause (d)(ii) of Section 10.10 .

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“ Percentage ” means, relative to any Lender, the percentage set forth opposite the name of such Lender on Schedule II hereto, in a duly executed Incremental Commitment Joinder Agreement or in a duly executed Assignment and Assumption, as such percentage may be adjuste d from time to time pursuant to each Assignment and Assumption executed and delivered pursuant to Section 10.10 .

“ Permitted Acquisition ” means the acquisition (including Material Acquisitions) by the Borrower or any of its Subsidiaries of all or substantially all the assets of a Person or line of business of a Person, or all or substantially all of the Equity Interests of a Person (referred to herein as the “ Acquired Entity ”); provided that (a) such Acquired Entity is engaged in the same or similar line of business or a business reasonably related and complementary thereto or a logical extension thereof; (b) such acquisition was not preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the Parent, any of its Subsidiaries or any of their Related Parties; (c) the Acquired Entity shall, upon consummation of the acquisition, be owned (or, in the case of an asset purchase, such assets shall be owned) by the Borrower or a Wholly-Owned Subsidiary that is a Domestic Subsidiary of the Borrower; (d) at the time of such transaction, both immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (e) after giving effect to any such acquisition and incurrence or assumption of Indebtedness in connection therewith, the Parent and its Subsidiaries, as of the end of the most recent Fiscal Quarter for which financial statements have been delivered, the Consolidated Leverage Ratio shall be less than 2.25 to 1.00; (f) immediately before and after giving effect to any such acquisition and the incurrence of Indebtedness in connection therewith, the Parent and its Subsidiaries are in compliance with the negative covenant regarding the Consolidated Interest Coverage Ratio set forth in Section 7.2.4(a) as of the end of the most recent Fiscal Quarter for which financial statements have been delivered; (g) all actions required to be taken with respect to such Acquired Entity under Section 7.1.8 shall have been taken with the required time frames; (h) satisfactory evidence of compliance with clauses (e) and (f) ; and (i) any other financial information, transactional information or other information reasonably requested by the Administrative Agent shall be provided to the Administrative Agent at least ten (10) days prior to the closing of any such acquisition (including, without limitation, information required pursuant to Section 5.1.15 ).

“ Permitted Disposition ” means any sale, lease, transfer or other disposition of assets (including, without limitation, Equity Interests of any Subsidiary of the Parent and Accounts) of the Parent or any of its Subsidiaries not otherwise permitted by clause (a) or (b) of Section 7.2.9 ; provided , however , that (a) the Borrower and each of its Subsidiaries shall receive only cash consideration therefor; (b) the aggregate fair market value of all the assets subject to such dispositions shall not exceed at any time (i) an amount equal to 10% of the total net asset value reflected on the most recent consolidated financial statement of the Parent and its Subsidiaries; or (ii) during the term of this Agreement, an aggregate amount equal to 30% of the total net asset value reflected on the most recent consolidated financial statement of the Parent and its Subsidiaries, (c); the Parent and its Subsidiaries shall have received fair value therefor; and (d) both immediately before and after giving effect to each such disposition no Default or Event of Default shall have occurred and be continuing.

“ Permitted Refinancing Indebtedness ” means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness (“ Refinanced Indebtedness ”); provided that; (a) the principal amount (or accreted value, if applicable) of such refinancing, refunding, extending, renewing or replacing Indebtedness is not greater than the principal amount (or accreted value, if applicable) of such

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Refinanced Indebtedness; (b) such refinancing, refunding, extending, renewing or replacing Indebtedness has a final maturity that is no sooner than, and a Weighted Average Life to Maturity that is no shorter than, such Refinanced Indebtedness; (c) if such Refinanced Indebtedness or an y Contingent Liabilities thereof are subordinated to the Obligations, such refinancing, refunding, extending, renewing or replacing Indebtedness and any Contingent Liabilities thereof are subordinated on terms no less favorable to the Lenders in any materi al respect; (d) the obligors in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing are the only obligors on such refinancing, refunding, extending, renewing or replacing Indebtedness, except as otherwise permitted hereunder; and (e) the terms and conditions (excluding interest rates and any prepayment premium, redemption or put provisions) of any such Permitted Refinancing Indebtedness, taken as a whole, are not materially less favorabl e to the Lenders than the terms and conditions of the Refinanced Indebtedness; provided that a certificate of a Financial Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together w ith a reasonably detailed description of the material terms and conditions, of such Indebtedness or substantially final drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions sati sfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements.

“ Person ” means any natural person, corporation, partnership, limited liability company, firm, joint venture, association, company, partnership, trust, Governmental Authority or other entity, whether acting in an individual, fiduciary or other capacity.

“ Platform ” is defined in Section 10.2(c) .

“ Pledge Agreement ” means the Pledge Agreement substantially in the form of Exhibit G attached hereto.

“ Pro Rata ” means (a) with respect to all payments, computations and other matters relating to any Revolving Loan or the Revolving Loan Commitment of any Revolving Lender, including any Letters of Credit or Swing Line Loans issued or participated in by each such Lender, such Lender’s Percentage with respect to the same; and (b) for all other purposes the percentage obtained by dividing (i) the Revolving Loan Commitment Amount of such Lender (or, if the Revolving Loan Commitment has been terminated, the sum of the aggregate outstanding principal amount of the Revolving Loans of such Lender plus the aggregate principal amount of all participations by such Lender in any Letter of Credit Outstandings and obligation to make Revolving Loans with respect to outstanding Swing Line Loans) by (ii) the Revolving Loan Commitment Amount of all the Lenders (or, if the Revolving Loan Commitment has been terminated, the sum of the aggregate outstanding principal amount of the Revolving Loans of all the Lenders plus the aggregate principal amount of all participations of all the Lenders in any Letter of Credit Outstandings and obligation to make Revolving Loans with respect to outstanding Swing Line Loans).

“ Qualified Equity Interest ” means any Equity Interest, other than a Disqualified Equity Interest.

“ Quarterly Payment Date ” means the last Business Day of each March, June, September and December, or, if any such day is not a Business Day, the next succeeding Business Day.

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“ Real Property Assets ” means all in terest (including leasehold interests) of any Loan Party in any real property, including those referred to in Item 6.10(c) (“ Real Property Assets ”) of the Disclosure Schedule.

“ Refunded Swing Line Loans ” is defined in clause (b) of Section 2.8 .

“ Register ” is defined in clause (c) of Section 10.10 .

“ Reimbursement Obligation ” is defined in Section 2.7.4 .

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

“ Release ” means a “release” or “threatened release” as such terms are defined in CERCLA, including any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material into the indoor or outdoor environment.

“ Required Lenders ” means, at the time any determination thereof is to be made, Non Defaulting Lenders holding more than 50% of the then aggregate unused Commitments and unpaid principal amount of the Loans and Letter of Credit Outstandings (excluding the Commitments and aggregate unpaid principal amount of Loans, Letter of Credit Outstandings and unused Commitments held by Defaulting Lenders).

“ Resource Conservation and Recovery Act ” means, collectively, the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, as amended, 42 U.S.C. §§6901, et seq ., as in effect from time to time.

“ Revolving Credit Exposure ” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in Letter of Credit Outstandings and Swing Line Loans at such time.

“ Revolving Loan Commitment ” is defined in Section 2.1.1 .

“ Revolving Loan Commitment Amount ” means, on any date, $185,000,000, as such amount may, from time to time, be increased pursuant to Section 2.11 or reduced pursuant to Section 2.3 , Section 8.2 or Section 8.3 .

“ Revolving Loan Commitment Termination Date ” means the earliest of (a) April 28, 2021; (b) the date on which the Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to Section 2.3 ; and (c) the date on which any Commitment Termination Event occurs.  Upon the occurrence of any event described above, the Revolving Loan Commitments shall terminate automatically and without any further action.

“ Revolving Loans ” is defined in Section 2.1.1 .

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“ Revolving Note ” means a prom issory note of the Borrower that is payable to any Lender, substantially in the form of Exhibit A-1 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Revolving Loans, and also means all other p romissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Rolling Period ” means, as of any date of calculation, the immediately preceding four Fiscal Quarters.

“ S&P ” means Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc.

“ Sanctioned Country ” means, at any time, any country or territory, in each case, to the extent that such country or territory itself is the subject (or becomes the subject) of any Sanctions. (at the time of this Agreement, the Crimea Region, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means any Person subject to international economic sanctions adopted, administered or enforced by the United Nations Security Council, the European Union, Canada (including any Persons subject to country specific or activity-specific sanctions administered by the Department of Foreign Affairs, Trade and Development), the United Kingdom, OFAC (including any persons subject to country-specific or activity-specific sanctions administered by OFAC and any persons named on any OFAC List), the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of State or pursuant to any other law, rules, regulations or other official acts of the United States (each of the foregoing, collectively, “ Sanctions ”). As of the date hereof, certain information regarding Sanctioned Persons issued by the United States can be found on the website of the United States Department of Treasury at www.treas.gov/ofac/.  

“ Sanctions ” is defined in the definition of “Sanctioned Person”.

“ Sanctions Laws ” means the economic sanctions laws, regulations, rules, embargoes or restrictive measures promulgated or administered by any Governmental Authority, including without limitation the sanctions and other restrictive measures applied by OFAC, the US Department of State, the European Union (and its member states) in pursuit of the Common Foreign and Security Policy objectives set out in the Treaty on European Union or Her Majesty’s Treasury.  

“ SEC ” means the United States Securities and Exchange Commission.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, each L/C Issuer, Lenders or Affiliates of Lenders who entered into interest rate Swap Agreements in accordance with the terms of this Agreement, Lenders or Affiliates of Lenders with Cash Management Liabilities in accordance with the terms of this Agreement, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.4 , and the other Persons with Obligations owing to which are or are purported to be secured under the terms of the Collateral Documents.

“ Security Agreement ” means the Security Agreement substantially in the form of Exhibit F attached hereto.

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“ Solvent ” means, when used with respect to any Person, that, as of any date of determination:

(a) the amount of the “present fair saleable value” of the assets of such Person, as of such date, exceeds the amount of all “liabilities of such Person, contingent or otherwise”, as o f such date, as such value is established and such liabilities are evaluated in accordance with Section 101(32) of the Federal Bankruptcy Code and the relevant state Debtor Relief Laws governing determinations of the insolvency of debtors of New York and each state where such Person is organized or has its principal place of business;

(b) such Person does not have, as of such date, an unreasonably small amount of capital with which to conduct its business; and

(c) such Person is able to pay its debts as the y mature.

For purposes of this definition, (i) “debt” means liability on a “claim”; and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Specified Loan Party ” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.7 ).

“ Stated Amount ” of each Letter of Credit means the total amount available to be drawn under such Letter of Credit upon the issuance thereof.

“ Stated Expiry Date ” is defined in Section 2.7.1 .

“ Subsidiary ” means, with respect to any Person:

(a) any corporation of wh ich more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors or other governing body of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, or by one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than 50% of such Equity Interests (whether by proxy, agreement, operation of  law or otherwise); or

(b) any partnership, joint venture, limited liability company or other entity as to which such Person, or one or more Subsid iaries of such Person, owns (whether in the form of voting or participation in profits or capital contribution) more than a 50% Equity Interest, acts as the general partner or has power to direct or cause the direction of management and policies, or the power to elect the managing partner (or the equivalent), of such partnership, joint venture, limited liability company or other entity, as the case may be.

“ Swap Agreement ” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one

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or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financia l or pricing risk or value or any similar transaction or any combination of these transactions.

“ Swap Liabilities ” means any and all obligations of the Parent or any of its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired, under (a) any and all Swap Agreements; and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

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

“ Swing Line Lender ” means Citibank, acting solely in its capacity as the Lender, making Swing Line Loans, and any successor thereto in such capacity.

“ Swing Line Loans ” are defined in Section 2.1.3 .

“ Swing Line Loan Commitment ” is defined in Section 2.1.3 .  The Swing Line Loan Commitment is a sub facility of the Revolving Loan Commitment and is a part of, and not in addition to, the Revolving Loan Commitment.

“ Swing Line Loan Commitment Amount ” means, on any date, $10,000,000, as such amount is reduced from time to time pursuant to Section 2.3 .

“ Swing Line Note ” means a promissory note of the Borrower payable to the Swing Line Lender, in the form of Exhibit A-2 attached hereto, evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from outstanding Swing Line Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Taking ” is defined in clause (a) of the definition “Net Disposition Proceeds”.

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

“ Termination Value ” means, with respect to one or more Swap Agreements at any time, after taking into account the effect of any netting agreement relating to such Swap Agreements, the maximum aggregate amount that the Borrower or any of its Subsidiaries would be required to pay if any such Swap Agreement was terminated at such time.

“ Type ” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a Eurodollar Rate Loan.

“ U.C.C. ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ United States ” or “ U.S. ” means the United States of America.

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“ Unused Commitment Fee Rate ” means the applicable percentage set forth below the column entitled “Unused Commitment Fee Rate” in the table in the definition of “Applicable Margin”.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 4.6(g)(ii)(B)(3) .

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Permitted Refinancing Indebtedness, the effects of any amortization or prepayments made on such Permitted Refinancing Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“ Wholly-Owned Subsidiary ” means any Subsidiary of a Person of which the securities (except in the case of a corporation for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such Person or one or more Wholly-Owned Subsidiaries of 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 any Loan Party and the Administrative Agent.

“ Write-Down and Conversion Powers ” means, 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.

Section 1.2 Use of Defined Terms .  Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each disclosure schedule and each other Loan Document .

Section 1.3 Certain Rules of Construction .  Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document , as the case may be.  The words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer, as the context may require, to the relevant agreement as a whole, including all annexes, exhibits and schedules, and not to any particular section, subsection or clause contained in such agreement , annex, exhibit or schedule.  Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders.  The words “ including ”, “ includes ” and “ include ” shall be

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deemed to be followed by the words “without limitation”, and where general words are followed by a specific listing of items, the general words shall be given their widest meaning and shall not be limited by an enumeration of specific matters; the word “ or ” is not exclusive; references to Persons include their respective successors and assigns ( to the extent and only to th e extent permitted by the Loan Documents ) or , in the case of any Governmental Authority, Persons succeeding to the relevant functions of such Governmental Authority ; all references to any Law shall include any amendments and successors of the same; all ref erences to any agreement , instrument or document shall refer to each such agreement , instrument or document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on any of the foregoing as may be set forth in this Agreement ); and the words “ asset ” and “ property ” shall have the same meaning and refer to tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  A Default shall be deemed to exist at all times duri ng the period commencing on the date that such Default occurs to the date on which such Default is waived by the applicable Lender Parties as required under Section 10.1 or cured within any period of cure expressly provided for in this Agreement .  An Event of Default shall be deemed to exist at all times during the period commencing on the date that such Event of Default occurs to the date on which such Event of Default is waived by the applicable Lender Parties as required under Section 10.1 .   Whenever any provision in any Loan Document refers to the knowledge ( or an analogous phrase) of any Loan Party , such words are intended to signify that a senior member of management, a senior officer or a member of the board of directors or comparable bo dy of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or a senior member of management, senior officer or member of the board of directors or comparable body of such Loan Party , if it had exercised reasonable diligenc e, would have known or been aware of such fact or circumstance.  For purposes of computing a period of time from a specified date, the word “ from ” means “ from and including ” and the word “ to ” and “ until ” each mean “ to , but excluding”; provided that in calc ulating fees and interest payable hereunder , such period shall, in any event, consist of at least one full day.  Reference to “ ordinary course of business ” means, in respect of any transaction relating to a Loan Party , the ordinary course of such Loan Part y ’s business that is substantially the same as previously conducted by such Loan Party or is substantially consistent with past practice of such Loan Party , in each case undertaken by such Loan Party in good faith and not for the purpose of evading any cov enant or restriction contained in this Agreement or any other Loan Document .

Section 1.4 Accounting and Financial Determinations .  Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder ( including under Section  7.2.4 ) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with GAAP , as in effect from time to time; provided that notwithstanding the foregoing, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding any other provision contained herein , all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to the re-characterization of leases that would have been characterized as operating leases on the Effective Date as Capitalized Leases .  In the event that any Accounting Change shall occur that results in a change in the method of calculation of financial covenants, standards or terms in this Agreement , the Borrower and the Administrative Agent shall enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition and performance of the Parent and its Subsidiaries shall be the same after such Accounting

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Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Parent , the Borrower , the Administrative Agent and the Required Lenders , all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Acco unting Changes had not occurred.   

Section 1.5 Rounding .  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

ARTICLE II.
COMMITMENTS A ND CREDIT EXTENSIONS

Section 2.1 Commitments .  On the terms and subject to the conditions of this Agreement ( including Article V ) , each Lender severally agrees to make Loans , and each L/C Issuer agrees that it will issue Letters of Credit and each Lender severally agrees that it will purchase participation interests in each such Letter of Credit , all pursuant to the Commitments described in this Section.

2.1.1 Revolving Loan Commitment .  From time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date , each Lender agrees to make loans (relative to such Lender , its “ Revolving Loans ”) to the Borrower equal to such Lender ’s Percentage of the aggregate amount of the Borrowing of the Revolving Loans requested by the Borrower to be made on such day.  The commitment of each Lender described in this Section is herein referred to as its “ Revolving Loan Commitment ”.  On the terms and subject to the conditions hereof , the Borrower may from time to time borrow, prepay and re-borrow Revolving Loans.

2.1.2 Letter of Credit Commitment .  From time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date and not less than 30 Business Days prior to the Maturity Date , each L/C Issuer will issue one or more standby letters of credit (relative to such L/C Issuer , its “ Letter of Credit ”) for the account of the Borrower or its Domestic Subsidiaries subject to the terms and conditions contained herein and pursuant to the procedures set forth in Section 2.7 . The commitment of each L/C Issuer to issue, and each Lender to participate in, each Letter of Credit described in this Section is herein referred to as the “ Letter of Credit Commitment ”.

2.1.3 Swing Line Loan Commitment .  From time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date , in reliance upon the agreements of the other Lenders set forth in Section 2.8 , the Swing Line Lender may in its sole discretion make loans (relative to such Lender , its “ Swing Line Loans ”) to the Borrower equal to the aggregate amount of the Borrowing of the Swing Line Loans requested by the Borrower to be made on such day not to exceed at any time the Swing Line Loan Commitment Amount .  The (a) commitment of the Swing Line Lender to consider requests by the Borrower to make the Swing Line Loan and the making of such Swing Line Loans in its sole discretion, and (b) deemed irrevocable and unconditional purchase of a participation interest set out in Section 2.8 of the other Lenders is herein referred to as the “ Swing Line Loan Commitment ”.  On the terms and subject to the conditions hereof , the Borrower may from time to time borrow, prepay and re-borrow Swing Line Loans .

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Section 2.2 Lenders N ot Permitted or R equired To Make Credit Extensions .  No Lender shall be permitted or required to make any Loan or participate in any Letter of Credit , and no L/C Issuer shall be obligated to issue or extend any Letter of Credit , under any circumstances described below in this Section.

2.2.1 Revolving Loans, Swing Line Loans and Letters of Credit .  No Borrowing of Revolving Loans or Swing Line Loans or issuance or extension of a Letter of Credit shall be made if, after giving effect thereto :

(a) the aggregate outstanding principal amount of all the Revolving Loans and Swing Line Loans , together with the aggregate principal amount of all Letter of Credit Outstandings , (i) of all the Lenders and the Swing Line Lender would exceed the Revolving Loan Commitment Amount or (ii) of any Lender would exceed such Lender ’s Percentage of the Loan Commitment Amount ;

(b) the aggregate outstanding principal amount of all Swing Line Loans w ould exceed the Swing Line Loan Commitment Amount; or

(c) the aggregate principal amount of all Letter of Credit Outstandings w ould exceed the Letter of Credit Commitment Amount.

Section 2.3 Voluntary Reduction of the Commitment Amounts .  The Borrower may, from time to time on any Business Day after the Effective Date , voluntarily reduce the unused amount of any remaining Commitment Amount ; provided , however , that (i) all such reductions shall be made on not less than one nor more than five Business Days ’ prior notice to the Administrative Agent and be permanent; (ii) any partial reduction of the unused amount of the Revolving Loan Commitment Amount shall be in a minimum amount of $ 1,000,000 and in an integral multiple of $ 100,000; (iii) the Revolving Loans shall have been prepaid to the extent required by Section 3.1.2 ; and (iv) any partial reduction of the unused amount of the Swing Line Loan Commitment shall be in a minimum amount of $ 500,000 and in an integral multiple of $ 100,000.  Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the then current amount of the Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and Letter of Credit Commitment Amount , as the case may be, to the amount of the Revolving Loan Commitment Amount , as reduced, without any further action on the part of any Lender Party or otherwise.

Section 2.4 Borrowing P rocedures .

(a) Borrowing Requests .   By delivering a duly completed and executed Borrowing Request to t he Administrative Agent o n or b efore 11:00 a.m. (New York City time), on a Business Day o ccurring prior to the Revolving Loan Commitment Termination Date ( in the case of the Revolving Loans), the Borrower m ay from t ime to t ime irrevocably request that (i) a Base Rate Loan b e made not less than one nor more than five Business Days t hereafter or t hat (ii) a Eurodollar Rate Loan b e made not less than three nor more than five Business Days t hereafter; provided , however , that (A) no Revolving Loan s hall be made as a Eurodollar Rate Loan a fter the day that is one month prior to t he Maturity Date; a nd (B) any request for a Base Rate Loan a ll the proceeds of which are used to f inance any Reimbursement Obligation m ay be made on or b efore 8:00 a.m. (New York City time), on t he day of the proposed Borrowing.   All (i) Base Rate Loans ( other than Swing Line Loans) shall be made in a

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minimum amount of $1,000,000 a nd an integral multiple of $100,000 or, if less, in the unused amount of the applicable Commitment; and (ii) Eurodollar Rate Loans s hall be made in a minimum amount of $1,000,000 a nd an integral multiple of $100,000.   The proceeds of all Loans s hall be used solely for the purposes described in Section 4.10 .   

(b) Funding by Lenders .   The Administrative Agent s hall promptly notify each relevant Lender o f its receipt of a Borrowing Request p ursuant to c lause (a) , the amount required to b e funded by each such Lender a nd when such amount must be funded.  On the terms and subject to t he conditions of this Agreement, each Borrowing s hall be made on the Business Day s pecified in such Borrowing Request.   On or b efore 10:00 a.m. (New York City time) on s uch Business Day e ach relevant Lender s hall deposit with the Administrative Agent s ame day funds in an amount equal to s uch Lender’ s Percentage o f the requested Borrowing.   Such deposit will be made to a n account which the Administrative Agent s hall specify from t ime to t ime by notice to t he Lenders.   To the extent funds are received from t he Lenders, the Administrative Agent s hall make such funds available to t he Borrower b y wire transfer to t he accounts the Borrower s hall have specified in its Borrowing Request.

Section 2.5 Continuation and Conversion Elections .  By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (New York City time) on a Business Day , the Borrower may from time to time irrevocably elect on not less than one nor more than five (5) Business Days ’ notice, in the case of Base Rate Loans , and not less than three (3) Business Days (but not more than five (5) Business Days ’) notice, in the case of Eurodollar Rate Loans , that all, or any portion in an aggregate minimum amount of $ 1,000,000 and an integral multiple of $ 100,000 be, in the case of Base Rate Loans , converted into Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Rate Loans , converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five Business Days ) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Rate Loan ); provided , however , that; (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders ; (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree; (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Maturity Date ; and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $ 1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans .

Section 2.6 F unding .  Each Lender may, if it so elects, fulfill its obligation to make, continue or convert Eurodollar Rate Loans hereunder by causing one of its foreign branches or Affiliates ( or an international banking facility created by such Lender ) to make or maintain such Eurodollar Rate Loan ; provided , however , that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Rate Loans in accordance with the terms of this Agreement .

Section 2.7 Letters of Credit .  The Borrower may request, in accordance with the terms hereof , the issuance of a Letter of Credit for its own account, in form and substance reasonably acceptable to the Administrative Agent and the applicable L/C Issuer , at any time and from time to time while the Revolving Loan Commitment remains in effect.

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2.7.1 Issua nce Procedures .

(a) By delivering to t he relevant L/C Issuer, and, if the L/C Issuer i s not Citibank, the Administrative Agent, a duly completed and executed Issuance Request, together with a duly completed application and agreement f or such Letter of Credit a s such L/C Issuer m ay specify, on or b efore 11:00 a.m. (New York City time) on a Business Day n ot less than 30 days prior to t he Revolving Loan Commitment Termination Date, the Borrower m ay, from t ime to t ime irrevocably request, on not less than three Business Days’ notice, that such L/C Issuer i ssue or e xtend the Stated Expiry Date o f, as the case may be, a Letter of Credit i n such form as may be requested by the Borrower a nd approved by such L/C Issuer, such Letter of Credit to b e used solely for the purposes described in Section 4.10 .   Each Letter of Credit s hall by its terms be stated to e xpire on a date (its “ Stated Expiry Date ” ) no later than the earlier of (i) one year from t he date of issuance; and (ii) five (5) Business Days p rior to t he Maturity Date f or the Revolving Loans; provided , however , that a Letter of Credit m ay, if requested by the Borrower, provide on terms acceptable to t he Administrative Agent a nd each applicable L/C Issuer, for renewal for successive periods of one year or l ess (but not beyond five (5) Business Days p rior to t he Maturity Date f or the Revolving Loans), unless the Administrative Agent  or s uch L/C Issuer s hall have delivered to t he beneficiary of such Letter of Credit a notice of non-renewal.  The relevant L/C Issuer w ill make available to t he beneficiary thereof the original of each Letter of Credit w hich it issues hereunder.   Unless notified in writing by the Administrative Agent or t he Required Lenders b efore it issues a Letter of Credit t hat a Default or Event of Default e xists or t hat the conditions precedent for issuing the same have not been established, the relevant L/C Issuer m ay issue the requested Letter of Credit i n accordance with such L/C Issuer’ s customary practices.  In the event and to t he extent that the provisions of any Letter of Credit a pplication and agreement o f the Borrower c onflicts with this Agreement, the provisions of this Agreement s hall govern.

(b) No L/C Issuer s hall be under any obligation to i ssue any Letter of Credit i f at the time of request of such issuance any order, judgment or d ecree of any Governmental Authority s hall by its terms purport to e njoin or r estrain such L/C Issuer from i ssuing such Letter of Credit, or a ny requirement of Law a pplicable to s uch L/C Issuer or a ny directive from a ny Governmental Authority w ith jurisdiction over such L/C Issuer s hall prohibit, or r equest that such L/C Issuer r efrain from, the issuance of letters of credit generally or s uch Letter of Credit i n particular, or s hall impose upon such L/C Issuer w ith respect to s uch Letter of Credit a ny restriction, reserve or c apital requirement (for which such L/C Issuer i s not otherwise compensated hereunder) not in effect on the Effective Date, or s hall impose upon such L/C Issuer a ny unreimbursed loss, cost or e xpense which was not applicable on the Effective Date a nd which such L/C Issuer i n good faith deems material to i t.  No L/C Issuer s hall be required to a mend, extend or r enew any Letter of Credit i f at the time of the request therefor it would not be required to i ssue a Letter of Credit a s provided in this clause.

(c) If the Administrative Agent is an L/C Issuer, it will notify the Lenders, within three (3) Business Days a fter the end of each calendar month, of all issuance, renewal and amendment to Letters of Credit d uring the preceding calendar month.  Each L/C Issuer that is not the Administrative Agent will notify the Administrative Agent p romptly (and, in any event, within three (3) Business Days f ollowing the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit i ssued by it.

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2.7.2 Other R evolving Lenders’ Participation .

(a) Upon the issuance of each Letter of Credit p ursuant hereto, and without further action, each Lender ( other than each L/C Issuer) shall be deemed to h ave irrevocably and unconditionally purchased (without recourse, representation or w arranty), to t he extent of its Percentage, a participation interest in each such Letter of Credit, including a ll Reimbursement Obligations w ith respect thereto.

(b) If either (i) any L/C Issuer m akes any payment or disbursement u nder any Letter of Credit a nd the Borrower h as not, in accordance with Section 2.7.3 , reimbursed in full the applicable L/C Issuer w ith respect thereto or ( ii) any reimbursement received by any L/C Issuer from t he Borrower i s returned or r escinded upon or d uring any bankruptcy or r eorganization of any Loan Party or o therwise, each Lender s hall be irrevocably and unconditionally obligated to p ay to e ach applicable L/C Issuer i ts Percentage o f such payment or disbursement; provided that no such payment by the Lenders s hall diminish the Obligations o f the Borrower u nder Section 2.7.3 to r epay such disbursements and payments in full.  Each Lender a grees to m ake its required reimbursement payment not later than 4:00 p.m. (New York City time) on t he Business Day t hat it receives a notice of payment or disbursement b y the Administrative Agent or t he applicable L/C Issuer (or, if any Lender r eceives such notice after 5:00 p.m. (New York City time) on a ny Business Day, prior to 10:00 a.m. (New York City time) on t he next following Business Day) , together with interest thereon from t he date of requested prepayment until t he date of such reimbursement at a rate per annum equal to t he greater of (x) the Federal Funds Rate or ( y) the rate determined by the Administrative Agent i n accordance with banking industry rates on interbank compensation, for the first three Business Days following such Lender’s receipt of such n otice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans.   Any Lender’ s failure to m ake available to t he applicable L/C Issuer i ts Percentage o f any such payment or disbursement s hall not relieve any other Lender o f its obligation hereunder to m ake available such other Lender’ s Percentage o f such payment, but no Lender s hall be responsible for the failure of any other Lender to m ake available such other Lender’ s Percentage o f any such payment or disbursement.

(c) Each Lender ( i) that has complied with its obligations u nder this Section shall be entitled to r eceive its Pro Rata s hare of Letter of Credit f ees payable pursuant to S ection 3.3.2 w ith respect to e ach relevant Letter of Credit; a nd (ii) if such Lender h as funded a reimbursement payment as provided in clause (b) w ith respect to a particular Letter of Credit, its Pro Rata s hare of all reimbursement payments paid by the Borrower w ith respect thereto.

2.7.3 Disbursements .  Each L/C Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such L/C Issuer , together with notice of the date (the “ Disbursement Date ”) such payment shall be made (each such payment, a “ Disbursement ”).  Subject to the terms and provisions of such Letter of Credit and this Agreement , such L/C Issuer shall make such payment to the beneficiary ( or its designee) of such Letter of Credit .  Not later than 4:00 p.m. (New York City time) on any Business Day that each relevant L/C Issuer notifies the Borrower and the Administrative Agent that it has made a Disbursement under a Letter of Credit ( or , if the Borrower receives such notice after 1:00 p.m. (New York City time) on any Business Day , prior to 11:00 a.m. (New York City time) on the next following Business Day), the Borrower will reimburse the Administrative Agent , for the account of the relevant L/C Issuer and each such Lender that has made a reimbursement payment to such L/C Issuer with respect thereto pursuant to Section 2.7.2(b) , for all amounts which such L/C Issuer and each such Lender have

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disbursed under such Letter of Credit , together with interest thereon from the Disbu rsement Date through the date of such reimbursement at a rate per annum applicable to Base Rate Loans that are Revolving Loans (subject to Section 3.2.2 with respect to late payments); provided, that the Borrower may request in accordance with Section 2.4 that such payment be financed with Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such reimbursement payments shall be discharged and replaced by the resulting Base Rate Loans.

2.7.4 Reimbursement .  The obligation (a “ Reimbursement Obligation ”) of the Borrower under Section 2.7.3 to reimburse each L/C Issuer with respect to each Disbursement and, upon the failure of the Borrower to reimburse each such L/C Issuer ( or if any reimbursement by the Borrower must be returned or disgorged by any such L/C Issuer for any reason), each Lender ’s obligation under Section 2.7.2(b) to reimburse each such L/C Issuer , shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or each such Lender , as the case may be, may have or have had against any L/C Issuer , the Administrative Agent or any Lender , including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit , any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit , or the existence of any Default or Event or Default ; provided , however , that after paying in full its Reimbursement Obligations hereunder , nothing herein shall adversely affect the right of the Borrower or each such Lender , as the case may be, to commence any proceeding against any L/C Issuer in accordance with the last paragraph of Section 2.7.6 .

2.7.5 Deemed Disbursements .  Upon the occurrence and during the continuation of any Event of Default of the type described in Section 8.1.9 or , with notice from the Administrative Agent , upon the occurrence and during the continuation of any other Event of Default , the Borrower shall Cash Collateralize all the Letters of Credit Outstandings in an amount equal to 103% thereof.  Such cash collateral shall be held in a collateral account under the sole dominion and control of the Administrative Agent as collateral security for the Obligations , all on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent .  Moneys in such collateral account shall be applied by the Administrative Agent to reimburse each L/C Issuer for Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Outstandings at such time or, if the maturity of the Loans has been accelerated, shall be applied to satisfy other Obligations.  If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.  

2.7.6 Nature of Reimbursement Obligations .  The Borrower and, to the extent set forth in Section 2.7.2 , each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.  No L/C Issuer shall be responsible for, nor shall any of the obligations of the Borrower or any Lender with respect to any Letter of Credit be affected by, any of the following:

(a) the form, validity, sufficiency, accuracy, genuineness or l egal effect of any Loan Document, any Letter of Credit or a ny document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to b e in any or a ll respects invalid, insufficient, inaccurate, fraudulent or f orged;

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(b) the form, validity, sufficiency, accuracy, genuineness or l egal effect of any instrument transferring or a ssigning or p urporting to t ra nsfer or a ssign a Letter of Credit or t he rights or b enefits thereunder or t he proceeds thereof, in whole or i n part, which may prove to b e invalid or i neffective for any reason;

(c) the failure of the beneficiary to c omply fully with conditions required in order to d emand payment under a Letter of Credit;

(d) errors, omissions, interruptions or d elays in transmission or d elivery of any messages, by mail, cable, telecopier, telex or o therwise;

(e) any loss or d elay in the transmission or o therwise of any document or d raft required in order;

(f) any other act or o mission to a ct or d elay of any kind of the L/C Issuers, the Lenders, the Administrative Agent or a ny other Person or a ny other event or c ircumstance whatsoever, whether or n ot similar to a ny of the foregoing, that might, but for the provisions of this Section, constitute a legal or e quitable discharge of the Borrower’ s obligations hereunder; or

(g) the existence of any Default or Event of Default, or t he termination of the Commitments.

None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the L/C Issuers, the Administrative Agent or any Lender hereunder.  In furtherance of the foregoing, neither the Administrative Agent nor any L/C Issuer or Lender shall have any liability or responsibility by reason of, or in connection with, the form, validity issuance, transfer, payment, nonpayment or any other transaction related to any Letter of Credit, provided the foregoing shall not excuse any L/C Issuer from liability to the Borrower or the Lenders to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and the Lenders to the extent permitted by applicable Law) suffered by the Borrower, the Administrative Agent or the Lenders that are caused by such L/C Issuer’s failure to exercise reasonable care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised reasonable care in each such determination.  Without limiting the foregoing, the parties agree that, with respect to documents presented which appear on their face to be in compliance with the terms of a Letter of Credit, each L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

2.7.7 International Standby Practices .  The International Standby Practices 1998 ISP 98 published by the Institute of International Banking Law & Practice most recently at the time of issuance of any standby Letter of Credit shall apply to each such Letter of Credit .

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Section 2.8 Swing Line Loans .

(a) Borrowing Requests .   By utilizing a form of electronic communication that has been approved by the Administrative Agent a nd the Swing Line Lender t he Borrower m ay irrevocably request, on or b efore 2:00 p.m. (New York City time) on a ny Business Day a proposed Swing Line Loan i s to b e made, that Swing Line Loans b e made by the Swing Line Lender i n any minimum amount.  Notwithstanding Section 3.2.1(a) , all Swing Line Loans s hall be made as Base Rate Loans a nd shall not be entitled to b e converted into Eurodollar Rate Loans.   Promptly following confirmation from t he Administrative Agent to t he Swing Line Lender t hat all the conditions for making a Swing Line Loan h ave been satisfied, the proceeds of each Swing Line Loan s hall be made available by the Swing Line Lender, by its close of business on the Business Day i n which it receives such confirmation from t he Administrative Agent, to t he Borrower, by wire transfer in accordance with the written instructions provided to t he Swing Line Lender b y the Borrower.    Upon the making of any Swing Line Loan, and without further action, each Lender ( other than the Swing Line Lender) shall be deemed to h ave irrevocably and unconditionally purchased (without recourse, representation or w arranty), to t he extent of its Percentage, a participation interest in each such Swing Line Loan.

(b) Refinancing Swing Line Loans .   

(i) If:

(1) requested at any time by the Swing Line Lender ( as communicated to t he Administrative Agent a nd the Borrower) in its sole discretion;

(2) any Swing Line Loan i s or w ill be outstanding on a date when the Borrower r equests that a Revolving Loan b e made; or

(3) any Default or Event of Default s hall occur and be continuing;

then in each case, each Lender (other than the Swing Line Lender ) irrevocably agrees that it will, promptly following notice from the Administrative Agent to the Lenders of the occurrence of any of the events referred to in the preceding clauses (1) through (3) (which notice the Administrative Agent agrees to provide promptly for and on behalf of the Swing Line Lender ), make a Revolving Loan (which shall initially be funded as a Base Rate Loan ) in an amount equal to such Lender ’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “ Refunded Swing Line Loans ”).  On or before 10:00 a.m. (New York City time) on the first Business Day following the occurrence of one of the foregoing ( provided that if any Lender shall receive such notice at or prior to 10:00 a.m. (New York City time) on a Business Day such funding shall be made by such Lender on or before 2:00 p.m. (New York City time) on such Business Day ), each such Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans .  At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans , Revolving Loans in an amount equal to the Swing Line Lender ’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans .  Upon the making ( or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to

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this clause, the amount so funded shall become outstanding under such Lender ’s Revolving Note and shall no longer be owed under the Swing Line Note .  The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower ’s accounts with the Administrative Agent and the Swing Line Lender in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of the Revolving Loans made by the Lenders , including the Revolving Loan deemed to be made by the Swing Line Lender , are not sufficient to repay in full the Refunded Swing Line Loans .

(ii) If for any reason any Swing Line Loan c annot be refinanced by a Refunded Swing Line Loan i n accordance with clause (i) , the request for any such Refunded Swing Line Loan s hall be deemed to b e a request by the Swing Line Lender t hat each of the Lenders fund i ts risk participation in the relevant Swing Line Loan, and each Lender’ s payment to t he Administrative Agent f or the account of the Swing Line Lender p ursuant to c lause (i) s hall be deemed payment in respect of such participation.

(iii) In the event any Lender f ails to fund w hen due as herein p rovided its Refunded Swing Line Loan or p articipation in any Swing Line Loan, the Swing Line Lender s hall be entitled to r ecover such amount on demand from s uch Lender t ogether with interest at a rate per annum equal to t he greater of (x) the Federal Funds Rate or ( y) the rate determined by the Administrative Agent i n accordance with banking industry rates on interbank compensation, for the first Business Day following such Lender’s receipt of such n otice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans.   Each Lender’ s obligation to m ake Refunded Swing Line Loans a nd fund i ts participation in any Swing Line Loan s hall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set off, counterclaim, recoupment, defense or o ther right which such Lender m ay have against the Swing Line Lender, the Borrower or a ny other Person f or any reason whatsoever; (B) the occurrence   or c ontinuance of any Default or Event of Default; (C) the acceleration or m aturity of any Loans or t he termination of any Commitment a fter the making of any Swing Line Loan; (D) any breach of this Agreement or a ny other Loan Document b y the Borrower, any Lender or t he Administrative Agent; or ( E) any other circumstance, happening or e vent whatsoever, whether or n ot similar to a ny of the foregoing.

(c) Repayment of Participations .

(i) At any time after any Lender h as purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender r eceives any payment on account of such Swing Line Loan, the Swing Line Lender w ill distribute to s uch Lender i ts Percentage t hereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment that is received by the Swing Line Lender i n respect of principal or i nterest on any Swing Line Loan i s required to b e returned or d isgorged by the Swing Line Lender f or any reason, each Lender s hall pay to t he Swing Line Lender i ts Percentage t hereof promptly following a demand therefor by the Administrative Agent ( which demand the Administrative Agent a grees to p romptly make upon the request of the Swing Line Lender) , plus interest thereon from t he date of such demand to t he date such amount is returned to t he Swing Line Lender, at a rate per annum equal to t he greater of (x) the Federal Funds Rate; or ( y) the rate determined by the Administrative Agent i n accordance with banking industry rates on interbank compensation, for the first

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Business D ay following such Lender’s receipt of such n otice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans.

Section 2.9 Notes .  Each Lender ’s Loans under a Commitment shall, if requested by such Lender , be evidenced by a Note payable to the order of such Lender in a principal amount equal to such Lender ’s Percentage of the original Commitment Amount .  Each Lender shall record in its records the outstanding amount owing pursuant to its Notes ; provided , however , that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Loan Party .  Such notations shall be conclusive and binding on the Borrower absent manifest error.

Section 2.10 Cashless Settlement .  Notwithstanding anything to the contrary in this Agreement , any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement , pursuant to a cashless settlement mechanism approved by the Borrower , the Administrative Agent , and such Lender .

Section 2.11 Increase in Commitment .

(a) Request for Increase .    If no Default or Event of Default h as occurred and is continuing the Borrower m ay, from t ime to t ime, request (each an “ Incremental Commitment Request ” ) by delivering a notice to t he Administrative Agent ( who shall promptly notify the Lenders o f the substance thereof) that the Revolving Loan Commitment Amount b e increased by an aggregate amount (for all such requests) not exceeding $30,000,000 ( each such increase, an “ Incremental Commitment ” ); provided that (i) each such Incremental Commitment Request s hall request an increase in a minimum amount of $10,000,000 (or, if less, the remaining portion of such of total amount) and integral multiples of $5,000,000 i n excess thereof; and (ii) the Borrower m ay not submit more than two (2) Incremental Commitment Requests d uring the term of this Agreement.   The notice by the Administrative Agent to t he Lenders d escribing each Incremental Commitment Request s hall specify the time period ( to b e determined by the Borrower i n consultation with the Administrative Agent b ut in no event to b e less than fifteen (15) Business Days from t he date of delivery by the Borrower o f the applicable Incremental Commitment Request to t he Administrative Agent) within which each Lender i s required to i nform the Administrative Agent w hether such Lender i ntends to p rovide any portion of the applicable Incremental Commitment.

(b) Lender E lections to I ncrease .  Each Lender s hall notify the Administrative Agent w ithin the required time period whether or n ot it agrees to p rovide any portion of the applicable Incremental Commitment a nd, if so, shall specify the amount of such Incremental Commitment i t desires to b e allocated to i t.  Any Lender n ot responding within such time period shall be deemed to h ave declined to i ncrease its Commitment Amount.   Each determination by a Lender to p rovide a portion of an Incremental Commitment s hall be made by it in its sole and absolute discretion.

(c) Notification by Administrative Agent; Additional Lenders .   The Administrative Agent s hall notify the Borrower a nd each Lender o f the Lenders’ responses to e ach Incremental Commitment Request.   To achieve the full amount of the Incremental Commitment s pecified in the applicable Incremental Commitment Request, subject to t he approval of the Administrative Agent ( which approval shall not be unreasonably withheld) the Borrower m ay obtain the agreement o f additional Eligible Assignees to b ecome Lenders p ursuant to a n Incremental Commitment

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Joinder Agreement.   Each such Eligible Assignee s hall, as a condition to p articipating in any Incremental Commitment, be required to d eliver al l forms, if any, that are required to b e delivered by such Eligible Assignee p ursuant to c lause (e) o f Section 4.6 and any other information t hat the Administrative Agent r equires from Lenders a s a condition to b ecoming a party to t his Agreement.

(d) Effective Date a nd Allocations .  If the Commitment Amount i s increased in accordance with this Section, the Administrative Agent a nd the Borrower s hall determine the effective date o f each such increase (each an “ Incremental Commitment Increase Effective Date ” ) and the final allocation of each Incremental Commitment.   The Administrative Agent s hall promptly notify the Borrower a nd the Lenders o f the final allocation of such increase and the applicable Incremental Commitment Increase Effective Date.

(e) Conditions to E ffectiveness of Increase .  As a condition precedent to t he occurrence of each Incremental Commitment Increase Effective Date, the Borrower s hall deliver to t he Administrative Agent a certificate dated as of the applicable Incremental Commitment Increase Effective Date ( in sufficient copies for each Lender) and signed b y a Financial Officer ( i) certifying and attaching the resolutions adopted by the Borrower a pproving the applicable Incremental Commitment; a nd (ii) certifying that, before and after giving effect to the a pplicable Incremental Commitment, (A) the representations and warranties of the Loan Parties c ontained in Article V and the other Loan Documents a re true and correct in all material respects o n and as of such Incremental Commitment Increase Effective Date; provided , that such representations and warranties (x) that relate solely to a n earlier date shall be true and correct in all material respects a s of such earlier date and (y) shall be true and correct in all respects i f they are qualified by a materiality standard; (B) no Default or Event of Default s hall have occurred and be continuing; (C) for the most recently completed Rolling Period p rior to t he applicable Incremental Commitment Increase Effective Date, the Borrower i s in compliance with the covenants set forth in clauses (a) a nd (b) o f Section 7.2.4 before and after giving pro forma effect to the Credit Extensions to be made on the Incremental Commitment Increase Effective Date (to the extent the Borrower is requesting a Credit Extension on the Incremental Commitment Increase Effective Date), which compliance shall be evidenced by the due completion, execution a nd delivery of a Compliance Certificate; provided that, in the event the initial Credit Extension hereunder is requested after the Incremental Commitment Increase Effective Date , the Borrower shall be required to fulfill all conditions precedent set forth in Section 5.2 with respect to such Credit Extension, and to provide a certificate for the most recently completed Rolling Period prior to the date of such Credit Extension with respect to an Incremental Commitment that the Borrower is in pro forma compliance with the covenants set forth in clauses (a) a nd (b) o f Section 7.2.4 (before and after giving pro forma effect to such Credit Extension) ; and (D) all reasonable fees and out-of-pocket expenses ( including a ny accrued fees and out-of-pocket expenses) of each Lender p roviding such Incremental Commitment and Citibank i n its capacity as Administrative Agent have been paid in full.

(f) Terms of Incremental Commitment .   The terms and provisions of the Revolving Loans c omprising each Incremental Commitment shall be documented solely as an increase to the Commitments without any change of terms to this Agreement and s hall (i) rank pari passu in right of payment and of security with, and shall have the same guarantees as the existing Loans; (ii) have a maturity date t hat is not earlier than the Maturity Date o f the applicable Class o f Loans b eing increased ; (iii) have a rate of interest as set forth in each applicable Incremental Commitment Joinder Agreement; provided , however that, with respect to a ny Class o f the Loans, if the interest rate margin is greater than the interest rate margin on the existing Loans o f such Class, the interest rate margin on the existing

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Loans o f such Class s hall be increased so as to e qual the interest rate margin applicable to t he Revolving Loans o f such Class c omprising such Incremental Commitment; and (iv) otherwise be treated the same as, and not be entitle d to a ny additional benefits than or i mpose any more obligations t han, the existing Loans.

(g) Notes .   Any existing Lender t hat has a Note a nd participates in any Incremental Commitment s hall, substantially contemporaneously with the delivery of its Note to b e replaced to t he Borrower, receive a replacement Note t hat evidences the aggregate principal amount of its Loans o utstanding hereunder.   Any new Lender r equesting a Note s hall receive such a Note i n an amount equal to the aggregate principal amount of the Incremental Revolving Loans i t is required to fund p ursuant to t he terms of this Section.

(h) Percentage A djustment .    The Borrower a nd the Lenders a uthorize the Administrative Agent to r atably adjust the Percentage o f each or Lender i n order to g ive effect to a ny Incremental Commitment w ith respect to t he Revolving Loan Commitment.   Upon a Lender p roviding any Incremental Commitment, each other Lender i n the same Class a s such Lender t hat does not participate in such Incremental Commitment s hall have its Percentage r educed on a pro rata b asis such that the total Percentage o f all Lenders o f such Class s hall remain 100%.

(i) Incremental Revolver Prepayment .  If the Borrower s hall increase the Revolving Loan Commitment Amount p ursuant to t his Section it shall prepay any Revolving Loans that are outstanding on the date of such increase (and pay any amounts required pursuant to Section 4.4 ) to t he extent necessary to k eep the outstanding Revolving Loan r atable with any revised Percentages a s provided in clause (b) t hat arise from a ny non-ratable increase in the Revolving Loan Commitment Amount.   

ARTICLE III.
PAYMENTS, INTEREST AND FEES

Section 3.1 Repayments and Prepayments .  The Borrower shall repay in full the unpaid principal amount of each Loan on the Maturity Date therefor and pursuant to Section 8.2 and Section 8.3 .   Prior thereto, repayments and prepayments of Loans shall be made as set forth in this Section.

3.1.1 Voluntary Prepayments .  Prior to the applicable Maturity Date , the Borrower may, from time to time on any Business Day , make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans ; provided , however , that:

(a) any such prepayments shall be made Pro Rata am ong Loans of the same Class an d, if applicable, having the same Interest Period of all the applicable Lenders;

(b) all such voluntary prepayments shall require (i) in the case of Eurodollar Rate Loans, notice to th e Administrative Agent on or be fore 11:00 a.m. (New York City time) not le ss than three (3) Business Days in advance of any prepayment thereof; and (ii) in the case of Base Rate Loans, notice to th e Administrative Agent on or be fore 11:00 a.m. (New York City time) on th e Business Day of any prepayment thereof; and

(c) all such voluntary partial prepayments shall be (i) in the case of Re volving Loans, in an aggregate minimum amount of $1,000,000 an d an integral multiple of $100,000 or, if less,

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the aggregate principal amount of Revolving Loans ou tstanding hereunder, or (i i) in the case of Swing Line Loans, in any minimum.

3.1.2 Mandatory Repayments and Prepayments .

(a) Excess Outstandings .  The Borrower sh all, on each date (i) when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans; (B) the aggregate outstanding principal amount of all Swing Line Loans; an d (C) the aggregate outstanding principal amount of all Letter of Credit Outstandings ex ceeds the Revolving Loan Commitment Amount (a s it may be reduced from ti me to ti me) , first , prepay all the Swing Line Loans until th ey have been paid in full, and if after such repayment such sum continues to exceed the Revolving Loan Commitment Amount (as it may be reduced from time to time), second , repay the outstanding Reimbursement Obligations until th ey have been paid in full, and if after such repayment such sum continues to exceed the Revolving Loan Commitment Amount (as it may be reduced from time to time), third , prepay the Revolving Loans until th ey have been paid in full an d , if after such repayment such sum continues to exceed the Revolving Loan Commitment Amount (as it may be reduced from time to time) , fourth , Cash Collateralize al l remaining Letters of Credit Outstandings in an amount equal to 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation, and in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer; and (ii) when the aggregate outstanding principal amount of all the Swing Line Loans ex ceeds the Swing Line Loan Commitment Amount (a s it may be reduced from ti me to ti me), make a mandatory prepayment of the Swing Line Loans, in each case in an aggregate amount equal to su ch excess.

(b) Mandatory Prepayments from Ce rtain Sources .  Th e Borrower shall, on the date of receipt by the Parent, the Borrower or any of their Subsidiaries of any

(i) Net Disposition Proceeds not received in the ordinary course of business ; or

(ii) Net Insurance Proceeds , in each case in excess of $ 10,000,000, apply 75% of all such   Net Disposition Proceeds and such Net Insurance Proceeds , as applicable, to :

(1) f irst , make a mandatory prepayment of the Swing Line Loans;

(2) second , if all Swing Line Loans have been paid in full , repay outstanding Reimbursement Obligations ;

(3) third , if all Swing Line Loans an d outstanding Reimbursement Obligations have been paid in full, make a mandatory prepayment of the Revolving Loans; and

(4) fourth , if all Swing Line Loans , outstanding Reimbursement Obligations and Revolving Loans have been paid in full , cash collateralize all other Letter of Credit Outstandings in an amount equal to 103% of such Letter of Credit Outstandings , on terms, pursuant to documentation and in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer .

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(5) The Borrower shall deliver to the Administrative Agent (i) not later than two (2) Business Days prior to th e time of each prepayment required under this Section a certificate signed by a Financial Officer setting forth in reasonable detail the calculation of the amount of such prepayment, and (ii) notice of each mandatory prepayment on or before 10:00 a.m. (New York City time) one Business Day in advance of such prepayment.

(c) Maturity Date . On the Maturity Date, the Borrower sh all (i) repay in full the then aggregate outstanding principal amount of the Revolving Loans an d Reimbursement Obligations an d (ii) Cash Collateralize al l other Letter of Credit Outstandings in an amount equal to 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer.

(d) Acceleration .  The Borrower shall, immediately upon any acceleration of the Maturity Date of any Loans or Letter of Credit Outstandings pursuant to Section 8.2 or Section 8.3 , (i) repay all ( or if only a portion is accelerated thereunder, such portion of) the Loans and Reimbursement Obligations then outstanding and (ii) Cash Collateralize all other Letter of Credit Outstandings .

3.1.3 Application of Prepayments, etc .

(a) Each prepayment of any Loans ma de pursuant to th is Section shall be applied, to th e extent of such prepayment, first , to th e prepayment of Base Rate Loans an d, second , to th e prepayment of Eurodollar Rate Loans.

(b) Each prepayment of any Loans ma de pursuant to th is Section shall be without premium or pe nalty but subject to Section 4.4 .

Section 3.2 Interest Provisions .  Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section.

3.2.1 Rates .  Subject to Section 2.4 , Section 2.5 and Section 2.8 , the Borrower may elect, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice , that Loans comprising a Borrowing accrue interest at a rate per annum :

(a) o n that portion maintained from ti me to ti me as a Base Rate Loan, equal to th e sum of the Alternate Base Rate from ti me to ti me in effect plus the Applicable Margin; and

(b) on that portion maintained from ti me to ti me as a Eurodollar Rate Loan (except in the case of Swing Line Loans), during each Interest Period ap plicable thereto, equal to th e sum of the Adjusted Eurodollar Rate fo r such Interest Period pl us the Applicable Margin.

3.2.2 Post Default Ra tes .  Upon the occurrence and during the continuation of an Event of Default , the Borrower shall pay, but only to the extent permitted by applicable Law , interest (after as well as before judgment) on the Obligations at a rate per annum equal to , in the case of Loans , Letter of Credit Outstandings and other amounts due under this Agreement or under any other Loan Document , the rate that would be applicable to a Base Rate Loan plus 2% per annum from the date of such nonpayment until such amount is paid in full (in any such case, after as well as before judgment);

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provided that no interest at such default rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaultin g Lender .

3.2.3 P ayment Dates .  Interest accrued on each Loan shall be paid as follows:

(a) on the Maturity Date th erefor;

(b) on the date of any payment or pr epayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or pr epaid;

(c) with respect to Base Rate Loans, on each Monthly Payment Date;

(d) with respect to Eurodollar Rate Loans, on the last day of each applicable Interest Period; provided , however , that if an Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be an interest payment date; and

(e) on that portion of any Loans th e Maturity Date of which is accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether on the Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

Section 3.3 Fees .  The Borrower agrees to pay the fees set forth in this Section.  All such fees shall be non-refundable.

3.3.1 Unused Commitment Fee .  The Borrower agrees to pay to the Administrative Agent , for the Pro Rata account of each Lender (other than any Defaulting Lender ), for the period ( including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrower ’s inability to satisfy any condition of Article V ) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date , an unused commitment fee at the rate per annum equal to the Unused Commitment Fee Rate on such Lender ’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrower in arrears on each Quarterly Payment Date , commencing with the first Quarterly Payment Date following the Effective Date , and on the Revolving Loan Commitment Termination Date .  The unused commitment fee shall be calculated quarterly in arrears, and if there is any change in the Unused Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Unused Commitment Fee Rate separately for each period during such quarter that such Unused Commitment Fee Rate was in effect.  For purposes of calculating the unused commitment fee the making of Swing Line Loans by the Swing Line Lender shall not constitute the usage of the Revolving Loan Commitment .

3.3.2 Letter of Credit Fee .  The Borrower agrees to pay to the Administrative Agent , for the Pro Rata account of each Lender , a Letter of Credit fee in an amount equal to the then Applicable Margin with respect to Revolving Loans that are Eurodollar Rate Loans (whether or not Eurodollar Rate Loans are actually outstanding) multiplied by the average daily principal amount of Letter of Credit Outstandings of each such Letter of Credit , such fee shall be calculated quarterly in

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arrears and shall be paid by the Borrower in arrears on each Quarterly Payment Date (commencing with the first Quarterly Payment Date following the Effective Date ) and on the expiry date of each such Letter of Credit .  The Borrower further agrees to pay to each L/C Issuer with respect to each of its newly is sued or re-issued Letters of Credit (a) a fronting fee equal to 0.250% of the face amount of such Letter of Credit ; and (b) all related costs, expenses and processing charges.

Section 3.4 Administrative Agent ’s Fees, etc .  The Borrower agrees to pay to the Administrative Agent , for its own account, fees in the amounts, on the dates and in the manner and subject to limitations set forth in the Fee Letter .

ARTICLE IV.
YIELD PROTECTION, TAXES AND RELATED PROVISIONS

Section 4.1 Eurodollar Rate Lending Unlawful .  If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent , be conclusive and binding on the Borrower ) that the introduction of or any change in or in the interpretation of any Law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a Eurodollar Rate Loan , the obligations of such Lender to make, continue, maintain or convert any such Eurodollar Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding Eurodollar Rate Loans of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such Law or assertion.

Section 4.2 Inability to Det ermine Rates .  If the Administrative Agent shall have determined or been instructed by the Required Lenders that adequate means do not exist for adequately and fairly determining the cost to the Lenders or do not adequately cover the costs of such Lenders of making or maintaining Eurodollar Rate Loans or calculating the same then, upon notice from the Administrative Agent to the Borrower and the Lenders , the obligations of all Lenders under Section 2.4 and Section 2.5 to make or continue any Loans as, or to convert any Loans into, Eurodollar Rate Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Section 4.3 Increased Costs, Generally .  If any Change in Law shall:

(a) impose, modify or dee m applicable any reserve, special deposit, compulsory loan, insurance cha rge or sim ilar requirement against assets of, deposits with or for the account of, or cre dit extended or par ticipated in by, any Lender or any L/C Issuer (ex cept any reserve requirement reflected in the Eurodollar Reserve Requirement);

(b) subj ect any Lender or any L/C Issuer to any Taxes (other than (i) Indemnified Taxes; (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”; and (iii) Connection Income Taxes on its Credit Extensions or Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or

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(c) im pose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or exp ense affecting this Agreement (ot her than Taxes), any Loan or any Letter of Credit or par ticipation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such L/C Issuer of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer such additional amount or amounts as will compensate such Lender or such L/C Issuer for such additional costs incurred or reduction suffered.  A certificate of such Lender or such L/C Issuer delivered to the Borrower (with a copy to the Administrative Agent) as to such additional amount or amounts that are necessary to compensate such Lender or such L/C Issuer as aforesaid shall, absent manifest error, be conclusive and binding on the Borrower and shall be payable within 10 days after receipt thereof by the Borrower.  Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender or such L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or any L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 4.4 Funding Losses .  In the event any Lender shall incur any loss or expense ( including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurodollar Rate Loan ) as a result of:

(a) any conversion or rep ayment or pre payment of the principal amount of any Eurodollar Rate Loans on a date other than the scheduled last day of the Interest Period app licable thereto, whether pursuant to Section 2.5 , Section 3.1 , Section 4.1 , Article VIII or oth erwise;

(b) any Loans not being made as Eurodollar Rate Loans in accordance with the Borrowing Request the refor;

(c) any Loans not being continued as, or con verted into, Eurodollar Rate Loans in accordance with the Continuation/Conversion Notice the refor; or

(d) th e operation of Section 4.13 ;

then, upon the notice of such Lender to the Borrower setting forth in reasonable detail the basis therefor (with a copy to the Administrative Agent), the Borrower shall promptly (and, in any event, within three (3) Business Days of receipt of such notice) pay directly to such Lender such amount as will (in the

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reasonable determination of such Lender) reimburse such Lender for such loss or expense.  Such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.  For the purpo se of calculating the amount or amounts payable to a Lender under this Section, each Lender shall be deemed to have actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the Adjusted Eurodollar Rate in an a mount equal to the amount of that Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period; provided , that each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of the amount or amounts payable under this Section.

Section 4.5 Increased Capital Requirements .  If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any lending office of such Lender or such L/C Issuer or such Lender or such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender or such L/C Issuer’s capital or on the capital of such Lender or such L/C Issuer’s holding company, if any, as a consequence of this Agreement , the Commitments of such Lender or such L/C Issuer or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender , to a level below that which such Lender or such L/C Issuer or such Lender or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender or such L/C Issuer’s policies and the policies of such Lender or such L/C Issuer’s holding company with respect to capital adequacy) , then from time to time the Borrower will pay to such Lender or such L/C Issuer such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender or such L/C Issuer’s holding company for any such reduction suffered.  A certificate of a Lender or an L/C Issuer delivered to the Borrower (with a copy to the Administrative Agent ) as to any such additional amount or amounts or reduced returns shall, absent manifest error, be conclusive and binding on the Borrower , and shall be payable within 10 days after the receipt thereof.  In determining such amount, each Lender or each L/C Issuer may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.  Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender or such L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 4.6 Taxes .

(a) D efined Terms .  For purposes of this Section, the term “ Lender” includes any L/C Issuer and the term “ applicable law” includes FATCA.

(b) P ayments Free of Taxes .   Any and all payments by or on account of any obligation of any Loan Party und er any Loan Document sha ll be made without deduction or wit hholding for any Taxes, e xcept as required by applicable law.   If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) r equires the deduction or wit hholding of any Tax from any such payment by a Withholding Agent, t hen the applicable Withholding Agent sha ll be entitled to mak e such deduction or wit hholding and shall timely pay the full amount deducted or wit hheld to the

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relevant Governmental Authority in accordance with applicable law and , if such Tax is an Indemnified Tax, t hen the sum payable by the appli cable Loan Party sha ll be increased as necessary so that after such deduction or wit hholding has been made ( including suc h deductions and withholdings applicable to add itional sums payable under this Section) the applicable Lender Party rec eives an amount equal to the sum it would have received had no such deduction or wit hholding been made.

(c) Payment of Other Taxes by the Borrower .   The Loan Parties sha ll timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent tim ely reimburse it for the payment of, any Other Taxes.