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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

| | |
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended March 31, 2023 |
| or |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from to |

Commission File Number: 000-26966

ADVANCED ENERGY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

| Delaware | 84-0846841 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| 1595 Wynkoop Street, Suite 800, Denver, Colorado | 80202 |
| (Address of principal executive offices) | (Zip Code) |

(970) 407-6626

(Registrant's telephone number, including area code)(970) 407-6626

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

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | AEIS | NASDAQ Global Select Market |

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

| Large accelerated filer þ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company ☐ | Emerging growth company ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of October 27, 2022, there were 37,383,115 As of April 28, 2023, there were 37,533,745 shares of the registrant's common stock, par value $0.001 per share, outstanding.

Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

| | | |
| | | |
| | PART I FINANCIAL INFORMATION | |
| | | |
| ITEM 1. | UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | 3 |
| | | |
| | Consolidated Balance Sheets | 3 |
| | | |
| | Consolidated Statements of Operations | 4 |
| | | |
| | Consolidated Statements of Comprehensive Income | 5 |
| | | |
| | Consolidated Statements of Stockholders' Equity | 6 |
| | | |
| | Consolidated Statements of Cash Flows | 7 |
| | | |
| | Notes to Consolidated Financial Statements | 8 |
| | | |
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 22 |
| | | |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 35 |
| | | |
| ITEM 4. | CONTROLS AND PROCEDURES | 37 |
| | | |
| | PART II OTHER INFORMATION | |
| | | |
| ITEM 1. | LEGAL PROCEEDINGS | 37 |
| | | |
| ITEM 1A. | RISK FACTORS | 37 |
| | | |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 38 |
| | | |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 38 |
| | | |
| ITEM 4. | MINE SAFETY DISCLOSURES | 38 |
| | | |
| ITEM 5. | OTHER INFORMATION | 38 |
| | | |
| ITEM 6. | EXHIBITS | 39 |
| | | |
| | SIGNATURES | 40 |

2

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Balance Sheets

(In thousands, except per share amounts)

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 461,665 | | $ | 458,818 |
| Accounts and other receivable, net | | | 307,018 | | | 237,227 |
| Accounts and other receivables, net | | | 291,629 | | | 300,683 |
| Inventories | | | 409,422 | | | 338,410 |
| Inventories | | | 401,530 | | | 376,012 |
| Other current assets | | | 55,486 | | | 53,001 |
| Total current assets | | | 1,210,310 | | | 1,188,514 |
| Property and equipment, net | | | 152,762 | | | 148,462 |
| Operating lease right-of-use assets | | | 95,861 | | | 100,177 |
| Deposits and Other assets | | | 33,364 | | | 19,669 |
| Other assets | | | 84,613 | | | 84,056 |
| Goodwill | | | 279,226 | | | 212,190 |
| Intangible assets, net | | | 182,591 | | | 189,526 |
| Deferred income tax assets | | | 45,148 | | | 47,242 |
| Goodwill | | | 282,564 | | | 281,433 |
| TOTAL ASSETS | | $ | 1,974,055 | | $ | 1,817,340 |
| TOTAL ASSETS | | $ | 2,008,701 | | $ | 1,992,168 |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
| Current liabilities: | | | | | | |
| Accounts payable | | $ | 185,835 | | $ | 170,467 |
| Income taxes payable | | | 33,040 | | | 9,226 |
| Accrued payroll and employee benefits | | | 55,520 | | | 82,733 |
| Other accrued expenses | | | 77,830 | | | 76,750 |
| Customer deposits and other | | | 28,826 | | | 26,322 |
| Current portion of long-term debt | | | 20,000 | | | 20,000 |
| Current portion of operating lease liabilities | | | 16,249 | | | 16,771 |
| Total current liabilities | | | 384,260 | | | 393,043 |
| Long-term debt, net | | | 348,389 | | | 353,262 |
| Operating lease liabilities | | | 91,011 | | | 94,460 |
| Pension benefits | | | 58,208 | | | 67,255 |
| Pension benefits | | | 45,162 | | | 44,031 |

| Deferred income tax liabilities | | | 9,194 | | | 9,921 |

| Other long-term liabilities | | | 43,966 | | | 41,105 |
| Total liabilities | | | 912,788 | | | 925,901 |
| | | | | | | |
| Commitments and contingencies (Note 17) | | | | | | |
| | | | | | | |
| Stockholders' equity: | | | | | | |
| Preferred stock, $0.001 par value, 1,000 shares authorized, none issued and outstanding | | | - | | | - |
| Common stock, $0.001 par value, 70,000 shares authorized; 37,393 and 37,589 issued and outstanding at September 30, 2022 37,529 and 37,429 issued and outstanding at March 31, 2023 and December 31, 2022, respectively | | | 37 | | | 37 |
| Additional paid-in capital | | | 139,192 | | | 134,640 |
| Accumulated other comprehensive income | | | 14,307 | | | 16,320 |
| Retained earnings | | | 942,377 | | | 915,270 |
| Advanced Energy stockholders' equity | | | 989,287 | | | 870,851 |
| Noncontrolling interest | | | 661 | | | 645 |
| Total stockholders' equity | | | 1,095,913 | | | 1,066,267 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 2,008,701 | | $ | 1,992,168 |
| | | | | | | |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Operations

(In thousands, except per share amounts)

| | | | | | | || | | | | | |
| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Sales, net | | $ | 516,274 | | $ | 346,093 | | $ | 1,354,682 | | $ | 1,059,024 | |
| Sales, net | | $ | 425,040 | | $ | 397,459 |
| Cost of sales | | | 325,056 | | | 226,054 | | | 856,990 | | | 666,449 | |
| Cost of sales | | | 269,929 | | | 253,143 |
| Gross profit | | | 191,218 | | | 120,039 | | | 497,692 | | | 392,575 | |
| Gross profit | | | 155,111 | | | 144,316 |
| | | | | | | | | | | | | | |
| Operating expenses: | | | | | | || | | | | | |
| Research and development | | | 49,760 | | | 40,578 | | | 141,383 | | | 120,865 | |51,610 | | | 43,614 |
| Selling, general, and administrative | | | 56,716 | | | 48,373 | | | 161,056 | | | 143,214 | |55,358 | | | 49,318 |
| Amortization of intangible assets | | | 7,049 | | | 5,607 | | | 19,081 | | | 16,504 | |7,062 | | | 5,509 |
| Restructuring expense | | | 121 | | | 1,272 | | | 1,178 | | | 2,521 | |
| Restructuring | | | 1,043 | | | 1,218 |
| Total operating expenses | | | 113,646 | | | 95,830 | | | 322,698 | | | 283,104 | |
| Total operating expenses | | | 115,073 | | | 99,659 |
| Operating income | | | 77,572 | | | 24,209 | | | 174,994 | | | 109,471 | |
| Operating income | | | 40,038 | | | 44,657 |
| | | | | | | |
| Other income (expense), net | | | 8,940 | | | 495 | | | 11,347 | | | (3,674) | |
| Other expense, net | | | (550) | | | (842) |
| Income from continuing operations, before income taxes | | | 86,512 | | | 24,704 | | | 186,341 | | | 105,797 | |39,488 | | | 43,815 |
| Provision for income taxes | | | 11,639 | | | 3,657 | | | 29,795 | | | 10,817 | |7,736 | | | 6,953 |
| Income from continuing operations | | | 74,873 | | | 21,047 | | | 156,546 | | | 94,980 | |31,752 | | | 36,862 |
| Loss from discontinued operations, net of income taxes | | | (697) | | | (37) | | | (615) | | | 171 | |(831) | | | (98) |
| Net income | | $ | 74,176 | | $ | 21,010 | | $ | 155,931 | | $ | 95,151 | |
| Net income | | $ | 30,921 | | $ | 36,764 |
| Loss from continuing operations attributable to noncontrolling interest | | | - | | | (14) |
| Net income attributable to Advanced Energy Industries, Inc. | | $ | 74,167 | | $ | 21,004 | | $ | 155,915 | | $ | 95,081 | |30,921 | | $ | 36,778 |
| | | | | | | |
| Basic weighted-average common shares outstanding | | | 37,379 | | | 38,183 | | | 37,482 | | | 38,296 | |37,475 | | | 37,549 |
| Diluted weighted-average common shares outstanding | | | 37,630 | | | 38,363 | | | 37,725 | | | 38,517 | || 37,757 | | | 37,770 |
| | | | | | | | | | | | | | |
| Earnings per share: | | | | | | || | | | | | |
| Continuing operations: | | | | | | |
| Basic earnings per share | | $ | 2.00 | | $ | 0.55 | | $ | 4.18 | | $ | 2.48 | |0.85 | | $ | 0.98 |
| Diluted earnings per share | | $ | 1.99 | | $ | 0.55 | | $ | 4.15 | | $ | 2.46 | |0.84 | | $ | 0.98 |
| Discontinued operations: | | | | | | |
| Basic loss per share | | $ | (0.02) | | $ | - || $ | (0.02) | | $ | - | |
| Diluted loss per share | | $ | (0.02) | | $ | - || $ | (0.02) | | $ | - | |
| Net income: | | | | | | |
| Basic earnings per share | | $ | 1.98 | | $ | 0.55 | | $ | 4.16 | | $ | 2.48 | |0.83 | | $ | 0.98 |
| Diluted earnings per share | | $ | 1.97 | | $ | 0.55 | | $ | 4.13 | | $ | 2.47 | |0.82 | | $ | 0.97 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Comprehensive Income

(In thousands)

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Net income | | $ | 74,176 | | $ | 21,010 | | $ | 155,931 | | $ | 95,151 | |
| Net income | | $ | 30,921 | | $ | 36,764 |
| Other comprehensive income (loss), net of income taxes | | | | | | | | | | | | | |
| Foreign currency translation | | | (11,671) | | | (3,661) | | | (24,442) | | | (9,534) | |(196) | | | (4,092) |
| Change in fair value of cash flow hedges | | | 2,508 | | | 172 | | | 10,447 | | | 2,179 | |(1,817) | | | 5,913 |
| Minimum pension benefit retirement liability | | | - | | | 145 |
| Comprehensive income | | $ | 65,013 | | $ | 17,834 | | $ | 142,350 | | $ | 88,042 | |
| Comprehensive income | | $ | 28,908 | | $ | 38,730 |
| Comprehensive income attributable to noncontrolling interest | | | - | | | (14) |
| Comprehensive income attributable to Advanced Energy Industries, Inc. | | $ | 65,004 | | $ | 17,828 | | $ | 142,334 | | $ | 87,972 | |28,908 | | $ | 38,744 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Stockholders' Equity

(In thousands, except per share amounts)

| | | | | | | | | | | | | | | | | | | | | |
| | | Advanced Energy Industries, Inc. Stockholders' Equity | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | | | | | | |
| | | | | | | | Additional | | Other | | | | | Non- | | Total |
| | | | | | | | Paid-in | | Comprehensive | | Retained | | controlling | | Stockholders' |
| | | Shares | | Amount | | Capital | | Income (Loss) | | Earnings | | Interest | | Equity |
| Balances, December 31, 2020 | | 38,293 | | $ | 38 | | $ | 105,009 | | $ | (2,605) | | $ | 712,297 | | $ | 601 | | $ | 815,340 |
| Stock issued from equity plans | | 93 | | | - | | | (4,645) | | | - | | | - | | | - | | | (4,645) |
| Stock-based compensation | | - | | | - | | | 5,701 | | | - | | | - | | | - | | | 5,701 |
| Dividends declared ($0.10 per share) | | - | | | - | | | - | | | - | | | (3,854) | | | - | | | (3,854) |
| Other comprehensive loss | | - | | | - | | | - | | | (4,968) | | | - | | | - | | | (4,968) |
| Net income | | - | | | - | | | - | | | - | | | 38,668 | | | 33 | | | 38,701 |
| Balances, March 31, 2021 | | 38,386 | | | 38 | | | 106,065 | | | (7,573) | | | 747,111 | | | 634 | | | 846,275 |
| Stock issued from equity plans | | 67 | | | - | | | 956 | | | - | | | - | | | - | | | 956 |
| Stock-based compensation | | - | | | - | | | 3,277 | | | - | | | - | | | - | | | 3,277 |
| Share repurchase | | (72) | | | - | | | (199) | | | - | | | (6,304) | | | - | | | (6,503) |
| Dividends declared ($0.10 per share) | | - | | | - | | | - | | | - | | | (3,874) | | | | | | (3,874) |
| Other comprehensive income | | - | | | - | | | - | | | 1,035 | | | - | | | - | | | 1,035 |
| Net income | | - | | | - | | | - | | | - | | | 35,409 | | | 31 | | | 35,440 |
| Balances, June 30, 2021 | | 38,381 | | | 38 | | | 110,099 | | | (6,538) | | | 772,342 | | | 665 | | | 876,606 |
| Stock issued from equity plans | | 14 | | | - | | | 223 | | | - | | | - | | | - | | | 223 |
| Stock-based compensation | | - | | | - | | | 3,540 | | | - | | | - | | | - | | | 3,540 |
| Share repurchase | | (605) | | | - | | | (1,635) | | | - | | | (50,920) | | | - | | | (52,555) |
| Dividends declared ($0.10 per share) | | - | | | - | | | - | | | - | | | (3,857) | | | - | | | (3,857) |
| Other comprehensive loss | | - | | | - | | | - | | | (3,176) | | | - | | | - | | | (3,176) |
| Net income | | - | | | - | | | - | | | - | | | 21,004 | | | 6 | | | 21,010 |
| Balances, September 30, 2021 | | 37,790 | | $ | 38 | | $ | 112,227 | | $ | (9,714) | | $ | 738,569 | | $ | 671 | | $ | 841,791 |
| | | | | | | | | | | | | | | | | | | | | |
| Balances, December 31, 2021 | | 37,589 | | $ | 38 | | $ | 115,706 | | $ | (1,216) | | $ | 756,323 | | $ | 645 | | $ | 871,496 |
| Stock issued from equity plans | | 52 | | | - | | | (2,430) | | | - | | | - | | | - | | | (2,430) |
| Stock-based compensation | | - | | | - | | | 3,906 | | | - | | | - | | | - | | | 3,906 |
| Share repurchases | | (82) | | | - | | | (254) | | | - | | | (6,340) | | | - | | | (6,594) |
| Dividends declared ($0.10 per share) | | - | | | - | | | - | | | - | | | (3,789) | | | - | | | (3,789) |
| Other comprehensive income | | - | | | - | | | - | | | 1,966 | | | - | | | - | | | 1,966 |
| Net income (loss) | | - | | | - | | | - | | | - | | | 36,778 | | | (14) | | | 36,764 |
| Balances, March 31, 2022 | | 37,559 | | $ | 38 | | $ | 116,928 | | $ | 750 | | $ | 782,972 | | $ | 631 | | $ | 901,319 |
| Stock issued from equity plans | | 63 | | | | | | - | | | 763 | | | - | | | - | | | | | | |
| Stock-based compensation | | - | | | - | | | 5,016 | | | - | | | - | | | - | | | 5,016 |
| Share repurchase | | (230) | | | (1) | | | (725) | | | - | | | (16,293) | | | - | | | (17,019) |
| Dividends declared ($0.10 per share) | | - | | | - | | | - | | | - | | | (3,806) | | | - | | | (3,806) |
| Other comprehensive loss | | - | | | - | | | - | | | (6,384) | | | - | | | - | | | (6,384) |
| Net income | | - | | | - | | | - | | | - | | | 44,970 | | | 21 | | | 44,991 |
| Balances, December 31, 2022 | | 37,429 | | $ | 37 | | $ | 134,640 | | $ | 16,320 | | $ | 915,270 | | $ | - | | $ | 1,066,267 | | 121,982 | | | (5,634) | | | 807,843 | | | 652 | | | 924,880 |
| Stock issued from equity plans | | 100 | | | - | | | (1,991) | | | - | | | - | | | - | | | (1,991) |
| Stock-based compensation | | - | | | - | | | 6,543 | | | - | | | - | | | - | | | 6,543 |
| Share repurchase | | (34) | | | - | | | (112) | | | - | | | (2,230) | | | - | | | (2,342) |

| Dividends declared ($0.10 per share) | | - | | | - | | | - | | | - | | | (3,814) | | | - | | | (3,814) |
| Other comprehensive loss | | - | | | - | | | - | | | (2,013) | | | - | | | - | | | (2,013) |
| Net income | | - | | | - | | | - | | | - | | | 30,921 | | | - | | | 30,921 |
| Balances, September 30, 2022 | | 37,393 | | $ | 37 | | $ | 128,079 | | $ | (14,797) | | $ | 875,968 | | $ | 661 | | $ | 989,948 |
| Balances, March 31, 2023 | | 37,529 | | $ | 37 | | $ | 139,192 | | $ | 14,307 | | $ | 942,377 | | $ | - | | $ | 1,095,913 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Cash Flows

(In thousands)

| | | | | | | | |
| | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | |
| | | 2023 | | 2022 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
| Net income | | $ | 155,931 | | $ | 95,151 | |
| Net income | | $ | 30,921 | | $ | 36,764 | |
| Less: loss from discontinued operations, net of income taxes | | | (831) | | | (98) | |
| Income from continuing operations, net of income taxes | | | 31,752 | | | 36,862 | |
| Adjustments to reconcile net income to net cash from operating activities: | | | | | | | |
| Depreciation and amortization | | | 16,523 | | | 13,888 | |
| Stock-based compensation expense | | | 6,801 | | | 3,928 | |
| Provision for deferred income taxes | | | (617) | | | (1,060) | |
| Gain from discount on notes receivable | | | - | | | (638) | |
| (Gain) Loss on disposal and sale of assets | | | 115 | | | 276 | |
| Changes in operating assets and liabilities, net of assets acquired | | | | | | | |
| Accounts and other receivable, net | | | 13,590 | | | (12,579) | |
| Inventories | | | (70,407) | | | (118,562) | |
| Inventories | | | (25,699) | | | (23,616) | |
| Other assets | | | (11,858) | | | 1,958 | |
| Other assets | | | (8,971) | | | (3,840) | |
| Accounts payable | | | 21,630 | | | 63,404 | |
| Accounts payable | | | 16,770 | | | (6,469) | |
| Other liabilities and accrued expenses | | | (18,384) | | | 2,523 | |
| Income taxes payable | | | 25,494 | | | (10,215) | |
| Net cash from operating activities from continuing operations | | | 31,880 | | | 9,913 | |
| Net cash from operating activities from discontinued operations | | | (2,069) | | | (92) | |
| Net cash from operating activities | | | 29,811 | | | 9,821 | |
| | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
| Receipt of notes receivable | | | - | | | 802 | |
| Purchases of property and equipment | | | (16,210) | | | (13,075) | |
| Acquisitions, net of cash acquired | | | - | | | (600) | |
| Net cash from investing activities | | | (16,210) | | | (13,675) | |
| | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
| Proceeds from long-term borrowings | | | - | | | 85,000 | |
| Payment of debt-issuance costs | | | - | | | (1,350) | |
| Payments on long-term borrowings | | | (5,000) | | | (5,000) | |
| Dividend payments | | | (11,407) | | | (11,585) | |
| Dividend payments | | | (3,814) | | | (3,789) | |
| Purchase and retirement of common stock | | | - | | | (6,594) | |
| Net payments related to stock-based awards | | | (1,991) | | | (2,430) | |
| Net cash from financing activities | | | (10,805) | | | (17,813) | |
| | | | | | | | |
| EFFECT OF CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS | | | 51 | | | (1,469) | |
| | | | | | | | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | | | 2,847 | | | (23,136) | |
| CASH AND CASH EQUIVALENTS, beginning of period | | | 458,818 | | | 544,372 | |
| CASH AND CASH EQUIVALENTS, end of period | | $ | 461,665 | | $ | 521,236 | |
| | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | |
| Cash paid for interest | | $ | 2,590 | | $ | 1,123 | |
| Cash paid for income taxes | | $ | 2,838 | | $ | 2,444 | |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Advanced Energy Industries, Inc., a Delaware corporation, and its consolidated subsidiaries ("we," "us," "our," "Advanced Energy," or the "Company") design, manufacture, sell, and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment.

Our plasma power solutions enable innovation in complex semiconductor and thin film plasma processes such as dry etch strip and deposition. Our broad portfolio of high and low voltage power products is used in a wide range of applications, such as semiconductor equipment, industrial production, medical and life science equipment, data centers computing, networking, and telecommunications. We also supply related sensing, controls, and instrumentation products primarily for advanced measurement and calibration of radio frequency ("RF") power and temperature electrostatic instrumentation products for test and measurement applications, and gas sensing and monitoring solutions power and temperature for multiple industrial markets. Our network of global service support centers provides a recurring revenue opportunity as we offer repair services,repair services, calibration, conversions, upgrades, refurbishments, and used equipment to companies using our products.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly Advanced Energy's financial position as of March 31, 2023, and the results of our operations and cash flows for the three and nine months ended September 30, 2022 and 2021.months ended March 31, 2023 and 2022.

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and other financial information filed with the SEC.

Use of Estimates in the Preparation of the Consolidated Financial Statements

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The significant estimates, assumptions, and judgments include, but are not limited to:

| ● | ● |
| excess and obsolete inventory; | acquisitions and asset valuations; and |
| ● | ● |
| pension obligations; | income taxes and other provisions. |

Significant Accounting Policies

Our accounting policies are described in Note 1 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

We reclassified certain prior period amounts within these consolidated financial statements to conform to the current year presentation.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2022.

New Accounting Standards

From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, will not have a material impact on the consolidated financial statements upon adoption.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

New Accounting Standards Adopted

In October 2021, The FASB issued ASU 2021-08, "Business Combinations (Topic 806) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." the amendments in ASU 2021-08 address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. ASU 2021-08 requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers.
The FASB issued the following ASUs that we adopted in the current period:


we adopted ASU 2021-08 on a prospective basis effective January 1, 2022. The adoption will impact business combinations subsequent to that date and require recognition and measurement of acquired contract assets and liabilities in accordance with ASC 606. Specifically, we will account for the related revenue contracts of the acquiree as if we originated the contracts. Adoption of ASU 2021-08 did not impact acquired contract assets or liabilities from prior business combinations.



| Issuance Date | ASU | Title |


New Accounting Standards Issued But Not Yet Adopted
| March 2020 | 2020-04 | Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). In January 2021 the FASB issued ASU 2021-01 "Reference Rate Reform (Topic 848): Scope ("ASU 2021-01"). |
| January 2021 | 2021-01 | Reference Rate Reform (Topic 848): Scope |
| December 2022 | 2022-06 | Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |

This collective guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference LIBOR or another reference rate that is expected to be discontinued.ASU 2020-04 and ASU 2021-01 will be in effect through December 31, 2022.

Our Credit Facility (refer to Note 18. Credit Facility) and interest rate swap agreements (refer to Note 7. Derivative Financial Instruments) reference the one-month USD LIBOR rate. Both agreements contain provisions for transition to a new reference rate upon discontinuance of LIBOR. We expect the one-month USD LIBOR Rate to be available through June 2023. We are currently assessing The potential timing of transitioning to a replacement interest rate benchmark for our Credit Facility and do not expect ASU 2020-04 and ASU 2020-01 to materially impact referenced the one-month USD LIBOR rate. On March 31, 2023, we executed agreements with our debt holders and the counterparties to our interest rate swap agreements to transition the benchmark interest rate from LIBOR to the one-month-USD Term Secured Overnight Financing Rate ("Term SOFR"). The impact of this transition and the adoption of the above guidance was not material to our consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 2. ACQUISITIONS

SL Power Electronics Corporation

On April 25, 2022, we acquired 100% of the issued and outstanding shares of capital stock of SL Power Electronics Corporation ("SL Power"), which is based in Calabasas, California. We accounted for this transaction as a business combination. This acquisition added complementary products to Advanced Energy's medical power offerings and extends our presence in several advanced industrial markets.

The components of the fair value of the total consideration transferred were as follows:

| | | | |
| Cash paid for acquisition | | $ | 145,693 |
| Less cash acquired | | | (3,484) |
| Total fair value of purchase consideration | | $ | 142,209 |

We allocated the purchase price consideration to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess allocated to goodwill.The following table summarizes the estimated preliminary values of the assets acquired and liabilities assumed.

| | | | |
| | | Preliminary |
Fair Value |
| Current assets and liabilities, net | | $ | 11,990 |
| Property and equipment | | | 3,567 |
| Operating lease right-of-use assets | | | 4,640 |
| Deferred taxes and other liabilities | | | (2,335) |
| Intangible assets | | | 57,600 |
| Goodwill | | | 71,387 |
| Operating lease liability | | | (4,640) |
| Total fair value of net assets acquired | | $ | 142,209 |

The following table summarizes the intangible assets acquired:

| | | | | | | | |
| | | | | | Amortization | | Useful Life |
| | | Fair Value | | Method | | (in years) |
| Customer relationships | | $ | 50,500 | | Straight-line | | 10 |
| Technology | | | 7,100 | | Straight-line | | 5 |
| Total | | $ | 57,600 | | | | |

To estimate the fair value of intangible assets, we used a multi-period excess earnings approach for the customer relationships and a relief from royalty approach for developed technology. Goodwill represents SL Power's assembled workforce and the expected operating synergies from combining operations. We expect approximately 85% of goodwill to be deductible for tax purposes.We are still evaluating the fair value for the assets acquired and liabilities assumed. Accordingly, the purchase price allocation presented above is preliminary.

We included SL Power's results of operations in our consolidated financial statements from the date of acquisition. The following table summarizes SL Power's contribution to sales in our Consolidated Statements of Operations.

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | 2022 | | 2022 |
| Sales, net | | $ | 16,659 | | $ | 29,604 |

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

TEGAM, Inc.

On June 1, 2021, we acquired 100% of the issued and outstanding shares of capital stock of TEGAM, Inc., which is based in Geneva, Ohio. We accounted for this transaction as a business combination. This acquisition added metrology and calibration instrumentation to Advanced Energy's RF process power solutions in our Semiconductor and Industrial and Medical markets.

The components of the fair value of the total consideration transferred were as follows:

| | | | |
| Cash paid at closing | | $ | 15,430 |
| Cash paid for indemnity holdback released in June 2022 | | | 1,800 |
| Less cash acquired | | | (177) |
| Total fair value of purchase consideration | | $ | 17,053 |

We allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess allocated to goodwill. The following table summarizes the values of the assets acquired and liabilities assumed.

| | | | |
| | | |
| | | Fair Value |
| Current assets and liabilities, net | | $ | 3,475 |
| Property and equipment | | | 755 |
| Operating lease right-of-use assets | | | 425 |
| Intangible assets | | | 6,900 |
| Goodwill (deductible for tax purposes) | | | 5,917 |
| Other | | | 6 |
| Operating lease liability | | | (425) |
| Total fair value of net assets acquired | | $ | 17,053 |

Goodwill represents TEGAM's assembled workforce and expected operating synergies from combining operations. We included TEGAM's results of operations in our consolidated financial statements from the date of acquisition.

NOTE 3. REVENUE

Nature of goods and services

Products

Advanced Energy provides highly engineered, mission-critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell, and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment.

Our power solutions enable innovation in complex semiconductor and thin film plasma processes such as dry etch, strip and deposition, high and low voltage applications such as process control, medical equipment, life science applications, industrial technology and production, scientific instruments, clean technology production, advanced material production, temperature-critical material processing, data center computing, networking, and

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

telecommunication. We also supply related sensing, controls, and instrumentation products for advanced measurement and calibration of RF power and temperature, electrostatic instrumentation products for test and measurement applications, and gas sensing and monitoring solutions for multiple industrial markets. Our network of global service support centers provides a recurring revenue opportunity as we offer repair services, conversions, upgrades, refurbishments, and used equipment to companies using our products.

Services

Our services group offers warranty and after-market repair services in the regions in which we operate, providing us with preventive maintenance opportunities. Our customers continue to pursue low cost of ownership of their capital equipment and are increasingly sensitive to the costs of system downtime. They expect that suppliers offer comprehensive local repair service and customer support. To meet these market requirements, we maintain a worldwide support organization in the U.S., the People's Republic of China ("PRC"), Japan, Korea, Taiwan, Germany, Ireland, Singapore, Israel, and Great Britain. Support services include warranty and non-warranty repair services, upgrades, and refurbishments on the products we sell.

As part of our ongoing service business, we satisfy our service obligations under preventative maintenance contracts and extended warranties which had previously been offered on our discontinued inverter products. Any up-front fees received for extended warranties or maintenance plans are deferred. Revenue under these arrangements is recognized ratably over the underlying terms as we do not have historical information which would allow us to project the estimated service usage pattern at this time.

Remaining Performance obligations

Our remaining performance obligations primarily relate to customer purchase orders for products we have not yet shipped. We expect to fulfill the majority of these performance obligations within one year. As a result, we elected not to disclose the amount of these remaining performance obligations.

Disaggregation of revenue

The following tables present additional information regarding our revenue:

Revenue by Market

| | | | | | | || | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Semiconductor Equipment | | $ | 266,600 | | $ | 173,441 | | $ | 698,354 | | $ | 530,828 | |194,209 | | $ | 202,957 |
| Industrial and Medical | | | 119,587 | | | 80,800 | | | 307,436 | | | 242,412 | |123,020 | | | 82,898 |
| Data Center Computing | | | 87,542 | | | 62,231 | | | 232,941 | | | 190,843 | |
| Data Center Computing | | | 59,659 | | | 76,238 |
| Telecom and Networking | | | 42,545 | | | 29,621 | | | 115,951 | | | 94,941 | |48,152 | | | 35,366 |
| Total | | $ | 516,274 | | $ | 346,093 | | $ | 1,354,682 || $ | 1,059,024 | |
| Total | | $ | 425,040 | | $ | 397,459 |

Revenue by Region

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Product | | $ | 471,627 | | $ | 312,389 || $ | 1,238,480 | | $ | 956,790 | |
| North America | | $ | 180,942 | | $ | 182,721 |
| Asia | | | 179,183 | | | 162,047 |

| Services | | | 44,647 | | |33,704 | | | 116,202 | | | 102,234 | |
| Europe | | | 62,566 | | | 46,665 |
| Other | | | 2,349 | | | 6,026 |

| Total | | $ | 516,274 | | $ | 346,093 | | $ | 1,354,682 | | $ | 1,059,024 | |
| Total | | $ | 425,040 | | $ | 397,459 |

12

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Revenue by Significant Countries

(In thousands, except per share data)

| | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| United States | | $ | 197,205 | | $ | 139,089 || $ | 530,240 | | $ | 410,212 | || United States | | $ | 153,506 | | $ | 158,742 |
| China | | | 37,456 | | | 44,692 |

| North America (excluding U.S.) | | | 40,910 | | | 24,708 || | 96,713 | | | 77,067 | |
| All others | | | 234,078 | | | 194,025 |
| Total | | $ | 425,040 | | $ | 397,459 |

| Asia | || 215,401 | | | 135,838 | | | 557,629 || | 434,232 | |
We attribute sales to individual countries and regions based on the customer's ship to location. Apart from the United States, no revenue attributable to any individual country exceeded 10% of our total consolidated revenues in the three months ended March 31, 2023. Apart from the United States and China, no revenue attributable to any individual country exceeded 10% of our total consolidated revenues in the three months ended March 31, 2022.

Revenue by Category

| | | | | | | |
| | | Three Months Ended March 31, |

| Europe | | | 61,456 | || 44,838 | | | 157,972 | | | 129,751 | |
| | | 2023 | | 2022 |
| Product | | $ | 379,274 | | $ | 362,876 |

| Other | | | 1,302 | | | 1,620 | | | 12,128 | | | 7,762 | |
| Services | | | 45,766 | | | 34,583 |
| Total | | $ | 516,274 | | $ | 346,093 || $ | 1,354,682 | | $ | 1,059,024 | |
| Total | | $ | 425,040 | | $ | 397,459 |

Remaining Performance Obligations

During the three months ended September 30, 2022, Applied Materials, Inc. and Lam Research Corporation accounted for 19% and 15%, respectively, of Our total revenue compared to 22% and 11%, respectively, of our total revenue during the same period in the prior year. During the nine months ended September 30, 2022, Applied Materials, Inc. and Lam Research Corporation accounted for 20% and 14%, respectively, of our total revenue compared to 21% and 10%, respectively, of our total revenue during the same period in the prior year.
Our remaining performance obligations primarily relate to customer purchase orders for products we have not yet shipped. We expect to fulfill the majority of these performance obligations within one year.

11

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 4. INCOME TAXES

The following table summarizes tax expense and the effective tax rate for our income from continuing operations:

| | | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | |
| | | 2022 | | 2021 | | 2022 | |2021 | |
| | | 2023 | | 2022 | |
| Income from continuing operations, before income taxes | | $ | 86,512 | | $ | 24,704 | | $ | 186,341 | | $ | 105,797 | |39,488 | | $ | 43,815 | |
| Provision for income taxes | | $ | 11,639 | | $ | 3,657 | | $ | 29,795 | | $ | 10,817 | |7,736 | | $ | 6,953 | |
| Effective tax rate | | | 13.5 | % | | 14.8 | % | | 16.0 | % | | 10.2 | % |
| Effective tax rate | | | 19.6 | % | | 15.9 | % |

Our effective tax rates differ from the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2022 and 2021, months ended March 31, 2023 and 2022, respectively, primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S. tax on foreign operations. The effective tax rate for the three months ended March 31, 2023 was higher than the same period in 2022 primarily due to the cumulative year to date impact of increased earnings in 2022 and the resulting mix of earnings by geography, The effective tax rate for the nine months ended September 30, 2022 was higher than the same period in 2021 primarily due to beneficial discrete items occurring in 2021 not recurring in 2022, and by the capitalization and amortization of research and development expenses rather than immediately expensing them starting in 2022 as required by the 2017 Tax Cuts and Jobs Act.impact of decreased earnings in 2023 and an unfavorable mix of earnings by geography, partially mitigated by reduced U.S. tax on foreign operations.

Under the 2017 Tax Cuts and Jobs Act enacted in December 2017, research and development expenses incurred for tax years beginning after December 31, 2021 must be capitalized and amortized ratably over five or fifteen years for tax purposes. Although Congress is considering legislation that would defer the capitalization and amortization requirement, there is no assurance that the provision will be repealed or otherwise modified. If the requirement is not modified, it may materially increase future cash taxes beginning in 2023.

The Inflation Reduction Act ("IRA") and CHIPS and Science Act ("CHIPS Act") were both enacted in August 2022. The IRA introduced new provisions including a 15% corporate alternative minimum tax for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-tax-year period and a 1% excise tax surcharge on stock repurchases. The CHIPS Act provides a variety of incentives associated with investments in domestic semiconductor manufacturing and related activities. Both Acts are applicable for tax years beginning after December 31, 2022 and had no impact to our consolidated financial statements in the nine months ended September 30, 2022.

13

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 5. EARNINGS PER SHARE

We compute basic earnings per share ("EPS") by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. The diluted EPS computation is similar to basic EPS except we increase the denominator to include the number of additional common shares that would have been outstanding (using the if-converted and treasury stock methods) if our outstanding stock options and restricted stock units had been converted to common shares (when such conversion is dilutive).

The following is a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted earnings per share:
The following table summarizes our earnings per share:

| | | | | | | || | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Income from continuing operations | | $ | 74,873 | | $ | 21,047 | | $ | 156,546 | | $ | 94,980 | |31,752 | | $ | 36,862 |
| Less: income from continuing operations attributable to noncontrolling interest | | | - | | | (14) |
| Income from continuing operations attributable to Advanced Energy Industries, Inc. | | $ | 74,864 | | $ | 21,041 | | $ | 156,530 | | $ | 94,910 | |31,752 | | $ | 36,876 |
| | | | | | | |
| Basic weighted-average common shares outstanding | | | 37,379 | | | 38,183 | | | 37,482 | | | 38,296 | |37,475 | | | 37,549 |
| Assumed exercise of dilutive stock options and restricted stock units | | | 282 | | | 221 ||
| Diluted weighted-average common shares outstanding | | | 37,630 | | | 38,363 | | | 37,725 | | | 38,517 | |37,757 | | | 37,770 |
| | | | | | | | | | | | | | |
| Continuing operations: | | | | | | || | | | | | |
| Basic earnings per share | | $ | 2.00 | | $ | 0.55 | | $ | 4.18 | | $ | 2.48 | |0.85 | | $ | 0.98 |
| Diluted earnings per share | | $ | 1.99 | | $ | 0.55 | | $ | 4.15 | | $ | 2.46 | |0.84 | | $ | 0.98 |

Share Repurchase

To execute the repurchase of shares of our common stock, we periodically enter into stock repurchase agreements. The following table summarizes these repurchases:

| | | | | | | || | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| (in thousands, except per share amounts) | | 2023 | | 2022 |
| Amount paid or accrued to repurchase shares | | $ | 2,342 | | $ | 52,555 | | $ | 25,955 | | $ | 59,058 | |- | | $ | 6,594 |
| Number of shares repurchased | | | 34 | | | 605 | | | 346 | | | 677 | |- | | | 82 |
| Average repurchase price per share | | $ | 69.39 | | $ | 86.93 | | $ | 75.07 | | $ | 87.30 | |- | | $ | 80.02 |

12

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

There were no shares repurchased from related parties. Repurchased shares were retired and assumed the status of authorized and unissued shares.

In July 2022, the Board of Directors approved an increase to the share repurchase plan that increased the remaining amount authorized for future repurchases to a maximum of $200.0 million with no time limitation. At September 30, 2022, At March 31, 2023, the remaining amount authorized by the Board of Directors for future share repurchases was $200.0 million
$199.3 million with no time limitation.
14

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 6. FAIR VALUE MEASUREMENTS

The following tables present information about our assets and liabilities measured at fair value on a recurring basis.

| | | | | | | | | | | | | | | |
| | | | | March 31, 2023 |
| Description | | Balance Sheet Classification | | Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | | | | | Fair Value |
| Assets: | | | | | | | | | | | | | | |
| Certificates of deposit | | Other current assets | | $ | - | | $ | 164 | | $ | - | | $ | 164 |
| Foreign currency forward contracts | | Other current liabilities | | | - | | | (23) | | | - | | | (23) |
| Interest rate swaps | | Deposits and Other assets | | | - | | | 12,890 | | | - | | | 12,890 |
| Net assets measured at fair value on a recurring basis | | | | $ | - | | $ | 18,441 | | $ | - | | $ | 18,441 |
| | | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | | |
| Contingent consideration | | Other current liabilities | | $ | - | | $ | - | $ | | 1,779 | | $ | 1,779 |
| Total liabilities measured at fair value on a recurring basis | | | | $ | - | | $ | - | | $ | 1,779 | | $ | 1,779 |
13,031 | | $ | - | | $ | 13,031 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | December 31, 2022 |
| Description | | Balance Sheet Classification | | Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | | | | | Fair Value |
| Assets: | | | | | | | | | | | | | | |
| Certificates of deposit | | Other current assets | | $ | - | | $ | 2,128 | | $ | - | | $ | 2,128 |
| Interest rate swaps | | Deposits and Other assets | | | - | | | 15,310 | | | - | | | 15,310 |
| Net assets measured at fair value on a recurring basis | | | | $ | - | | $ | 17,438 | | $ | - | | $ | 17,438 |

| | | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | | |
| Contingent consideration | | Other current liabilities | | $ | - | | $ | - | | $ | 1,738 | | $ | 1,738 |
| Total liabilities measured at fair value on a recurring basis | | | | $ | - | | $ | - | | $ | 1,738 | | $ | 1,738 |

The fair value of foreign currency forward contracts is based on the movement in the forward rates of foreign currency cash flows in which the hedging instrument is denominated. We determine the fair value of interest rate swaps by estimating the net present value of the expected cash flows based on market rates and associated yield curves, adjusted for non-performance credit risk, as applicable. See Note 7. Derivative Financial Instruments for additional information. The fair value of contingent consideration is determined by estimating the net present value of the expected cash flows based on the probability of expected payment. For all periods presented, there were no transfers into or out of Level 3.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS

Changes in foreign currency exchange rates impact us. We may manage these risks through the use of derivative financial instruments, primarily forward contracts with banks. These forward contracts manage the exchange rate risk associated with assets and liabilities denominated in nonfunctional currencies. Typically, we execute these derivative instruments for one-month periods and do not designate them as hedges; however, they do partially offset the economic fluctuations of certain of our assets and liabilities due to foreign exchange rate changes.

The following table summarizes the notional amount of outstanding foreign currency forward contracts:

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| Foreign currency forward contracts | | $ | 65,017 | | $ | - |

Gains and losses related to foreign currency exchange contracts were offset by corresponding gains and losses on the revaluation of the underlying assets and liabilities. Both are included as a component of other expense, net in our Consolidated Statements of Operations.

13

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

In April 2020, we executed interest rate swap contracts with independent financial institutions to partially reduce the variability of cash flows in LIBOR indexed debt interest payments on our Term Loan Facility (under our existing Credit Agreement dated September 10, 2019, as amended). On March 31, 2023, we executed agreements with our debt holders and the counterparties to our interest rate swap agreements to transition the benchmark interest rate from LIBOR to Term SOFR. The interest rate swap contracts are accounted for as cash flow hedging instruments.

The interest rate swap contracts fix a portion of the outstanding principal balance on our term loan to a total interest rate of 1.172%. This is comprised of a 0.322% average fixed rate per annum in exchange for a variable interest rate based on Term SOFR plus the credit spread in our existing Credit Agreement (see Note 18. Credit Facility), which is 75 basis points at current leverage ratios plus a LIBOR to SOFR transitional rate adjustment of 0.10%.

The following table summarizes the notional amount of our qualified hedging instruments:

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| Interest rate swap contracts | | $ | 233,844 | | $ | 238,219 |

The following table summarizes the amounts recorded in accumulated other comprehensive income on the Consolidated Balance Sheets for qualifying hedges.

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| Interest rate swap contract gains | | $ | 9,908 | | $ | 11,779 |

See Note 6. Fair Value Measurements for information regarding fair value of derivative instruments.

As a result of using derivative financial instruments, we are exposed to the risk that counterparties to contracts could fail to meet their contractual obligations. We manage this credit risk by reviewing counterparty creditworthiness on a regular basis and limiting exposure to any single counterparty.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 8. ACCOUNTS AND OTHER RECEIVABLES, NET

We record accounts and other receivables at net realizable value. Components of accounts and other receivables, net of reserves, were as follows:

| | | | | | | |
| | | September 30, | | December 31, |
| | | 2022 | | 2021 |
| Amounts billed, net | | $ | 289,007 | | $ | 217,549 |
| Unbilled receivables | | | 18,011 | | | 19,678 |
| Total receivables, net | | $ | 307,018 | | $ | 237,227 |

"Amounts billed, net" represents amounts invoiced to customers in accordance with our terms and conditions and includes an allowance for expected credit losses. These receivables are short term in nature and do not include any financing components.

"Unbilled receivables" consist of amounts where we satisfied our contractual obligations associated with customer inventory stocking agreements. Such amounts typically become billable upon the customer's consumption of the inventory. We anticipate invoicing and collecting substantially all unbilled receivables within the next twelve months.

The following table summarizes the changes in expected credit losses related to receivables:

| | | | |
| December 31, 2022 | | $ | 1,814 |
| Additions | | | 123 |
| Deductions - write-offs, net of recoveries | | | (4,170) |
| March 31, 2023 | | $ | 1,937 |
| Foreign currency translation | | | (30) |
| September 30, 2022 | | $ | 2,025 |

NOTE 9. INVENTORIES

We value inventories at the lower of cost or net realizable value and computed on a first-in, first-out basis. Components of inventories were as follows:

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| Parts and raw materials | | $ | 299,132 | | $ | 286,955 |
| Work in process | | | 23,144 | | | 23,002 |
| Finished goods | | | 79,254 | | | 66,055 |
| Total | | $ | 409,422 | | $ | 338,410 |
| Total | | $ | 401,530 | | $ | 376,012 |

14

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 10. PROPERTY AND EQUIPMENT, NET

Property and equipment, net is comprised of the following:

| | | | | | | | | |
| | | Estimated Useful | | March 31, | | December 31, |
| | | Life (in years) | | 2023 | | 2022 |
| Buildings, machinery, and equipment | | 5 to 25 | | $ | 170,724 | | $ | 165,673 |
| Computer equipment, furniture, fixtures, and vehicles | | 3 to 5 | | | 38,114 | | | 36,281 |
| Leasehold improvements | | 2 to 10 | | | 66,018 | | | 63,103 |
| Construction in process | | | | | 20,557 | | | 18,226 |
| | | | | | 295,413 | | | 283,283 |
| Less: Accumulated depreciation | | | | | (142,651) | | | (134,821) |
| Property and equipment, net | | | | $ | 152,762 | | $ | 148,462 |

The following table summarizes depreciation expense. All depreciation expense is recorded in income from continuing operations:

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Depreciation expense | | $ | 8,507 | | $ | 7,874 | | $ | 25,352 | | $ | 22,721 | |
| Depreciation expense | | $ | 9,461 | | $ | 8,379 |

NOTE 11. GOODWILL

The following table summarizes the changes in goodwill:

| | | | | |
| December 31, 2022 | | $ | 281,433 | |
| Measurement period adjustments | | | 40 |
| Additions from acquisition | | | 71,003 |
701 | |
| Foreign currency translation | | | 430 | |
| September 30, 2022 | | $ | 279,226 |

| March 31, 2023 | | $ | 282,564 | |
18

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 12. INTANGIBLE ASSETS

Intangible assets consisted of the following:

| | | | | | | | | | |
| | | March 31, 2023 |
| | | Gross Carrying | | Accumulated | | Net Carrying |
| | | Amount | | Amortization | | Amount |
| Technology | | $ | 96,027 | | $ | (43,146) | | $ | 52,881 |
| Technology | | $ | 97,446 | | $ | (50,504) | | $ | 46,942 |
| Customer relationships | | | 167,927 | | | (48,272) | | | 119,655 |
| Trademarks and other | | | 26,864 | | | (9,631) | | | 17,233 |
| Trademarks and other | | | 27,073 | | | (11,079) | | | 15,994 |
| Total | | $ | 288,909 | | $ | (93,102) | | $ | 195,807 |
| Total | | $ | 292,446 | | $ | (109,855) | | $ | 182,591 |

| | | | | | | | | | |
| | | December 31, 2022 |
| | | Gross Carrying | | Accumulated | | Net Carrying |
| | | Amount | | Amortization | | Amount |
| Technology | | $ | 91,461 | | $ | (35,854) | | $ | 55,607 |
| Technology | | $ | 97,237 | | $ | (47,196) | | $ | 50,041 |
| Customer relationships | | | 167,631 | | | (44,774) | | | 122,857 |
| Trademarks and other | | | 27,244 | | | (7,964) | | | 19,280 |
| Trademarks and other | | | 27,036 | | | (10,408) | | | 16,628 |
| Total | | $ | 237,411 | | $ | (78,005) | | $ | 159,406 |
| Total | | $ | 291,904 | | $ | (102,378) | | $ | 189,526 |

15

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

At March 31, 2023,
At September 30, 2022, the weighted average remaining useful life of intangibles subject to amortization was approximately 9.0 years.

Amortization expense related to intangible assets is as follows:

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 | | 2021 | |
| | | 2023 | | 2022 |
| Amortization expense | | $ | 7,049 | | $ | 5,607 | | $ | 19,081 | | $ | 16,504 | |
| Amortization expense | | $ | 7,062 | | $ | 5,509 |

Estimated amortization expense related to intangibles is as follows:

| | | | |
| Year Ending December 31, | | | |
| 2023 (remaining) | | $ | 21,210 |
| 2024 | | | 25,200 |
| 2025 | | | 20,995 |
| 2026 | | | 19,280 |
| 2027 | | | 17,372 |
| Thereafter | | | 78,534 |
| Total | | $ | 182,591 |

16

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 13. RESTRUCTURING COSTS

In the fourth quarter of 2022, we approved a restructuring plan (the "2022 Plan"), which is expected to further improve our operating efficiencies and drive the realization of synergies from business combinations by consolidating our operations, optimizing our factory footprint, including moving certain production into our higher volume factories, and reducing redundancies. We anticipate the 2022 Plan will be substantially completed, and associated expenses will be incurred, by the beginning of 2024.

In 2018, we committed to a restructuring plan (the "2018 Plan") to optimize our manufacturing footprint and to improve our operating efficiencies and synergies related to our recent acquisitions. For the periods presented, business combinations. We incurred severance costs primarily related to the transition and exit of our facility in Shenzhen, China and actions associated with synergies related to the acquisition of Artesyn Embedded Technologies, Inc.'s embedded power business. The Shenzhen facility closed in the first quarter of 2023, and the 2018 Plan is substantially complete.Artesyn acquisition. The table below summarizes restructuring charges

The tables below summarize the charges related to our restructuring plans:


| | | | | | | |
| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Severance and related charges | | $ | 121 | | $ | 676 | | $ | 833 | | $ | 1,270 | |1,043 | | $ | 873 |
| Facility relocation and closure charges | | | - | | | 345 |
| Total restructuring charges | | $ | 121 | | $ | 1,272 | |$ | 1,178 | | $ | 2,521 | |
1,043 | | $ | 1,218 |

| | | | | | | | | | |

| | | | |

| | | Cumulative Cost Through |
| | | March 31, 2023 |
| | | September 30, |
| | | 2022 |

| | | 2022 Plan | | 2018 Plan | | Total |
| Severance and related charges | | $ | 6,547 | | $ | 21,345 | | $ | 27,892 |
| Facility relocation and closure charges | | | - | | | 7,160 | | | 7,160 |
| Total restructuring charges | | $ | 6,547 | | $ | 28,505 | | $ | 35,052 |

Our restructuring liabilities are included in other accrued expenses in our Consolidated Balance Sheets. and related primarily to severance and related charges. Changes in restructuring liabilities were as follows:

| | | | | | | | | | |
| | | 2022 Plan | | 2018 Plan | | Total |
| December 31, 2022 | | $ | 5,788 | | $ | 1,422 | | $ | 7,210 |
| Costs incurred and charged to expense | | | 759 | | | 284 | | | 1,043 |
| Costs paid or otherwise settled | | | (924) | | | (947) | | | (1,871) |
| Effects of changes in exchange rate | | | (24) |
| Foreign currency translation | | | - | | | (223) | | | (223) |
| March 31, 2023 | | $ | 5,623 | | $ | 536 | | $ | 6,159 |

17

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 14. WARRANTIES

Our sales agreements include customary product warranty provisions, which generally range from 12 to 24 months after shipment. We record the estimated warranty obligations cost when we recognize revenue. This estimate is based on our historical experience by product and configuration.

Our estimated warranty obligation is included in other accrued expenses in our Consolidated Balance Sheets. Changes in our product warranty obligation were as follows:

| | | | | |
| December 31, 2022 | | $ | 5,702 | |
| Additions from acquisitions | | |181 |
| Increases to accruals | | | 1,016 | |
| Warranty expenditures | | | (1,212) | |
| Effect of changes in exchange rates | | | (6) | |
| March 31, 2023 | | $ | 5,500 | |

20

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 15. LEASES

Components of operating lease cost were as follows:

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Operating lease cost | | $ | 5,613 | | $ | 5,735 | | $ | 17,061 | | $ | 17,708 | |
| Operating lease cost | | $ | 5,680 | | $ | 5,719 |
| Short-term and variable lease cost | | | 1,177 | | | 578 | | | 3,516 | | | 1,704 | |1,083 | | | 1,090 |
| Total operating lease cost | | $ | 6,790 | | $ | 6,313 | | $ | 20,577 | | $ | 19,412 | |6,763 | | $ | 6,809 |

Maturities of our operating lease liabilities are as follows:

| | | | |
| Year Ending December 31, | | | |
| 2023 (remaining) | | $ | 16,021 |
| 2024 | | | 19,469 |
| 2025 | | | 15,859 |
| 2026 | | | 13,590 |
| 2027 | | | 11,884 |
| Thereafter | | | 57,977 |
| Total lease payments | | | 134,800 |
| Less: Interest | | | (27,540) |
| Present value of lease liabilities | | $ | 107,260 |

The following tables present additional information about our lease agreements:

| | | | | | | | | |
| | | | March 31, | | | | December 31, | |
| | | 2023 | | | 2022 | |
| Weighted average remaining lease term (in years) | | | 8.8 | | | | 8.9 | |
| Weighted average discount rate | | | 4.7 | % | | | 4.6 | % |

| | | | | | || | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | Three Months Ended March 31, |
| | 2023 | | 2022 |
| Cash paid for operating leases | $ | 5,557 | | $ | 6,058 | | $ | 16,642 | | $ | 18,037 | |5,820 | | $ | 5,626 |
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 2,222 | | $ | 7,169 || $ | 14,433 | | $ | 14,402 | |208 | | $ | 4,530 |

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 16. STOCK-BASED COMPENSATION

The Compensation Committee of our Board of Directors administers our stock plans. As of March 31, 2023, we have two active stock-based incentive compensation plans: the 2017 Omnibus Incentive Plan ("the 2017 Plan") and the Employee Stock Purchase Plan ("ESPP"). We issue all new equity compensation grants under these two plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans.

On May 4, 2017, the stockholders approved The 2017 Plan and all shares that were then available for issuance under the 2008 Omnibus Incentive Plan ("the 2008 Plan") are now available for issuance under the 2017 Plan. The 2017 Plan and 2008 Plan provide The 2017 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, (including deferred stock units), unrestricted stock, and dividend equivalent rights. Any of the awards issued may be issued as performance-based awards to align stock compensation awards to the attainment of annual or long-term performance goals.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

The following table summarizes information related to our stock-based incentive compensation plans:

| | | | |
| | | March 31, 2023 |
| | | September 30, 2022 |
| Shares available for future issuance under the 2017 Omnibus Incentive Plan | | 1,205 | |
| Shares available for future issuance under the Employee Stock Purchase Plan | | 619 | |

Generally, we grant restricted stock units ("RSUs") with a three-year time-based vesting schedule. Certain RSUs contain performance-based or market-based vesting conditions in addition to the time-based vesting requirements. RSUs are generally granted with a grant date fair value based on the market price of our stock on the date of grant.and with generally a three-year vesting schedule. Certain RSUs contain performance-based or market-based vesting conditions in addition to the time-based requirements.

Generally, we grant stock option awards with an exercise price equal to the market price of our stock at the date of grant and with either a three or four-year vesting schedule or performance-based vesting. as determined at the time of grant. Stock option awards generally have a term of ten years.

We recognize stock-based compensation expense based on the fair value of the awards issued and the functional area of the employee receiving the award. Stock-based compensation was as follows:

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 | | 2021 | |
| | | 2023 | | 2022 |
| Stock-based compensation expense | | $ | 6,022 | | $ | 3,674 | | $ | 15,008 | | $ | 12,819 | |6,801 | | $ | 3,928 |

Changes in our RSUs were as follows:

| | | | | | |
| | | Nine Months Ended September 30, 2022 |
| | | Three Months Ended March 31, 2023 |
| | | | | Weighted- |
| | | | | Average |
| | | Number of | | Grant Date |
| | | RSUs | | Fair Value |
| RSUs outstanding at beginning of period | | 803 | | $ | 78.46 |
| RSUs granted | | 295 | | $ | 96.70 |
| RSUs vested | | (97) | | $ | 89.09 |
| RSUs forfeited | | (248) | | $ | 60.74 |
| RSUs forfeited | | (25) | | $ | 68.29 |
| RSUs outstanding at end of period | | 976 | | $ | 83.00 |

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

Changes in our stock options were as follows:

| | | | | | | |
| | | Nine Months Ended September 30, 2022 |
| | | Three Months Ended March 31, 2023 | |
| | | | | Weighted- | |
| | | | | Average | |
| | | Number of | | Exercise Price | |
| | | Options | | per Share | |
| Options outstanding at beginning of period | | 112 | | $ | 24.41 |
151 | | $ | 55.48 | |
| Options exercised | | (36) | | $ | 24.19 | |
| Options outstanding at end of period | | 115 | | $ | 65.14 | |

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

NOTE 17. COMMITMENTS AND CONTINGENCIES

We are involved in disputes and legal actions arising in the normal course of our business. While we currently believe that the amount of any ultimate loss would not be material to our financial position, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate loss could have a material adverse effect on our financial position or reported results of operations. An unfavorable decision in intellectual property litigation also could require material changes in production processes and products or result in our inability to ship products or components found to have violated third-party intellectual property rights. We accrue loss contingencies in connection with our commitments and contingencies, including litigation, when it is probable that a loss has occurred, and the amount of the loss can be reasonably estimated. We are not currently a party to any legal action that we believe would reasonably have a material adverse impact on our business, financial condition, results of operations or cash flows.

NOTE 18. CREDIT FACILITY

In September 2019, in connection with the Artesyn Acquisition Agreement, we entered into a Our credit agreement ("Credit Agreement") that provided aggregate financing of $500.0 million, consisting of a $350.0 million consists of a senior unsecured term loan facility (the "Term Loan Facility") and a $150.0 million ("Term Loan Facility") and a senior unsecured revolving facility (the "Revolving Facility" and together with the Term Loan Facility, the "Credit Facility").
("Revolving Facility"). Both mature on September 9, 2026.
In September 2021, we amended the Credit Agreement whereby we borrowed an additional $85.0 million, which increased the aggregate amount outstanding under the Term Loan Facility to $400.0 million. In addition, we increased the Revolving Facility capacity by $50.0 million to $200.0 million. Both the Term Loan Facility and Revolving Facility mature on September 9, 2026.


On March 31, 2023, we executed agreements pursuant to the Credit Agreement to transition the benchmark interest rate from LIBOR to Term SOFR. The impact of this transition was not material to our consolidated financial statements.

The following table summarizes borrowings under our Credit Agreement and the associated interest rate.

| | | | | | | | |
| | | March 31, 2023 |
| | | Balance | | Interest Rate | | Unused Line Fee |
| Term Loan Facility subject to a fixed interest rate due to interest rate swap | | $ | 233,844 | | 1.172% | | - |
| Term Loan Facility subject to a variable interest rate | | | 136,156 | | 5.657% | | - |
| Revolving Facility subject to a variable interest rate | | | - | | 5.657% | | 0.10% |
| Total borrowings under the Credit Agreement | | $ | 370,000 | | | | |

For more information on the interest rate swap that fixes the interest rate for a portion of our Term Loan Facility, see Note 7. Derivative Financial Instruments. The Term Loan Facility and Revolving Facility bear interest, at our option, at a rate based on a reserve adjusted "Eurodollar Rate or "Base Rate," the Base Rate or Term SOFR, as defined in the Credit Agreement, plus an applicable margin.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except per share data)

For all periods presented, we were in compliance with the Credit Agreement covenants. The following table summarizes our availability to withdraw on the Revolving Facility.

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| Available capacity on Revolving Facility | | $ | 200,000 | | $ | 200,000 |

In addition to the available capacity on the Revolving Facility, prior to the maturity date of our Credit Agreement, we may also request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million at identical terms to our existing Credit Facility.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Agreement.

The fair value of the Term Loan Facility approximates the outstanding balance of $370.0 million as of March 31, 2023.

The debt obligation on our Consolidated Balance Sheets consists of the following:

| | | | | | | |
| | | March 31, | | December 31, |
| | | 2023 | | 2022 |
| Term Loan Facility | | $ | 370,000 | | $ | 375,000 |
| Less: debt discount | | | (1,611) | | | (1,738) |
| Total debt | | | 378,132 | | | 392,733 |
| Total debt | | | 368,389 | | | 373,262 |
| Less current portion of long-term debt | | | (20,000) | | | (20,000) |
| Total long-term debt | | $ | 348,389 | | $ | 353,262 |

Contractual maturities of our debt obligations, excluding amortization of debt issuance costs, are as follows:

| | | | |
| Year Ending December 31, | | |
| 2023 (remaining) | | $ | 5,000 |
15,000 |
| 2024 | | | 20,000 |
| 2025 | | | 20,000 |
| 2026 | | | 315,000 |
| Total | | $ | 370,000 |

Interest expense and unused line of credit fees were recorded in other expense, net in our Consolidated Statements of Operations as follows:

| | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 || 2021 | |
| | | 2023 | | 2022 |
| Interest expense | | $ | 1,842 | | $ | 1,009 | | $ | 4,303 | | $ | 2,973 | |
| Interest expense | | $ | 2,590 | | $ | 1,123 |
| Amortization of debt issuance costs | | | 136 | | | 420 | | | 413 | | | 669 | |133 | | | 135 |
| Unused line of credit fees and other | | | 51 | | | 54 |
| Total interest expense | | $ | 2,029 | | $ | 1,470 | | $ | 4,868 | | $ | 3,758 | |2,774 | | $ | 1,312 |

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 17, 2023.

Special Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q contains, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this report that are not historical information are forward-looking statements. For example, statements relating to our beliefs, expectations and plans are forward-looking statements, as are statements that certain actions, conditions, or circumstances will continue. The inclusion of words such as "anticipate," "expect," "estimate," "can," "may," "might," "continue," "enable," "plan," "intend," "should," "could," "would," "likely," "potential," or "believe," as well as statements that events or circumstances "will" occur or continue, indicate forward-looking statements. Forward-looking statements involve risks and uncertainties, which are difficult to predict and many of which are beyond our control.

Risks and uncertainties to which our forward-looking statements are subject include:

| | ● | macroeconomic risks, including supply chain cost increases and other inflationary pressures, recession, changes in financial markets, economic volatility and cyclicality, higher interest rates, labor shortages, foreign currency fluctuations, and pricing controls; |
| | ● | political and geographical risks, including trade and export controls, war, terrorism, international disputes and geopolitical tensions, and geographical risks including natural disasters, public health issues, and industrial accidents; |
| | ● | sufficiency and availability of components and materials; |
| | ● | our level of and ability to manage backlog orders; |
| | ● | our ability to develop new products expeditiously and be successful in the design win process with our customers; |
| | ● | the ability to stay on the leading edge of innovation, and obtain and defend necessary intellectual property protections; |
| | ● | the ability to protect our trade secrets and confidential information from misappropriation or infringement; |
| | ● | our future sales; |
| | ● | our future profitability; |
| | ● | our competition; |
| | ● | market acceptance of, and demand for, our products; |
| | ● | the fair value of our assets and financial instruments; |
| | ● | research and development expenses; |
| | ● | selling, general, and administrative expenses; |
| | ● | sufficiency and availability of capital resources; |
| | ● | ability to obtain equity or debt financing on favorable terms; |
| | ● | capital expenditures; |

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| | ● | our production and operations strategy; |
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| | ● | our share repurchase program; |
| | ● | our tax assets and liabilities; |
| | ● | our other commitments and contingent liabilities; |
| | ● | adequacy of our reserve for excess and obsolete inventory; |
| | ● | adequacy of our warranty reserves; |
| | ● | adequacy of reserves for bad debt, sales returns, and other reserves or impairments; |
| | ● | our estimates of the fair value of assets acquired; |
| | ● | restructuring activities and expenses; |
| | ● | unanticipated costs in fulfilling our warranty obligations for solar inverters; |
| | ● | the integration of our acquisitions; |
| | ● | industry and market trends; |
| | ● | our acquisition, divestiture, and joint venture activities; and |
| | ● | cost fluctuations and pressures, including prices of components, commodities and raw materials, and costs of labor, transportation, energy, pension, and healthcare. |

Actual results could differ materially and adversely from those expressed in any forward-looking statements. Neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements and readers are cautioned not to place undue reliance on forward-looking statements.

For additional information regarding Factors that may affect our actual financial condition, results of operations and accuracy of our forward-looking statements, see the information under the caption "Risk factors in Part II, Item 1A of this Quarterly Report on Form 10-Q and, Factors that could contribute to these differences or prove our forward-looking statements, by hindsight, to be overly optimistic or unachievable include the factors described in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2021. We undertake no obligation to revise or update any forward-looking statements for any reason.2022. Other factors might also contribute to the differences between our forward-looking statements and our actual results. We assume no obligation to update any forward-looking statement or provide the reasons why our actual results might differ.

BUSINESS AND MARKET OVERVIEW

Advanced Energy provides highly engineered, mission-critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.

Our plasma power solutions enable innovation in complex semiconductor and thin film plasma processes such as dry etch strip and deposition. Our broad portfolio of high and low voltage power products is used in a wide range of applications, such as semiconductor equipment, industrial production, medical and life science equipment, data center computing, networking, and telecommunications. We also supply related sensing, control, and instrumentation products primarily for advanced measurement and calibration of radio frequency ("RF") power and temperature electrostatic instrumentation products for test and measurement applications, and gas sensing and monitoring solutions power and temperature for multiple industrial markets. Our network of global service support centers provides a recurring revenue opportunity as we offer repair services,repair services, calibration, conversions, upgrades, refurbishments, and used equipment to companies using our products.

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Advanced Energy is organized on a global, functional basis and operates in the single segment for power electronics conversion products. Within this segment, our products are sold into the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets.We provide market revenue data to enable tracking of trends.

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On April 25, 2022, we acquired 100% of the issued and outstanding shares of capital stock of SL Power Electronics Corporation ("SL Power"), which is based in Calabasas, California. See Note 2. Acquisitions in Part I, Item 1 "Unaudited Consolidated Financial Statements." This acquisition added complementary products to Advanced Energy's medical power offerings and extends our presence in several advanced industrial markets.

At the beginning of 2020 we saw The spread of COVID-19, which grew into a global pandemic. Our focus on providing a healthy and safe working environment for our employees led to intermittent shutdowns of our manufacturing facilities to implement new health and safety protocols and additional investments to comply with government guidelines. Since 2020, there have been periods when some of our manufacturing facilities were not operating or were operating at reduced capacity due to government mandates to restrict travel, maintain social distancing, and implement health and safety procedures. Additionally, during 2022, restrictions related to COVID-19, particularly in China, and disruptions in an already challenged global supply chain that disrupted our workforce and limited the availability of certain materials, parts, subcomponents, and subassemblies needed for production, have impacted our ability to fulfill product shipments to meet customer demand and contributed to increased backlog.
The demand environment in each of our markets is impacted by various market trends, customer buying patterns, design wins, macroeconomic and other factors. Fulfilling demand was difficult in 2022, as we were limited in our ability to fulfill demand due to supply chain shortages for critical integrated circuits, resulting in longer lead times for our products. These supply constraints continue into 2023 and


Although COVID-19 has impacted our revenues and manufacturing efficiency for almost three years, COVID-19 has not materially impacted our liquidity, our ability to access capital, our ability to comply with our debt covenants or the fair value of our assets. Additionally, we believe the accommodations we have made to our work environment, including employees utilizing work-from-home arrangements where necessary, will not impact our ability to maintain effective internal controls over financial reporting.

The shortage of critical components was caused by a variety of factors including increased demand for electronic components used in a wide variety of industries, the pandemic-driven rise in consumer demand for technology goods, logistics-related disruptions in shipping, and capacity limitations at some suppliers due to COVID-19 and its variants, labor shortages, and other factors. These supply constraints have led to longer lead times in procuring materials and subcomponents and, in some cases, meaningfully higher costs for the subcomponents. We higher costs and inventory level requirements. We have implemented measures to improve the supply of critical materials and components and to mitigate the impact of these higher input costs, and these actions have enabled us to better meet customer demand. In the fourth quarter of 2022 and through the first quarter of 2023, we entered into a cyclical downturn in the semiconductor market driven by overcapacity primarily in memory applications and export controls impacting customers in China, which has impacted our demand levels. As a result of lower demand levels and shortened lead times, primarily in our semiconductor market, our backlog in the first quarter continued to normalize, declining from $875.3 million at the end of 2022 to $755.9 million at the end of the first quarter of 2023. Demand in our other markets has remained relatively stable, however our ability to fulfill demand and reduce our backlog has been limited by ongoing supply constraints. It is not clear how long global supply constraints will continue, how quickly the supply chain will however It is not clear how long supply constraint conditions will continue, how quickly it may recover, the extent to which our mitigating actions will be successful, or to what extent we can recover our higher costs.

Looking forward, we expect that for the remainder of 2022 customer demand will remain strong across many of our served markets; however, our ability to procure critical components to meet our customers' needs will continue to be limited by the ongoing constraints in the global supply chain. In addition, recent increases in global inflation, interest rates, financial market volatility, geopolitical tensions, additional export controls, and other factors impacting macroeconomic growth may impact future demand and our cost base. Most recently, in October of 2022, additional restrictions were announced by the US Commerce Department related to the export of semiconductor equipment for advanced computing chips that may have a negative impact on our semiconductor demand, backlog, and revenues. As such, our forward-looking projections of revenues, earnings, and cash flow may be adversely impacted if any of these situations continue or further deteriorates.

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Semiconductor Equipment Market

Growth in The Semiconductor Equipment market is driven by the long-term growing need for more semiconductor production capacity and new process technologies. While the semiconductor and semiconductor equipment industries are inherently cyclical, over the long-term, integrated circuit content is growing across many industries driven by increased demand for processing, storing, and transmitting the growing amount of data. To meet the growing demand, the chip growing integrated circuits content across many industries such as processing, and storage in advanced applications including artificial intelligence, edge and cloud computing, autonomous and electric vehicles, and the rapid adoption of advanced mobile connectivity solutions such as 5G which enhances existing and enables new wireless applications. To address the long-term growing demand, for semiconductor devices, the industry continues to invest in production capacity for both leading-edge and trailing-edge node logic devices, the latest memory devices, back-end test, and advanced wafer-level packaging. The industry's transition to advanced technology nodes in logic and DRAM and to increased layers in 3D NAND memory devices require an increased number of plasma-based etch and deposition process tools and higher content of our advanced power solutions per tool. As etch and deposition processes become more challenging due to shrinking device geometry and increasing aspect ratios in advanced 3D devices, more advanced Radio Frequency ("RF") and Direct Current ("DC") plasma generation technologies are needed. We strive to meet these challenges by providing a broader range of more complex provide a broad range of best-in-class, industry-leading RF and DC power solutions. Beyond etch and deposition processes, the growing complexity at the advanced nodes also drives a higher number of other process steps across the wafer fab, including inspection, metrology, thermal, ion implantation, and semiconductor test and assembly, where Advanced Energy is actively participating as a critical technology provider. In addition, our global support services group offers comprehensive local repair service, upgrade, and retrofit offerings to extend the usable life of our customers' capital equipment for additional technology generations. Our strategy in the Semiconductor Equipment market is to defend our proprietary positions in our core applications by capturing new design and product generations, growing our market position in applications where we have lower market share, such as remote plasma source and dielectric etch, and leveraging our product portfolio in areas including embedded power, high voltage power systems, and critical sensing and controls to grow our market share and content at our original equipment manufacturer ("OEM") customers.

The Semiconductor Equipment market continued to experience demand growth driven by higher semiconductor contents across many industries, increased capital intensity at the leading-edge process nodes, semiconductor device makers investing in the trailing-edge nodes due to supply constraints and increased regional investments of semiconductor capacities. Advanced Energy participated in this market growth by delivering record revenue from the Semiconductor Equipment market in 2021 and in the first nine months of 2022. even with the negative impact of the global supply constraints. While demand continued to be strong through the third quarter of 2022, overcapacity in the memory market investments in both leading and trailing edge semiconductor capacity throughout the first three quarters of 2022. Starting in the fourth quarter of 2022, the market entered a cyclical downturn due to changing macroeconomic conditions, overcapacity in the market for memory devices, general semiconductor inventory digestion resulting in falling fab utilization and reduced fab expansion plans, and new export restrictions to China for certain semiconductor equipment. During the first quarter of 2023, these factors continued to impact our demand, backlog, and revenue and are expected to continue throughout 2023. We believe long-term drivers for demand growth in this market include investment in new fab capacities driven by will eventually resume, due to the need to invest

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in new fab capacity to support
growing demand for semiconductor devices in a wide range of applications, the continued transition to next generation processing nodes, and increased complexity of advanced processes requiring more complex and innovative power solutions, Overall, we expect to continue to invest in both increasing our capacity.and capability to meet the expected long-term market demand for our products.and the regionalization of some semiconductor capacity.

Industrial and Medical Markets

Advanced Energy serves the Industrial and Medical market with mission-critical power components that deliver high reliability, precise, low noise or differentiated power to the equipment they serve. Growth in the Industrial and Medical market is driven by investment in complex manufacturing processes or automation, increased adoption of smart power, sensing, and control solutions across many industrial applications, new investments in clean and sustainable technologies, and growing investment in medical devices and life science equipment. Our


industrial and medical Markets


customers in the Industrial and Medical market are primarily global and regional original equipment manufacturers, incorporating our advanced power, embedded power, and measurement products into a wide variety of equipment used in applications, such as advanced material fabrication, medical devices, analytical instrumentation, test and measurement equipment, robotics, industrial production, and large-scale connected light-emitting diode applications.

Advanced Energy serves the Industrial and Medical market with mission-critical power components that deliver high reliability, precise, low noise or differentiated power to the equipment they serve. Our customers in this market are primarily global and regional original equipment and device manufacturers. These OEM customers incorporate our products and solutions into their equipment. Examples of products sold into the Industrial and Medical market include high voltage and low voltage power supplies used in applications such as medical devices, analytical instruments, test and measurement, medical lasers, scientific instrumentation and industrial equipment, power control modules and thermal instrumentation products for material fabrication, production process control and many precision industrial sensing applications.

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Growth in the Industrial and Medical market is driven by growth investments in complex manufacturing processes or automation, increased adoption of smart power, sensing, and control solutions across many industrial applications, new investments in clean and sustainable technologies, and growing investments in medical devices and life science equipment. Our strategy in the Industrial and Medical market is to expand our product offerings and channel reach, leveraging common platforms, derivatives, and customizations to further penetrate a broader set of applications.such as medical, test and measurement, indoor farming, and many other applications.

During 2021 and the first nine months of 2022, we saw increased demand in the Industrial and Medical market as our customers increased investments in their production capacity and the medical technology industry recovered from the pandemic-related slowdown. Although overall customer demand increased, compared to the same period in the prior year, but supply constraints of critical components limited our ability to fulfill product shipments at the level of customer demand and resulted in increased backlog. During the first quarter of 2023, we experienced continued demand from our Industrial and Medical customers and improved our ability to secure critical components. However, it is unclear how the macroeconomic conditions, including higher interest rates and potential recession, may affect our revenue in 2023, and product delivery and revenue levels will continue to be primarily dependent on resolving supply constraints. It is not clear how long these supply constraints will persist or on what timelines our supply may recover.also be dependent on our ability to resolve the supply constraint condition.

Data Center Computing Markets

Advanced Energy serves the Data Center Computing market with industry leading power conversion products and technologies, which we sell to OEMs and original design manufacturers ("ODMs") of data center server and storage systems, as well as cloud service providers and their partners. Driven by the growing adoption of cloud computing, market demand for server and storage equipment has shifted from traditional enterprise on-premises computing to the data center, driving investments in data center infrastructure. Beyond the cloud, demand for edge computing is also growing, driven by the need for faster processing, lower latency, and higher data security at edge applications. In addition, the data center industry started to transition to 48 Volt infrastructure where 48 Volt DC power replaces 12 Volt in has begun transitioning from 12 Volt to 48 Volt infrastructure in data center server racks to improve overall power efficiency. Advanced Energy benefits from these trends by being an industry leader in providing high-efficiency 48 Volt server power solutions to the data center industry. Further, demand for edge computing is growing, driven by the need for faster processing, lower latency, higher data security, and more reliability than traditional cloud computing. Due to its wide range of many unique configurations and requirements, edge computing creates additional opportunities for Advanced Energy. Lastly, the rapid growth and adoption of artificial intelligence and machine learning are accelerating demand for server and storage racks with increased power density and higher efficiency, which complements Advanced Energy's strengths. With a growing presence at both cloud service providers and industry-leading data center server and storage vendors, we believe Advanced Energy is well positioned to continue to capitalize on the ongoing shift towards cloud computing. our strategy in the Data Center and Computing market is to penetrate selected customers and applications based on our differentiated capabilities and competitive strengths in power density, efficiency, and controls.

Customer demand for our products rose during the past two years as COVID-19 accelerated demand for cloud and network applications. However, our 2021 revenue declined year over year due to the limited availability of parts given global supply constraints, which prevented us from producing products to meet the growing customer demand. revenue in this market in the first nine months of 2022 increased compared to the same period in the prior year as demand grew and we were able to secure additional critical components. However, the supply of the critical components remains highly constrained, impacting our ability to fulfill product shipments at the level of customer demand,Although the supply environment continued to be constrained, revenue in the Data Center Computing market rose during 2022 compared to 2021 due to growing demand for cloud and enterprise applications and increased availability of critical components. During the first quarter of 2023, the ongoing supply constraints limited our ability to meet our customer demand, and some data center customers delayed their investment plans and timing of implementing new programs. It is not clear how long these supply chain constraints will persist or how quickly those data center customers will return to their historical level of investments.

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Telecom and Networking Markets

Our customers in the Telecom and Networking market include many leading vendors of wireless infrastructure equipment, telecommunication equipment and computer networking. The wireless telecom market continues to evolve with more advanced mobile standards. 5G wireless technology promises to drive substantial growth opportunities for the telecom industry as it enables new advanced applications such as autonomous vehicles and virtual/augmented reality. Telecom service providers are investing in 5G infrastructure, and this trend is expected to drive demand for our products into the Telecom and Networking market. In datacom, demand is driven by networking investments by telecom service providers and enterprises upgrading their networks, as well as cloud service providers and data centers investing in their networks for increased bandwidth. Our strategy in the Telecom and Networking market is to optimize our portfolio of products to more differentiated applications, and to focus on 5G infrastructure applications.

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During 2021, revenue declined on an annual basis as a result of the limited availability of parts given global supply constraints and our internal decision to optimize our portfolio toward higher margin and value-added applications for Revenues in the Telecom and Networking market Revenue increased in the first nine months of 2022 compared to the same period in the prior year increased in 2022 due to increased customer demand and our ability to secure additional critical components. For the remainder of 2022, we expect demand to remain strong in this market driven by investments in 5G infrastructure in the U.S. and Europe and new design wins but the supply constraint condition continues to negatively impact our ability to fulfill product shipments at The level of customer demand. it is not clear how long these supply shortages will persist.or how quickly our supply may recover. In addition, deteriorating macroeconomic conditions including higher interest rates and potential recession may impact our demand levels in 2023.During the first quarter of 2023, demand remained stable in this market and improved availability of critical components allowed us to increase shipments to meet demand. The supply chain remains dynamic, and it is not clear how long the industry-wide supply chain constraints will persist.

Results of Continuing Operations

The analysis presented below is organized to provide the information we believe will be helpful for understanding of our historical performance and relevant trends going forward and should be read in conjunction with our "Unaudited Consolidated Financial Statements" in Part I, Item 1 of this report, including the notes thereto. Also included in the following analysis are measures that are not in accordance with U.S. GAAP. A reconciliation of the non-GAAP measures to U.S. GAAP is provided below.

The following table sets forth certain data derived from our Consolidated Statements of Operations (in thousands):

| | | | | | | | |
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | |
| | | 2022 | | 2021 | | | 2022 | |2021 | |
| | | 2023 | | 2022 | |
| Sales | | $ | 516,274 | | $ | 346,093 | | | $ | 1,354,682 | | $ | 1,059,024 | |
| Sales | | $ | 425,040 | | $ | 397,459 | |
| Gross profit | | | 191,218 | | | 120,039 | | | | 497,692 | | | 392,575 | |
| Gross profit | | | 155,111 | | | 144,316 | |
| Operating expenses | | | 113,646 | | | 95,830 | | | | 322,698 | | | 283,104 | |
| Operating expenses | | | 115,073 | | | 99,659 | |
| Operating income from continuing operations | | | 77,572 | | | 24,209 | | | | 174,994 | | | 109,471 | |40,038 | | | 44,657 | |
| Other income (expense), net | | | 8,940 | | | 495 | | | | 11,347 | | | (3,674) | |
| Other expense, net | | | (550) | | | (842) | |
| Income from continuing operations, before income taxes | | | 86,512 | | | 24,704 | | | | 186,341 | | | 105,797 | |39,488 | | | 43,815 | |
| Provision for income taxes | | | 11,639 | | | 3,657 | | | | 29,795 | | | 10,817 | |7,736 | | | 6,953 | |
| Income from continuing operations | | $ | 74,873 | | $ | 21,047 | | | $ | 156,546 | | $ | 94,980 | |31,752 | | $ | 36,862 | |

| | | | | | | | |
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | |
| | | 2022 | | 2021 | | | 2022 | |2021 | |
| | | 2023 | | 2022 | |
| Sales | | | 100.0 | % | | 100.0 | % || | 100.0 | % | | 100.0 | % |
| Gross profit | | | 37.0 | | | 34.7 | | | | 36.7 | | | 37.1 | |
| Gross profit | | | 36.5 | | | 36.3 | |
| Operating expenses | | | 22.0 | | | 27.7 | | | | 23.8 | | | 26.7 | |
| Operating expenses | | | 27.1 | | | 25.1 | |
| Operating income from continuing operations | | | 15.0 | | | 7.0 | | | | 12.9 | | | 10.3 | |9.4 | | | 11.2 | |
| Other income (expense), net | | | 1.7 | | | 0.1 | | | | 0.8 | | | (0.3) | |
| Other expense, net | | | (0.1) | | | (0.2) | |
| Income from continuing operations, before income taxes | | | 16.8 | | | 7.1 | | | | 13.8 | | | 10.0 | |9.3 | | | 11.0 | |
| Provision for income taxes | | | 2.3 | | | 1.1 | | | | 2.2 | | | 1.0 | |1.8 | | | 1.7 | |
| Income from continuing operations | | | 14.5 | % | | 6.1 | % | | | 11.6 | % | | 9.0 | % |7.5 | % | | 9.3 | % |

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SALES, NET

The following tables summarize net sales and percentages of net sales, by markets (in thousands):

| | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | | Change 2022 v. 2021 | |
| | | Three Months Ended March 31, | | | Change 2023 v. 2022 | |
| | | 2023 | | 2022 | | | Dollar | | Percent | |
| Semiconductor Equipment | | $ | 266,600 | | $ | 173,441 | | | $ | 93,159 | | 53.7 | % |194,209 | | $ | 202,957 | | | $ | (8,748) | | (4.3) | % |
| Industrial and Medical | | | 119,587 | | | 80,800 | | | | 38,787 | | 48.0 | |123,020 | | | 82,898 | | | | 40,122 | | 48.4 | |
| Data Center Computing | | | 87,542 | | | 62,231 | | | | 25,311 | | 40.7 | |
| Data Center Computing | | | 59,659 | | | 76,238 | | | | (16,579) | | (21.7) | |
| Telecom and Networking | | | 42,545 | | | 29,621 | | | | 12,924 | | 43.6 | |48,152 | | | 35,366 | | | | 12,786 | | 36.2 | |
| Total | | $ | 516,274 | | $ | 346,093 | | | $ | 170,181 | | 49.2 | % |
| Total | | $ | 425,040 | | $ | 397,459 | | | $ | 27,581 | | 6.9 | % |
| | | | | | | | | | | | | | |

| | | Nine Months Ended September 30, | | | Change 2022 v. 2021 | |
| | | 2022 | | 2021 | | | Dollar | | Percent | |
| Semiconductor Equipment | | $ | 698,354 | | $ | 530,828 | | | $ | 167,526 | | 31.6 | % |
| Industrial and Medical | | | 307,436 | | | 242,412 | | | | 65,024 | | 26.8 | |
| Data Center Computing | | | 232,941 | | | 190,843 | | | | 42,098 | | 22.1 | |
| Telecom and Networking | | | 115,951 | | | 94,941 | | | | 21,010 | | 22.1 | |
| Total | | $ | 1,354,682 | | $ | 1,059,024 | | | $ | 295,658 | | 27.9 | % |

| | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | |Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | | |
| | | 2022 | | 2021 | | | 2022 | | 2021 | |
| | | 2023 | | 2022 | | |
| Semiconductor Equipment | | | 51.6 | % | | 50.1 | % | || 51.6 | % | | 50.1 | % |45.7 | % | | 51.1 | % | |
| Industrial and Medical | | | 23.2 | | | 23.3 | | | | 22.7 | | |22.9 | |28.9 | | | 20.9 | | |
| Data Center Computing | | | 17.0 | | | 18.0 | | | | 17.2 | | |18.0 | |
| Data Center Computing | | | 14.0 | | | 19.2 | | |
| Telecom and Networking | | | 8.2 | | | 8.6 | | | | 8.5 | | | 9.0 | |11.3 | | | 8.9 | | |
| Total | | | 100.0 | % | | 100.0 | % | |

OPERATING EXPENSES

The following tables summarize our operating expenses (in thousands) and as a percentage of sales:

| | | | | | | | | | | | | |
| | | Three Months Ended September 30, | |
| | | 2022 | | | 2021 | |
| Research and development | | $ | 49,760 | | 9.6 | % | | $ | 40,578 | | 11.7 | % |
| Selling, general, and administrative | | | 56,716 | | 11.0 | | | | 48,373 | | 14.0 | |
| Amortization of intangible assets | | | 7,049 | | 1.4 | | | | 5,607 | | 1.6 | |
| Restructuring charges | | | 121 | | - | | | | 1,272 | | 0.4 | |
| Total operating expenses | | $ | 113,646 | | 22.0 | % | |$ | 95,830 | | 27.7 | % |
March 31, | |
| | |
| | | Nine Months Ended September 30, | |
2023 | | | 2022 | || 2021 | |
| Research and development | | $ | 141,383 | | 10.4 | % | | $ | 120,865 | | 11.4 | % |51,610 | | 12.1 | % | | $ | 43,614 | | 11.0 | % |
| Selling, general, and administrative | | | 161,056 | | 11.9 | | | | 143,214 | | 13.5 | |55,358 | | 13.0 | | | | 49,318 | | 12.4 | |
| Amortization of intangible assets | | | 19,081 | | 1.4 | | | | 16,504 | | 1.6 | |7,062 | | 1.7 | | | | 5,509 | | 1.4 | |
| Restructuring charges | | | 1,178 | | 0.1 | | | | 2,521 | | 0.2 | |
| Restructuring charges | | | 1,043 | | 0.2 | | | | 1,218 | | 0.3 | |
| Total operating expenses | | $ | 322,698 | | 23.8 | % | | $ | 283,104 | | 26.7 | % |115,073 | | 27.1 | % | | $ | 99,659 | | 25.1 | % |

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SALES AND BACKLOG

Total Sales

Sales increased $170.2 million, or 49.2%, to $516.3 Sales increased $27.6 million, or 6.9%, to $425.0 million for the three months ended September 30, 2022 and $295.7 million, or 27.9%, to $1,354.7 million for the nine months ended September 30, 2022 as compared to the same periods in the prior year.March 31, 2023 as compared to $397.5 million during the same period in the prior year.

The increase in sales was primarily due to increased demand for our products across all our markets and measures We took We took measures to improve material availability and capacity that allowed us to better meet the higher demand During the three and nine months ended September 30, 2022, the acquisition of SL Power contributed $16.7 million and $29.6 million, respectively, to our total sales. For additional information, see Note 2. Acquisitions in Part I, Item 1 "Unaudited Consolidated Financial Statements."overall demand across our markets despite experiencing a decline in revenue in two of our markets partially due to lower demand. Revenues in the first three months of 2023 were also impacted

Revenues in the first nine months of 2022 continued to be impacted relative to demand across our markets
by supply constraints for certain integrated circuits and other components, which limited our ability to fulfill product shipments to meet our total demand. As a result, we saw an increase In backlog, as indicated in the Table below. In addition, the acquisition of SL Power contributed $15.0 million to our total sales during the three months ended March 31, 2023. For additional information, see Note 2. Acquisitions in Part I, Item 1 "Unaudited Consolidated Financial Statements."

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Backlog

The following table summarizes our backlog (in thousands):

| | | | | | | | | | | | | |
| | | September 30, | | December 31, | | September 30, | | Change from | | | Change from | |
| | | March 31, | | December 31, | | Change from | |
| | | | | | | Year End | | | Same Period | |
| | | 2023 | | 2022 | | Dollar | | Percent | |
| | | 2022 | | 2021 | | 2021 | | Dollar | | Percent | | | Dollar | | Percent | |
| Backlog | | $ | 1,093,026 | | $ | 927,810 | | $ | 771,433 | | $ | 165,216 | | 17.8 | % | | $ | 321,593 | | 41.7 | % |
| Backlog | | $ | 755,873 | | $ | 875,346 | | $ | (119,473) | | (13.6) | % |

Backlog represents outstanding orders for products we expect to deliver within the next 12 months. Backlog increased from the end of last year and the same period one year ago due to the global supply constraint environment, resulting in customers placing larger orders than historical levels in anticipation of longer-term demand and our lead time extending. We believe these higher at March 31, 2023 decreased from the end of 2022 due primarily to lower demand in the Semiconductor Equipment market and our improved lead times, which allowed our customers to reduce placing new orders for products with targeted deliveries in the later part of the 12-month backlog period.

We believe the current
backlog levels provide some level of revenue protection if demand levels are reduced due to macroeconomic factors. should demand decrease due to macroeconomic factors. We expect to bring our backlog back to more normalized levels of $400 million to $500 million over the next several quarters as parts availability improves and lead times are reduced.

Backlog at any particular date is not necessarily indicative of actual sales which may be generated for any succeeding period and may be adversely impacted by factors such as decreased demand or cancellations or export controls. In addition, there is uncertainty of the timing of when backlog can convert into revenue due to continuing supply constraints. Our customers supply constraints. Because Our customers generally order on a purchase order basis, they can typically cancel, change, or delay product purchase commitments with little or no notice.

Sales by Market

Sales in the Semiconductor Equipment market increased $93.2 million, or 53.7%, to $266.6 decreased $8.7 million, or 4.3%, to $194.2 million for the three months ended September 30, 2022 and $167.5 million, or 31.6%, to $698.4 million for the nine months ended September 30, 2022 March 31, 2023, as compared to the same period in the prior year. The increase in sales during 2022 is primarily due to growth in the semiconductor Equipment market, improving parts availability, increases in factory output, market share gains in selected areas, and expansion of our product portfolio.decrease in sales was primarily due to a cyclical downturn in the semiconductor industry and the U.S. export controls restricting shipments to Chinese semiconductor customers.

Sales in the Industrial and Medical market increased $40.1 million, or 48.4%, to $123.0 million for the three months ended September 30, 2022 and $65.0 million, or 26.8%, to $307.4 million for the nine months ended September 30, 2022, March 31, 2023, as compared to the same period in the prior year. The increase in sales relative to the same period in the prior year is was primarily due to increased demand for our portfolio of products across our industrial and medical applications and improved material availability. The remainder of the increase in revenue was due to the acquisition of SL Power, which added incremental sales of $14.9 million in this market.products improving material availability. market share gains in selected areas, and the incremental sales from our acquisition of SL Power,

Sales in the Data Center Computing market increased $25.3 million, or 40.7%, to $87.5 decreased $16.6 million, or 21.7%, to $59.7 million for the three months ended September 30, 2022 and increased $42.1 million, or 22.1%, to $232.9 million for the nine months ended September 30, 2022 March 31, 2023, as compared to the same period in the prior year. The decrease in Data Center Computing market

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sales during the nine months ended September 30, 2022 is due in part to the early 2021 digestion of equipment at key accounts and better supply availability, which enabled us to partially fulfill product shipments against higher customer demand.

sales was due to supply constraints of critical components and slowing demand at and some of our data center customers slowing demand.

Sales in the Telecom and Networking market increased $12.8 million, or 36.2%, to $48.2 million for the three months ended September 30, 2022 and $21.0 million, or 22.1%, to $116.0 million for the nine months ended September 30, 2022 March 31, 2023, as compared to the same period in the prior year. The increase in sales was primarily due to increased demand in the Telecom and Networking market and improved material availability, improved material availability, allowing us to meet customer demand.

GROSS PROFIT

For the three months ended September 30, 2022, gross profit increased $71.2 million to $191.2 million, or 37.0% of revenue, as compared to $120.0 million, or 34.7% of revenue, in the same period in the prior year. For the nine months ended September 30, 2022, gross profit increased $105.1 million to $497.7 million, or 36.7% For the three months ended March 31, 2023, gross profit increased $10.8 million to $155.1 million, or 36.5% of revenue, as compared to $144.3 million, or 36.3% of revenue, in the same period in the prior year.

The increase in gross profit as a percentage of revenue for the three months ended September 30, 2022 is largely due to operational leverage on sales growth, The decrease in gross profit as a percent of revenue for the nine months ended September 30, 2022 is largely related to higher material and freight costs productivity inefficiencies, and other supply chain related costs. These factors began to affect Advanced Energy primarily in the second quarter of 2021.March 31, 2023 is largely due to sales growth, lower premiums and related recoveries for securing critical parts, partially offset by higher operating costs based on capacity and other investments made in 2022.

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OPERATING EXPENSE

Research and Development

We perform R&D of products to develop new or emerging applications, technological advances to provide higher performance, lower cost, or other attributes that we may expect to advance our customers' products. We believe that continued development of technological applications, as well as enhancements to existing products and related software to support customer requirements, are critical for us to compete in the markets we serve. Accordingly, we devote significant personnel and financial resources to the development of new products and the enhancement of existing products, and we expect these investments to continue.

R&D expenses increased $8.0 million to $51.6 million for the three months ended September 30, 2022 and increased $20.5 million to $141.4 million for the nine months ended September 30, 2022 March 31, 2023, as compared to the same period in the prior year. The increase in research and development expense is related to the acquisitions of SL Power, and TEGAM, increased headcount and associated costs, outside technical services, engineering materials and higher variable compensation related primarily driven by increased headcount and compensation costs of $4.3 million, including the addition of SL Power, and higher program and material costs as we invest in new programs of $3.7 million to maintain and increase our technological leadership and provide solutions to our customers' evolving needs.

Selling, General, and Administrative

Our selling expenses support domestic and international sales and marketing activities that include personnel, trade shows, advertising, third-party sales representative commissions, and other selling and marketing activities. Our general and administrative expenses support our worldwide corporate, legal, tax, financial, governance, administrative, information systems, corporate development, and human resource functions. and human resource functions.in addition to our general management, including acquisition-related activities.

Selling, general and administrative ("SG&A") expenses increased $6.0 million to $55.4 million for the three months ended September 30, 2022 and increased $17.8 million to $161.1 million for the nine months ended September 30, 2022 March 31, 2023, as compared to the same period in the prior year. The increase in SG&A is principally related to acquisition related activities, sales commissions driven by higher revenue, an increase in headcount, and an increase in variable compensation.primarily related to $5.5 million from increased headcount and associated costs, including sales commissions and other forms of compensation driven by higher revenue, and the addition of SL Power.

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Amortization of Intangibles

Amortization expense increased $1.6 million to $7.1 million during the three months ended September 30, 2022 and increased $2.6 million to $19.1 million for the nine months ended September 30, 2022, March 31, as compared to the same period in the prior year. The increase was primarily driven by incremental amortization of newly acquired intangible assets from the SL Power acquisition. For additional information, see Note 2. Acquisitions and Note 12. Intangible Assets in Part I, Item 1 "Unaudited Consolidated Financial Statements."

Restructuring

In the fourth quarter of 2022, we approved a restructuring plan (the "2022 Plan"), which is expected to further improve our operating efficiencies and drive the realization of synergies from our business combinations by consolidating our operations, optimizing our factory footprint, including moving certain production into our higher volume factories, and reducing redundancies. The majority of these actions impact our factory operations and should partially mitigate the impact of lower volumes on gross margins. We anticipate the 2022 Plan will be substantially completed, and associated expenses will be incurred, by the beginning of 2024.
restructuring charges relate to previously announced management plans


In 2018, we committed to a restructuring plan (the "2018 Plan") to optimize our manufacturing footprint and to improve our operating efficiencies and synergies related to business combinations. We incurred severance costs primarily related to the transition and exit of our facility in Shenzhen, China and actions associated with synergies related to the acquisition of Artesyn Embedded Technologies, Inc.'s embedded power business ("Artesyn"). This plan is substantially complete with the closure of our Shenzhen facility in February 2023. For additional information, see Note 13. Restructuring Costs in Part I, Item 1 "Unaudited Consolidated Financial Statements."

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OTHER EXPENSE, NET

OTHER INCOME (EXPENSE), NET

Other expense, net consists primarily of interest income and expense, foreign exchange gains and losses, gains and losses on sales of fixed assets, and other miscellaneous items.

Other income (expense), net increased $8.4 million to $8.9 Other expense, net decreased $0.2 million to ($0.6) million for the three months ended September 30, 2022 and increased $15.0 million to $11.3 million for the nine months ended September 30, 2022 March 31, 2023, as compared to the same period in the prior year. The decrease in expense between periods is primarily a result of higher unrealized foreign exchange gains due to the strengthening US dollar compared to our other foreign currencies and a one-time gain on the sale of intellectual property from a previous acquisition. This was partially offset by higher interest expense on increasing interest rates.interest income on our cash because of higher interest rates partially offset by higher unrealized foreign exchange losses.

PROVISION FOR INCOME TAXES

The following table summarizes tax expense (in thousands) and the effective tax rate for our income from continuing operations:

| | | | | | | | || | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | |
| | | 2022 | | 2021 | | 2022 | |2021 | |
| | | 2023 | | 2022 | |
| Income from continuing operations, before income taxes | | $ | 86,512 | | $ | 24,704 | | $ | 186,341 | | $ | 105,797 | |39,488 | | $ | 43,815 | |
| Provision for income taxes | | $ | 11,639 | | $ | 3,657 | | $ | 29,795 | | $ | 10,817 | |7,736 | | $ | 6,953 | |
| Effective tax rate | | | 13.5 | % | | 14.8 | % | | 16.0 | % | | 10.2 | % |
| Effective tax rate | | | 19.6 | % | | 15.9 | % |

Our effective tax rates differ from the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2022 and 2021, months ended March 31, 2023 and 2022, respectively, primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S. tax on foreign operations. The effective tax rate for the three months ended March 31, 2023 was higher than the same period in 2022 primarily due to the cumulative year to date impact of increased earnings in 2022 and the resulting mix of earnings by geography, The effective tax rate for the nine months ended September 30, 2022 was higher than the same period in 2021 primarily due to beneficial discrete items occurring in 2021 not recurring in 2022, and by the capitalization and amortization of research and development expenses rather than immediately expensing them starting in 2022 as required by the 2017 Tax Cuts and Jobs Act.impact of decreased earnings in 2023 and an unfavorable mix of earnings by geography, partially mitigated by reduced U.S. tax on foreign operations.

Under the 2017 Tax Cuts and Jobs Act enacted in December 2017, research and development expenses incurred for tax years beginning after December 31, 2021 must be capitalized and amortized ratably over five or fifteen years for tax purposes. Although Congress is considering legislation that would defer the capitalization and amortization requirement, there is no assurance that the provision will be repealed or otherwise modified. If the requirement is not modified, it may materially increase future cash taxes beginning in 2023.

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The Inflation Reduction Act ("IRA") and CHIPS and Science Act ("CHIPS Act") were both enacted in August 2022. The IRA introduced new provisions including a 15% corporate alternative minimum tax for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-tax-year period and a 1% excise tax surcharge on stock repurchases. The CHIPS Act provides a variety of incentives associated with investments in domestic semiconductor manufacturing and related activities. Both Acts are applicable for tax years beginning after December 31, 2022 and had no impact to our consolidated financial statements in the nine months ended September 30, 2022.

Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income. We carefully monitor these factors and adjust our effective income tax rate accordingly.

Non-GAAP Results

Management uses non-GAAP operating income and non-GAAP earnings per share ("EPS") to evaluate business performance without the impacts of certain non-cash charges and other charges which are not part of our usual operations. We use these non-GAAP measures to assess performance against business objectives, make business decisions, including developing budgets and forecasting future periods. In addition, management's incentive plans include these non-GAAP measures as criteria for achievements. These non-GAAP measures are not in accordance with U.S. GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. However, we believe these non-GAAP measures provide additional information that enables readers to evaluate our business from the perspective of management. The presentation of this additional information should not be considered a substitute for results prepared in accordance with U.S. GAAP.

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The non-GAAP results presented below exclude the impact of non-cash related charges, such as stock-based compensation and amortization of intangible assets. and non-economic foreign exchange gains and losses. In addition, they exclude discontinued operations and other non-recurring items such as acquisition-related costs and restructuring expenses, as they are not indicative of future performance. The tax effect of our non-GAAP adjustments represents the anticipated annual tax rate applied to each non-GAAP adjustment after consideration of their respective book and tax treatments.and effect of adoption of the 2017 Tax Cuts and Jobs Act.

| | | | | | | | |
| Reconciliation of non-GAAP measure | | | | | | | |
| Operating expenses and operating income from continuing | | Three Months Ended September 30, | | Nine Months Ended September 30, | |March 31, | |
| operations, excluding certain items (in thousands) | | 2023 | | 2022 | |
| Gross profit from continuing operations, as reported | | $ | 191,218 | | $ | 120,039 | | $ | 497,692 | | $ | 392,575 | |155,111 | | $ | 144,316 | |
| Adjustments to gross profit: | | | | | | | || | | | | |
| Stock-based compensation | | | 454 | | | 218 | | | 1,087 | | | 783 | |383 | | | 231 | |
| Facility expansion, relocation costs and other | | | 1,662 | | | 1,357 | | | 4,133 | | | 5,192 | |957 | | | 1,284 | |
| Acquisition-related costs | | | 66 | | | 3,259 | | | (372) | | | 3,351 | |53 | | | (502) | |
| Non-GAAP gross profit | | | 193,400 | | | 124,873 | | | 502,540 | | | 401,901 | |
| Non-GAAP gross profit | | | 156,504 | | | 145,329 | |
| Non-GAAP gross margin | | | 37.5% | | | 36.1% | | | 37.1% | | | 38.0% | |
| Non-GAAP gross margin | | | 36.8% | | | 36.6% | |
| | | | | | | | || | | | | |
| Operating expenses from continuing operations, as reported | | | 113,646 | | | 95,830 | | | 322,698 | | | 283,104 | |115,073 | | | 99,659 | |
| Adjustments: | | | | | | | || | | | | |
| Amortization of intangible assets | | | (7,049) | | | (5,607) | | | (19,081) | | | (16,504) | |(7,062) | | | (5,509) | |
| Stock-based compensation | | | (5,568) | | | (3,456) | | | (13,921) | | | (12,036) | |(6,418) | | | (3,697) | |
| Acquisition-related costs | | | (1,150) | | | (1,768) | | | (6,977) | | | (6,124) | |(878) | | | (1,668) | |
| Facility expansion, relocation costs and other | | | - | | | (98) | | | - | | | (212) | |
| Restructuring charges | | | (121) | | | (1,272) | | | (1,178) | | | (2,521) | |
| Restructuring | | | (1,043) | | | (1,218) | |
| Non-GAAP operating expenses | | | 99,758 | | | 83,629 | | | 281,541 | | | 245,707 | |99,672 | | | 87,567 | |
| Non-GAAP operating income | | $ | 93,642 | | $ | 41,244 | | $ | 220,999 | | $ | 156,194 | |56,832 | | $ | 57,762 | |
| Non-GAAP operating margin | | | 18.1% | | | 11.9% | | | 16.3% | | | 14.7% | |13.4% | | | 14.5% | |

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| | | | | | | | | | | | | |
| Reconciliation of non-GAAP measure | | | | | | | |
| Income from continuing operations, excluding certain items | | Three Months Ended September 30, | |Nine Months Ended September 30, |March 31, | |
| (in thousands, except per share amounts) | | 2023 | | 2022 | |
| Income from continuing operations, less non-controlling interest, net of income taxes | | $ | 74,864 | | $ | 21,041 | | $ | 156,530 | |$ | 94,910 |31,752 | | $ | 36,876 | |
| Adjustments: | | | | | | | |
| Amortization of intangible assets | | | 7,049 | | | 5,607 | | | 19,081 | | | 16,504 |7,062 | | | 5,509 | |
| Acquisition-related costs | | | 1,216 | | | 5,027 | | |6,605 | | | 9,475 |931 | | | 1,166 | |
| Facility expansion, relocation costs, and other | | | 1,662 | | | 1,455 | | |4,133 | | | 5,404 |957 | | | 1,284 | |
| Restructuring charges | | | 121 | | | 1,272 | | | 1,178 | || 2,521 |
| Restructuring | | | 1,043 | | | 1,218 | |
| Unrealized foreign currency (gain) loss | | | (6,169) | | | (2,092) | | | (13,023) | | | (3,409) |
| Unrealized foreign currency gain | | | 1,053 | | | (1,285) | |
| Acquisition-related costs and other included in other income (expense), net | | | (4,685) | | | (79) | | | (4,600) | | | 907 |
| Tax effect of non-GAAP adjustments | | | 855 | | | (1,036) | | |(966) | | | (4,363) |(1,121) | | | (1,069) | |
| Non-GAAP income, net of income taxes, excluding stock-based compensation | | | 74,913 | | | 31,195 | | | 168,938 | || 121,949 |41,677 | | | 43,699 | |
| Stock-based compensation, net of taxes | | | 4,697 | | | 2,811 | | | 11,668 | | | 9,809 |5,304 | | | 3,025 | |
| Non-GAAP income, net of income taxes | | $ | 79,610 | | $ | 34,006 | | $ | 180,606 | | $ | 131,758 |46,981 | | $ | 46,724 | |
| Non-GAAP diluted earnings per share | | $ | 2.12 | | $ | 0.89 | |$ | 4.79 | | $ | 3.42 |1.24 | | $ | 1.24 | |

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Impact of Inflation

In previous years, inflation did not have a material impact on our operations. However, more recently, we have experienced inflationary pressure from price increases in select components driven by factors such as higher global demand, supply chain disruptions, higher labor expenses, and increased freight costs. In this environment, we are actively working with our customers to adjust pricing that helps offset the inflationary pressure on the cost of our components. We have also been able to recover some premiums on pricing related to securing scarce materials with our customers, thus limiting the financial impact of inflationary pressures.

Liquidity and Capital Resources

Liquidity

We believe that Adequate liquidity and cash generation is important to the execution of our strategic initiatives. Our ability to fund our operations, acquisitions, capital expenditures, and product development efforts may depend on our ability to generate cash from operating activities, which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. Our primary sources of liquidity are our available cash, investments, cash generated from current operations, and available borrowing capacity under the Revolving Facility (defined in Note 18. Credit Facility in Part I, Item 1 "Unaudited Consolidated Financial Statements").

The following table summarizes our cash, cash equivalents, and marketable securities (in thousands):

| | | | |
| | | March 31, 2023 |
| Cash and cash equivalents | | $ | 461,665 |
| Marketable securities | | | 164 |
| Total cash, cash equivalents, and marketable securities | | $ | 461,829 |

We believe the above sources of liquidity will be adequate to meet anticipated working capital needs, anticipated levels of capital expenditures, contractual obligations, debt repayment, share repurchase programs, and dividends for the next 12 months and on a long-term basis. In addition, we may, depending upon the number or size of additional acquisitions, seek additional debt or equity financing from time to time; however, such additional financing may not be available on acceptable terms, if at all.

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Credit Facility

For information on our Credit Facility, see Note 18. Credit Facility and Note 7. Derivative Financial Instruments in Part I, Item 1 "Unaudited Consolidated Financial Statements."

The following table summarizes borrowings under our Credit Facility and the associated interest rate (in thousands, except for interest rates).

| | | | | | | | |
| | | March 31, 2023 |
| | | Balance | | Interest Rate | | Unused Line Fee |
| Term Loan Facility subject to a fixed interest rate due to interest rate swap | | $ | 233,844 | | 1.172% | | - |
| Term Loan Facility subject to a variable interest rate | | | 136,156 | | 5.657% | | - |
| Revolving Facility subject to a variable interest rate | | | - | | 5.657% | | 0.10% |
| Total borrowings under the Credit Agreement | | $ | 370,000 | | | | |

As of March 31, 2023, we had $200.0 million in available funding under the Revolving Facility. The Term Loan Facility requires quarterly repayments of $5.0 million plus accrued interest, with the remaining balance due in September 2026.

In addition to the available capacity on the Revolving Facility, prior to the maturity date of our Credit Agreement, we may also request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million at identical terms to our existing Credit Facility.

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Dividends

In March 2021, the Board of Directors (the "Board") declared the first quarterly cash dividend since our inception as a public company. During the nine months ended September 30, 2022, During the three months ended March 31, 2023, we paid quarterly cash dividends of $0.10 per share, totaling $3.8 million. We currently anticipate that a cash dividend of $0.10 per share will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board of Directors (the "Board") and will depend on our financial condition, results of operations, capital requirements, business conditions, and other factors.

Share Repurchase

To execute the repurchase of shares of our common stock, we periodically enter into stock repurchase agreements. The following table summarizes these repurchases:

| | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, |
| (in thousands, except per share amounts) | | 2023 | | 2022 |
| Amount paid or accrued to repurchase shares | | $ | 2,342 | | $ | 52,555 | | $ | 25,955 | | $ | 59,058 | |- | | $ | 6,594 |
| Number of shares repurchased | | | - | | | 82 |
| Average repurchase price per share | | $ | 69.39 | | $ | 86.93 | | $ | 75.07 | | $ | 87.30 | |- | | $ | 80.02 |

In July 2022, the Board of Directors approved an increase to the share repurchase plan that increased the remaining amount authorized for future repurchases to a maximum of $200.0 million with no time limitation. At September 30, 2022, At March 31, 2023, the remaining amount authorized by the Board of Directors for future share repurchases was $200.0 million
$199.3 million with no time limitation.
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Cash Flows

A summary of our cash from operating, investing, and financing activities is as follows (in thousands):

| | | | | | | | |
| | | Nine Months Ended September 30, | |
| | | Three Months Ended March 31, | |
| | | 2023 | | 2022 | |
| Net cash from operating activities from continuing operations | | $ | 31,880 | | $ | 9,913 | |
| Net cash from operating activities from discontinued operations | | | (2,069) | | | (92) | |
| Net cash from operating activities | | | 29,811 | | | 9,821 | |
| Net cash from investing activities from continuing operations | | | (185,286) | | | (39,121) | || | | (16,210) | | | (13,675) | |
| Net cash from financing activities from continuing operations | | | (53,773) | | | 3,554 | || | | (10,805) | | | (17,813) | |
| Effect of currency translation on cash and cash equivalents | | | 51 | | | (1,469) | |
| Net change in cash and cash equivalents | | | 2,847 | | | (23,136) | |
| Cash and cash equivalents, beginning of period | | | 458,818 | | | 544,372 | |
| Cash and cash equivalents, end of period | | $ | 461,665 | | $ | 521,236 | |

Net Cash From Operating Activities

Net cash from operating activities from continuing operations for the nine months ended September 30, 2022, was $113.0 three months ended March 31, 2023, was $31.9 million, as compared to $9.9 million for the same period in the prior year. The increase of $22.0 million in net cash flows from operating activities as compared to the same period in the prior year is primarily due to an increase in net income. This was partially offset by an unfavorable increase a favorable decrease in net operating assets driven primarily by a decrease in accounts receivable and an increase in accounts payable.an increase in accounts receivable due to our strong revenue growth.

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Net Cash From Investing Activities

Net cash from investing activities for the nine months ended September 30, 2022 was ($185.3) million, driven by the following:three months ended March 31, 2023 was ($16.2) million, primarily driven by the following:

| | ● | ($145.8) million for business combinations; and |
| | ● | ($16.2)
| | ● | ($39.5) million in purchases of property and equipment largely driven by investments in our manufacturing footprint and capacity. |

Net cash from investing for the nine months ended September 30, 2021 was ($39.1) million, driven partially by the following:
Net cash from investing for the three months ended March 31, 2022 was ($13.7) million, primarily driven by the following:

| | ● | ($13.1) million in purchases of property and equipment largely driven by investments in our manufacturing footprint and capacity; and |
| | ● | ($0.6) million for business combinations. |

Net Cash From Financing Activities

Net cash from financing activities for the nine months ended September 30, 2022 was ($53.8) three months ended March 31, 2023 was ($10.8) million and included the following:

| | ● | ($26.0) million related to repurchases of our common stock; |
| | ● | ($5.0)
| | ● | ($15.0) million for repayment of long-term debt; |
| | ● | ($3.8) million for dividend payments; and |
| | ● | ($2.0) million in net payments related to stock-based award activities. |

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Net cash from financing activities for the nine months ended September 30, 2021 was $3.6 three months ended March 31, 2022 was ($17.8) million and included the following:

| | ● | $83.7 million proceeds from long-term debt; |
| | ● | ($6.6)
| | ● | ($56.6) million related to repurchases of our common stock; |
| | ● | ($5.0) million for repayment of long-term debt; |
| | ● | ($3.1) million in net payments; related to stock-based award activities; and |
| | ● | ($3.8) million for dividend payments; and |
| | ● | ($11.6) million for dividend payments |
| | ● | ($2.4) million in net payments related to stock-based award activities. |

Effect of Currency Translation on Cash

During the nine months ended September 30, 2022, currency translation had an unfavorable impact primarily due to a stronger U.S. dollar. During the three months ended March 31, 2023, foreign currency translation had a minimal impact on cash. See "Foreign Currency Exchange Rate Risk" in Part I, Item 3 of this Form 10-Q for more information.

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Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1. Summary of Operations and Significant Accounting Policies and Estimates to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022, describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Our critical accounting estimates, discussed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, include:

| | ● | estimates for the valuation of assets and liabilities acquired in business combinations; |
| | ● | accounting for income taxes; |
| | ● | inputs to actuarial models that measure our pension obligations; and |
| | ● | assessing excess and obsolete inventories. |

Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements and actual results could differ materially from the amounts reported based on variability in factors affecting these estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk and Risk Management

In the normal course of business, we have exposure to interest rate risk from our investments and Credit Facility. We also have exposure to foreign exchange rate risk related to our foreign operations and foreign currency transactions.

See the "Risk Factors" set forth in Part I, Item 1A of our Annual Report on Form 10-K and Part II, Item 1A of this Form 10-Q for more information about the market risks to which we are exposed. There have been no material changes in our exposure to market risk from December 31, 2021.

39

2022.

Foreign Currency Exchange Rate Risk

We are impacted by changes in foreign currency exchange rates through sales and purchasing transactions when we sell products and purchase materials in currencies different from the currency in which product and manufacturing costs were incurred.

Our reported financial results of operations, including the reported value of our assets and liabilities, are also impacted by changes in foreign currency exchange rates. Assets and liabilities of substantially all our subsidiaries outside the U.S. are translated at period end rates of exchange for each reporting period. Operating results and cash flow statements are translated at average rates of exchange during each reporting period. Although these translation changes have no immediate cash impact, the translation changes may impact future borrowing capacity, and overall value of our net assets.

The functional currencies of our worldwide facilities primarily include the United States Dollar (USD), Euro, South Korean Won, New Taiwan Dollar, Japanese Yen, Pound Sterling, and Chinese Yuan. Our purchasing and sales activities are primarily denominated in the USD, Japanese Yen, Euro, and Chinese Yuan.

Currency exchange rates vary daily and often one currency strengthens against the USD while another currency weakens. Because of the complex interrelationship of the worldwide supply chains and distribution channels, it is difficult to quantify the impact of a change in one or more particular exchange rates.

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As currencies fluctuate against each other we are exposed to foreign currency exchange rate risk on sales, purchasing transactions, and labor. Exchange rate fluctuations could require us to increase prices to foreign customers, which could result in lower net sales. Alternatively, if we do not adjust the prices for our products in response to unfavorable currency fluctuations, our results of operations could be adversely impacted. Changes in the relative buying power of our customers may impact sales volumes.

Acquisitions are a large component of our capital deployment strategy. A significant number of acquisition target opportunities are located outside the U.S., and their value may be denominated in foreign currency. Changes in exchange rates therefore may have a material impact on their valuation in USD and may impact our view of their attractiveness.

From time to time, we may enter into foreign currency exchange rate contracts to hedge against changes in foreign currency exchange rates on assets and liabilities expected to be settled at a future date, including foreign currency, which may be required for a potential foreign acquisition. Market risk arises from the potential adverse effects on the value of derivative instruments that result from a change in foreign currency exchange rates. We may enter into foreign currency forward contracts to manage the exchange rate risk associated with intercompany debt denominated in nonfunctional currencies. We minimize our market risk applicable to foreign currency exchange rate contracts by establishing and monitoring parameters that limit the types and degree of our derivative contract instruments. We enter into derivative contract instruments for risk management purposes only. We do not enter into or issue derivatives for trading or speculative purposes.

Interest Rate Risk

Our market risk exposure relates primarily to changes in interest rates on our Credit Facility. The following table summarizes borrowings (in thousands) under our Credit Facility and the associated interest rate.

| | | | | | | | |
| | | March 31, 2023 |
| | | Balance | | Interest Rate | | Unused Line Fee |
| Term Loan Facility subject to a fixed interest rate due to interest rate swap | | $ | 233,844 | | 1.172% | | - |
| Term Loan Facility subject to a variable interest rate | | | 136,156 | | 5.657% | | - |
| Revolving Facility subject to a variable interest rate | | | - | | 5.657% | | 0.10% |
| Total borrowings under the Credit Agreement | | $ | 370,000 | | | | |

For more information on the Term Loan Facility see Note 18. Credit Facility in Part I, Item 1 "Unaudited Consolidated Financial Statements." For more information on the interest rate swap that fixes the interest rate for a

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portion of our Term Loan Facility, see Note 7. Derivative Financial Instruments in Part I, Item 1 "Unaudited Consolidated Financial Statements." The Term Loan Facility and Revolving Facility bear interest, at our option, at a rate based on a reserve adjusted "Eurodollar Rate or "Base Rate," the Base Rate or Term SOFR, as defined in the Credit Agreement, plus an applicable margin.

Our interest payments are impacted by interest rate fluctuations. With respect to the portion of our Credit Facility that is subject to a variable interest rate, a hypothetical increase of 100 basis points (1%) in interest rates would have a $1.4 million annual impact on our interest expense. A change in interest rates does not have a material impact upon our future earnings and cash flow for fixed rate debt. However, increases in interest rates could impact our ability to refinance existing maturities and acquire additional debt on favorable terms.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Stephen D. Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit and Finance Committee. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We intend to continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in disputes and legal actions arising in the normal course of our business. Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our financial condition, results of operations, or liquidity.

ITEM 1A. RISK FACTORS

Information concerning our risk factors is contained in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022. The risks described in our Annual Report on Form 10-K are not the only risks that we face; additional risks and uncertainties not currently known to us or that we currently deem to be

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immaterial also may materially adversely affect our business, financial condition, or operating results. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

To execute the repurchase of shares of our common stock, we periodically enter into stock repurchase agreements. The following table summarizes these repurchases
We did not have any repurchases in the three months ended March 31, 2023.
| | | | | | | | | | | | | |
| Month | | Total | | Average | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum |
| | | Number of | | Price Paid | | | | Dollar |
| | | Shares | | Per Share | | | | Value of |
| | | Purchased | | | | | | Shares that |
| | | | | | | | | May Yet be |
| | | | | | | | | Purchased |
| | | | | | | | | Under the |
| | | | | | | | | Plans or |
| | | | | | | | | Programs |
| |
| | | (in thousands, except price per share data) |
| January | | | 82 | | $ | 80.02 | | | 82 | | $ | 121,783 |
| February | | | - | | $ | - | | | - | | $ | 121,783 |
| March | | | - | | $ | - | | | - | | $ | 121,783 |
| First quarter | | | 82 | | $ | 80.02 | | | 82 | | | |
| | | | | | | | | | | | | |
| April | | | - | | $ | - | | | - | | $ | 121,783 |
| May | | | 103 | | $ | 76.23 | | | 103 | | $ | 113,969 |
| June | | | 127 | | $ | 72.42 | | | 127 | | $ | 104,765 |
| Second quarter | | | 230 | | $ | 74.12 | | | 230 | | | |
| | | | | | | | | | | | | |
| July | | | 34 | | $ | 69.39 | | | 34 | | $ | 200,000 |
| August | | | - | | $ | - | | | - | | $ | 200,000 |
| September | | | - | | $ | - | | | - | | $ | 200,000 |
| Third quarter | | | 34 | | $ | 69.39 | | | 34 | | | |
| | | | | | | | | | | | | |
| Total | | | 346 | | $ | 75.07 | | | 346 | | $ | 200,000 |

The following table summarizes actions by our Board of Directors in relation to the stock repurchase program:

| | | |
| Date | | Action |
| September 2015 | | Authorized a program to repurchase up to $150.0 million of our common stock |
| | | |
| May 2018 | | Approved a $50.0 million increase in the repurchase program |
| | | |
| December 2019 | | Authorized the removal of the expiration date and increased the balance available for the repurchase program by $25.1 million |
| | | |
| July 2021 | | Approved an increase to the repurchase program, which authorized Advanced Energy Industries, Inc. to repurchase up to $200.0 million with no time limitation |
| | | |
| July 2022 | | Approved an increase to the repurchase program from its remaining authorization of $102.4 million, to repurchase up to $200.0 million with no time limitation |

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

38

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ITEM 6. EXHIBITS

The exhibits listed in the following index are filed as part of this Quarterly Report on Form 10-Q.

| Exhibit | | | | Incorporated by Reference |
| Number | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | | |
| | | | | | | | | | | |
| 10.1 | | Amended Credit Agreement | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 31.1 | | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 31.2 | | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 32.1 | | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 32.2 | | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | Filed herewith |
| | | | | | | | | | | |
| 104 | | Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101. | | | | | | | | Filed herewith |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | |
| | | ADVANCED ENERGY INDUSTRIES, INC. |
| | | |
| Dated: | November 1, 2022 | /s/ Paul Oldham |
| Dated: | May 3, 2023 | /s/ Paul Oldham |
| | | Paul Oldham |
| | | Chief Financial Officer and Executive Vice President |

40

Exhibit 10.1

Published CUSIP Number: 00790HAA4
Revolving Loan CUSIP Number: 00790HAB2
Term Loan CUSIP Number: 00790HAC0

CREDIT AGREEMENT

Dated as of September 10, 2019,
as amended by Amendment No. 1 dated as of September 9, 2021 and

amended andRestated Effective as OF July 27, 2022
as amended by Amendment No. 2 dated as of March 31, 2023

among

ADVANCED ENERGY INDUSTRIES, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as the Guarantors,


BANK OF AMERICA, N.A.,

as the Administrative Agent,

Bank of America, N.A., Bank of the West and HSBC Bank USA, N.A.,

as the Joint Lead Arrangers and Joint Book Runners,

CITIBANK, N.A.,

as the Co-Manager,

BOFA SECURITIES, INC.,
as the Amendment No. 1 Sole Lead Arranger and Sole Book Runner

and

THE LENDERS PARTY HERETO


TABLE OF CONTENTS

Page

Article IPURPOSE AND DEFINITIONS‌1
Article I

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.‌6

1.02Other Interpretive Provisions.‌3534

1.03Accounting Terms.‌3635

1.04Rounding.‌3736

1.05Times of Day.‌3736

1.06[Reserved].‌3736

1.07UCC Terms.‌3736

1.08Rates.‌3736

1.09Effectuation of the Transactions.‌3736

Article IIPARTICIPATION‌6

COMMITMENTS AND CREDIT EXTENSIONS

2.01Loans.‌3836

2.02Borrowings, Conversions and Continuations of Loans.‌3837

2.03[Reserved].‌3937

2.04[Reserved].‌3938

2.05Prepayments.‌3938

2.06Termination or Reduction of Commitments.‌40

2.07Repayment of Loans.‌4140

2.08Interest and Default Rate.‌4241

2.09Fees.‌42

2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.‌4342

2.11Evidence of Debt.‌4443

2.12Payments Generally; Administrative Agent's Clawback.‌4443

2.13Sharing of Payments by Lenders.‌4645

2.14[Reserved].‌4746

2.15Defaulting Lenders.‌4746

2.16[Reserved].‌4847

2.17[Reserved].‌4847

2.18[Reserved].‌4847

2.19Increase in Commitments; Borrower Request.‌4847

Article IIIDEFERRAL ELECTIONS‌7
Article III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.‌5049

3.02Illegality.‌5453

3.03Inability to Determine Rates.‌5453

3.04Increased Costs; Reserves on Eurodollar RateTerm SOFR Loans.‌5655


3.05Compensation for Losses.‌5856

3.06Mitigation Obligations; Replacement of Lenders.‌5857

3.07Survival.‌5957

Article IVCOMPANY CONTRIBUTIONS‌10
Article IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Credit Extension.‌5957

4.02Conditions to all Credit Extensions.‌6159

Article VDEFERRAL ACCOUNTS‌10

REPRESENTATIONS AND WARRANTIES

5.2Committee Selection of Investment Funds‌11
5.01Existence, Qualification and Power.‌6260

5.02Authorization; No Contravention.‌6260

5.03Governmental Authorization; Other Consents.‌6261

5.04Binding Effect.‌6261

5.05Financial Statements; No Material Adverse Effect.‌6261

5.06Litigation.‌6362

5.07[Reserved].‌6362

5.08Ownership of Property.‌6362

5.09[Reserved].‌6462

5.10[Reserved].‌6462

5.11Taxes.‌6462

5.12ERISA Compliance.‌6462

5.13Margin Regulations; Investment Company Act.‌6563

5.14[Reserved].‌6564

5.15Compliance with Laws.‌6564

5.16Solvency.‌6564

5.17[Reserved].‌6564

5.18Sanctions Concerns, Anti-Corruption Laws and Anti-Terrorism Laws.‌6564

5.19[Reserved].‌6664

5.20Subsidiaries; Equity Interests; Loan Parties.‌6664

5.21[Reserved].‌6765

5.22Affected Financial Institutions.‌6765

5.23Beneficial Ownership Certification.‌6765

5.24Use of Proceeds.‌6765

Article VIDISTRIBUTIONS‌12
Article VI

AFFIRMATIVE COVENANTS

6.01Financial Statements.‌6766

6.02Certificates; Other Information.‌6866

6.03Notices.‌7069

6.2Distributions of Employee Deferrals Upon Separation from Service‌13
6.04Payment of Obligations.‌7169

6.3Distributions of Employee Deferrals Upon Disability‌13
6.05Preservation of Existence, Etc.‌7170

6.4Distributions of Employee Deferrals Upon Death‌13
6.06Maintenance of Properties.‌7170

6.5Scheduled In-Service Distributions of Employee Deferrals‌14
6.07Maintenance of Insurance.‌7270

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6.08Compliance with Laws.‌7270

6.09Books and Records.‌7271

6.10[Reserved].‌7271

6.11Use of Proceeds.‌7271

6.12Material Contracts.‌7371

6.13Covenant to Guarantee Obligations.‌7371

6.14[Reserved].‌7372

6.15[Reserved].‌7372

6.16[Reserved].‌7372

6.17Compliance with Environmental Laws.‌7372

6.18[Reserved].‌7372

6.19Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws.‌7372

Article VII

NEGATIVE COVENANTS

7.01Liens.‌7472

7.02Indebtedness.‌7573

7.03Investments.‌7574

7.04Fundamental Changes.‌7675

7.05Dispositions.‌7775

7.06Restricted Payments.‌7776

7.07[Reserved].‌7876

7.08[Reserved].‌7876

7.09[Reserved].‌7876

7.10[Reserved].‌7876

7.11Financial Covenant.‌7876

Article VIII

6.6Distribution OF Company Contributions‌14
EVENTS OF DEFAULT

8.01Events of Default.‌7877

8.02Remedies upon Event of Default.‌8079

8.03Application of Funds.‌8179

Article IX

ADMINISTRATIVE AGENT

9.01Appointment and Authority.‌8180

9.02Rights as a Lender.‌8280

9.03Exculpatory Provisions.‌8281

9.04Reliance by Administrative Agent.‌8382

9.05Delegation of Duties.‌8382

9.06Resignation of Administrative Agent.‌8482

ARTICLE VII BENEFICIARY DESIGNATIONS and Other PAYEES‌16
9.07Non-Reliance on Administrative Agent and Other Lenders.‌8583

9.08No Other Duties, Etc.‌8584

9.09Administrative Agent May File Proofs of Claim; Credit Bidding.‌8584

9.10Guaranty Matters.‌8684

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9.11[Reserved].‌8685

9.12Certain ERISA Matters.‌8685

7.3Payments on Behalf of Persons Under Incapacity‌16
9.13Recovery of Erroneous Payments.‌8786

Article X

CONTINUING GUARANTY

10.01Guaranty.‌8786

10.02Rights of Lenders.‌8886

10.03Certain Waivers.‌8887

10.04Obligations Independent.‌8887

10.05Subrogation.‌8887

10.06Termination; Reinstatement.‌8987

10.07Stay of Acceleration.‌8988

10.08Condition of Borrower.‌8988

10.09Appointment of Borrower.‌8988

10.10Right of Contribution.‌9088

10.11Keepwell.‌9088

Article XI

MISCELLANEOUS

11.01Amendments, Etc.‌9089

11.02Notices; Effectiveness; Electronic Communications.‌9290

11.03No Waiver; Cumulative Remedies; Enforcement.‌9492

11.04Expenses; Indemnity; Damage Waiver.‌9493

11.05Payments Set Aside.‌9695

11.06Successors and Assigns.‌9695

11.07Treatment of Certain Information; Confidentiality.‌10099

11.08Right of Setoff.‌101100

11.09Interest Rate Limitation.‌101100

11.10Counterparts; Integration; Effectiveness.‌102100

11.11Survival of Representations and Warranties.‌102101

11.12Severability.‌102101

11.13Replacement of Lenders.‌102101

11.14Governing Law; Jurisdiction; Etc.‌103102

11.15Waiver of Jury Trial.‌104103

11.16Subordination.‌105103

10.8Errors in Account Statements, Deferrals or Distributions‌22
11.17No Advisory or Fiduciary Responsibility.‌105104

11.18Electronic Execution; Electronic Records.‌106104

11.19USA PATRIOT Act Notice.‌107105

11.20Acknowledgement and Consent to Bail-In of Affected Financial Institutions.‌107106

11.21Time of the Essence.‌107106

11.22Acknowledgement Regarding Any Supported QFCs.‌108106

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BORROWER PREPARED SCHEDULES

Schedule 1.01(c)Responsible Officers

Schedule 5.12Existing Pension Plans

| | Schedule 5.20(a) | Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments |

Schedule 5.20(b)Loan Parties

Schedule 7.01Existing Liens

Schedule 7.02Existing Indebtedness

Schedule 7.03Existing Investments

ADMINISTRATIVE AGENT PREPARED SCHEDULES

Schedule 1.01(a) Certain Addresses for Notices

Schedule 1.01(b) Initial Commitments and Applicable Percentages

EXHIBITS

Exhibit AForm of Administrative Questionnaire

Exhibit BForm of Assignment and Assumption

Exhibit CForm of Compliance Certificate

Exhibit DForm of Joinder Agreement

Exhibit EForm of Loan Notice

Exhibit FForm of Permitted Acquisition Certificate

Exhibit GForm of Revolving Note

Exhibit H[Reserved]

Exhibit I[Reserved]

Exhibit J[Reserved]

Exhibit KForm of Term Note

Exhibit LForm of Officer's Certificate

| | Exhibits M-1 - M-4 | Forms of U.S. Tax Compliance Certificates |

Exhibit NForm of Funding Indemnity Letter

Exhibit O[Reserved]

Exhibit P[Reserved]

Exhibit QForm of Authorization to Share Insurance Information

Exhibit RForm of Notice of Loan Prepayment

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of September 10, 2019 (as amended by Amendment No. 1, dated as of September 9, 2021 and Amendment No. 2, dated as of March 31, 2023), among ADVANCED ENERGY INDUSTRIES, INC., a Delaware corporation (the "Company"), established the AE Deferred Compensation Plan (the "Plan"), originally effective December 1, 2021 (the "Effective Date"), and hereby amends and restates the Plan in its entirety effective as of July 27, 2022."Borrower"), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent.

PRELIMINARY STATEMENTS:

WHEREAS, pursuant to the Stock Purchase Agreement, dated May 14, 2019 (including all exhibits, schedules, annexes and other attachments thereto, the "Artesyn Acquisition Agreement") by and among Artesyn Embedded Technology, Inc., a Florida corporation ("Artesyn"), Pontus Intermediate Holdings II, LLC ("Pontus"), Pontus Holdings, LLC, a Delaware limited liability company ("Pontus Holdings"), and the Borrower in its capacity as purchaser (in such capacity, the "Purchaser"), the Purchaser

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shall purchase from Pontus Holdings, and Pontus Holdings shall sell to the Purchaser, all of the issued and outstanding capital stock of Artesyn (the "Artesyn Acquisition").

1.1Purpose . the Company adopts the Plan for the purpose of providing a select group of management or highly compensated employees of the Company the opportunity to defer the receipt of Compensation otherwise payable to such employees in accordance with the terms of the Plan. the Plan is intended to and shall be interpreted to comply in all respects with Code Section 409A and those provisions of ERISA applicable to an unfunded plan maintained primarily to provide deferred compensation for a select group of management or highly compensated employees.
WHEREAS, the Lenders made loans and other financial accommodations to the Loan Parties (as defined herein) on the Closing Date (as defined herein) in an aggregate amount of up to $500,000,000.

WHEREAS, the Loan Parties have requested that, on the Amendment No. 1 Effective Date (as defined herein), (i) Incremental Revolving Commitments (as defined herein) be established in an aggregate amount of up to $50,000,000, (ii) Incremental Term Commitments (as defined herein) be established in an aggregate amount of up to $85,000,000 and (iii) this Agreement be amended as set forth herein, in each case pursuant to Amendment No. 1 (as defined herein).

WHEREAS, the Lenders have indicated their willingness to amend this Agreement on the Amendment No. 1 Effective Date and the agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.

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

Article I

1.2Definitions. The following capitalized TERMSwhen used in this Plan, DEFINITIONS AND ACCOUNTING TERMS
1.01Defined Terms.


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

| Annual Bonus: | a Participant's Annual Bonus or other incentive compensation provided for, under A performance-based bonus or incentive arrangement, excluding Commission. as of the Effective Date" the Short-Term Incentive (STI) Plan has been approved for inclusion in this Plan as an Annual Bonus. An Annual Bonus may be determined by the Committee to constitute "performance-based compensation" under Treas. Reg. §1.409A-1(e)) earned with respect to one calendar year, provided that the performance period for such bonus amount is at least twelve (12) months long. |
"Acquisition" means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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

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

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

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement, including all schedules, exhibits and annexes hereto.

"Amendment No. 1" means Amendment No. 1, dated as of September 9, 2021, among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

"Amendment No. 1 Arranger" means BofA Securities, Inc., in its capacity as sole lead arranger and sole book runner in respect of Amendment No. 1.

"Amendment No. 1 Effective Date" means September 9, 2021, the date on which all conditions precedent set forth in Section 3.1 of Amendment No. 1 have been satisfied.

"Amendment No. 1 Engagement Letter" has the meaning specified in Amendment No. 1.

"Amendment No. 2" means Amendment No. 2, dated as of March 31, 2023, among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

"Anti-Corruption Laws" has the meaning specified in Section 5.18(b).

"Anti-Terrorism Laws" has the meaning specified in Section 5.18(c).

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

"Applicable Percentage" means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender's Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender's Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender's Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans has been terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments and to any Lender's status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
| Base Salary: | A Participant's annual base salary, excluding incentive and discretionary bonuses, commissions, reimbursements and other non-regular remuneration, received from the Company, prior to reduction for any salary deferrals under benefit plans sponsored by the Company, including but not limited to plans established under Code Section 125 or Code Section 401(k). |
| Beneficiary: | the person, persons or entity designated as such pursuant to Section 8.1. |

| Board: | the Board of Directors of the Company. |
"Applicable Rate" means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Leverage Ratio), it being understood that the Applicable Rate for (a) Revolving Loans that are Base Rate Loans shall be the percentage set forth under the column "Revolving Loans" and "Base Rate", (b) Revolving Loans that are Eurodollar Rate Term SOFR Loans shall be the percentage set forth under the column "Revolving Loans" and "Eurodollar RateTerm SOFR", (c) that portion of the Term Loan comprised of Base Rate Loans shall be the percentage set forth under the column "Term Loan" and "Base Rate", (d) that portion of the Term Loan comprised of Eurodollar RateTerm SOFR Loans shall be the percentage set forth under the column "Term Loan" and "Eurodollar RateTerm SOFR", and (e) the Unused Line Fee shall be the percentage set forth under the column "Unused Line Fee":

| Applicable Rate |

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| Level | Consolidated Leverage Ratio | Eurodollar Rate | Base Rate | Unused Line Fee |
| | | | | |
| | | Term SOFR | | |
| | | Revolving Loans | Term Loan | Revolving Loans | Term Loan | |
| 1 | > 2.50:1.00 | 1.75% | 1.75% | 0.75% | 0.75% | 0.25% |
| Code: | The Internal Revenue Code of 1986, as amended, as interpreted by Treasury regulations and applicable authorities promulgated thereunder. |
| 2 | ≤ 2.50:1.00 and | 1.50% | 1.50% | 0.50% | 0.50% | 0.20% |
| | | | | | | |
| Commission: | "Sales commission compensation" as defined in Treas. Reg. §1.409A-2(a)(12). |
| | > 2.00:1.00 | | | | | |
| Committee: | The person or persons appointed by the Board to administer the Plan in accordance with Article IX, provided, that if the Board does not appoint a Committee, the Board shall act as the Committee. |
| 3 | ≤ 2.00:1.00 and | 1.25% | 1.25% | 0.25% | 0.25% | 0.15% |
| | | | | | | |
| | > 1.50:1.00 | | | | | |
| 4 | ≤ 1.50:1.00 | 0.75% | 0.75% | 0.00% | 0.00% | 0.10% |
| | | | | | | | |

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then, upon the request of the Required Lenders, Pricing Level 1 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply.

Company 401(k)

| Plan: | Advanced Energy Industries, Inc. 401(k) Profit Sharing Plan, as may be amended from time, to time.|
Notwithstanding anything to the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (ii) the initial Applicable Rate shall be set at Pricing Level 4 until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter ending September 30, 2019 to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.

"Applicable Revolving Percentage" means with respect to any Revolving Lender at any time, such Revolving Lender's Applicable Percentage in respect of the Revolving Facility at such time.

"Appropriate Lender" means, at any time, with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time.

| Compensation: | All amounts Eligible for deferral for a particular Plan year under Section 3.1. |
"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Arrangers" means Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of the West and HSBC Bank USA, N.A., each in its capacity as joint lead arranger and joint book runner.

"Artesyn" has the meaning specified in the Preliminary Statements hereto.

"Artesyn Acquisition" has the meaning specified in the Preliminary Statements hereto.

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"Artesyn Acquisition Agreement" has the meaning specified in the Preliminary Statements hereto.

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

"Audited Financial Statements" means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2018, December 31, 2017 and December 31, 2016, and the related Consolidated income statements, Shareholders' Equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

"Authorization to Share Insurance Information" means the authorization substantially in the form of Exhibit Q (or such other form as required by each of the Loan Party's insurance companies).

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

| Deferral Account: | the bookkeeping account or accounts established under this Plan pursuant to ARTICLE IV and maintained by the Company in the names of the respective Participants, to which all amounts deferred under the Plan and earnings on such amounts shall be credited, and from which all amounts distributed under the Plan shall be debited. |
"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

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

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

"Bank of America" means Bank of America, N.A. and its successors.

"Base Rate" means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate" and (c) the Eurodollar RateTerm SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided, that if the Base Rate shall be less than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement. The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof,

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then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

"Base Rate Loan" means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

| Disabled: | Consistent with the requirements of Code Section 409A, that, the Participant is (a) unable to engage in any substantial gainful activity by reason of Any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and, health plan covering employees of the Company. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be.deemed Disabled if determined to be, disabled in accordance with the applicable disability insurance program of the Company, provided that the definition of "disability" applied under such disability insurance program complies with the requirements of this definition. |
"Benchmark" means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.03(c) then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to "Benchmark" shall include, as applicable, the published component used in the calculation thereof.

"Benchmark Replacement" means:

(1)For purposes of Section 3.03(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:

(a)the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month's duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months' duration, 0.42826% (42.826 basis points) for an Available Tenor of six-months' duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months' duration, or

(b)the sum of: (i) Daily Simple SOFR and (ii) 0.11448% (11.448 basis points);

provided that, if initially LIBOR is replaced with the rate contained in clause (b) above (Daily Simple SOFR plus the applicable spread adjustment) and subsequent to such replacement, the Administrative Agent determines that Term SOFR has become available and is administratively feasible for the Administrative Agent in its sole discretion, and the Administrative Agent notifies the Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (a) above; and

(2)For purposes of Section 3.03(c)(ii), the sum of (a) the alternate benchmark rate plus (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


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"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Benchmark Transition Event" means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the interest rate of loans, or shall or will otherwise cease, provided that, at the time of such statement or publication, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide any representative tenors of such Benchmark after such specific date.

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

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

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

"Borrower" has the meaning specified in the preamble hereto.

"Borrower Materials" has the meaning specified in Section 6.02(p)(i).

"Borrowing" means a Revolving Borrowing or a Term Borrowing, as the context may require.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent's Office is located and, if such day relates to interest at a rate based on the Eurodollar RateTerm SOFR, means any such day that is also a London BankingU.S. Government Securities Business Day.

"Capital Expenditures" means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be.

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"Capitalized Lease" means any lease that has been or is required to be, in accordance with GAAP, recorded, classified and accounted for as a capitalized lease or financing lease.

"Cash Equivalents" means any Investments of the Borrower or any of its Subsidiaries classified as "cash equivalents" in accordance with GAAP, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens).

"CFC" means a Person that is a controlled foreign corporation under Section 957 of the Code in which the Borrower or any Loan Party is a United States shareholder within the meaning of Section 951(b) of the Code.

"Change in Law" means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted, issued or implemented.

"Change of Control" means an event or series of events by which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all equity interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of voting equity interests of the Borrower representing 35% or more of the combined voting power of all voting equity interests of the Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).
| Disability Claim: | a claim related to any distribution or rights to which a Participant or other claimant may be entitled in Connection with the Participant's Disability, as described in Section 9.2(b)(3). |


"Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Commitment.

"Closing Date" means September 10, 2019.

"Closing Date Refinancing" has the meaning specified in Section 4.01(h).

"CME" means CME Group Benchmark Administration Limited.

"Code" means the Internal Revenue Code of 1986.

"Co-Manager" means Citibank, N.A., in its capacity as co-manager.

"Commitment" means a Term Commitment or a Revolving Commitment, as the context may require.

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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.

"Compliance Certificate" means a certificate substantially in the form of Exhibit C.

"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.

"Conforming Changes" means, with respect to the use or administration of SOFR or Term SOFR, or the use, administration, adoption or implementation of any proposed Successor Rate, any conforming changes to the definitions of "Base Rate" and "Interest Period", timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of "Business Day" and "U.S. Government Securities Business Day", timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
| Eligible Executive: | Each individual who, according to the books and records of the Company meets all of the following criteria, as determined by the Committee: (i) is a member of a select group of highly compensated or management employees, (ii) holds a L1 or above leadership position with the Company; (iii) maintains full-time employment status, and (iv) is designated as eligible by the Board or Committee. |


"Consolidated" means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

"Consolidated EBITDA" means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP,

(a)Consolidated Net Income for the most recently completed Measurement Period plus
(b)the following to the extent deducted in calculating such Consolidated Net Income (without duplication):
(i)losses from discontinued operations,
(ii)extraordinary losses,
(iii)the provision for federal, state, local and foreign income taxes payable,
(iv)interest expense,
(v)depreciation and amortization expense,
(vi)non-cash impairment charges (other than write-downs of current assets),
(vii)non-cash expenses resulting from the grant of stock and stock options and other compensation to management personnel of any Loan Party or Borrower or any of its Subsidiaries pursuant to a written incentive plan or agreement

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(viii)other cash and non-cash items that are unusual or otherwise non-recurring, including:

(1)non-recurring charges during such period (including items such as severance, relocation costs, one-time compensation changes and losses or charges associated with derivative agreements),

(2)restructuring charges or reserves,

(3)impairment of goodwill or other intangible assets,

(4)any non-capitalized transaction costs incurred in connection with the closing of this Agreement or in connection with the issuance, resale or secondary offering of securities or any refinancing transaction, in each case whether or not consummated, and

(5)integration costs associated with the Artesyn Acquisition and other acquisitions consummated prior to the Closing Date,

(ix)any fees and expenses related to Permitted Acquisitions and Permitted Dispositions, and
(x)any cash and non-cash related restructuring charges and deal cost associated with the Artesyn Acquisition and future Permitted Acquisitions,

less (c) income from discontinued operations, (d) without duplication (and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period) extraordinary gains and (e) other non-cash income or gains.


2

Employer:(a)Except as otherwise provided in part (b) of this definition the Company and/or any of its Subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Committee to participate in the Plan and have adopted the Plan as a participating Employer.
"Consolidated Funded Indebtedness" means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of: (a) all outstanding liabilities for borrowed money, including current and long-term Indebtedness (including Obligations hereunder) (but excluding trade accounts payable and operating leases in the ordinary course of business); (b) direct or contingent obligations under letters of credit and similar instruments; (c) obligations under capital leases, (d) obligations under synthetic leases and securitization transactions; and (e) guarantees of the foregoing; less: 100% of Consolidated Cash and Cash Equivalents, Marketable Securities, Short-term Investments and Long-term Investments (each as defined in accordance with GAAP). Notwithstanding the foregoing, (i) pension and post-employment benefit obligation amounts shall not be included in any determination hereof and (ii) any changes in GAAP accounting that changes the classification of any items that are currently excluded in this definition shall continue to be excluded regardless of the GAAP accounting rule changes (e.g. characterization of operating leases ASC 842).

"Consolidated Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

"Consolidated Net Income" means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period, calculated in accordance with GAAP.

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"Consolidated Total Assets" means, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption "total assets" (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Subsidiaries at such date.

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

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

"Controlled Account" means each deposit account and securities account that is subject to a Qualifying Control Agreement.

"Credit Extension" means a Borrowing.

"Daily Simple SOFR" with respect to any applicable determination date means the secured overnight financing rate ("SOFR") published on such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York's website (or any successor source).

| | b) | for the purpose of determining whether a Participant has experienced a Separation from Service, the term "Employer" shall mean: |
"Debtor Relief Laws" means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

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

| | (i) | the entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred under this Plan arises; and |
"Default Rate" means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to one percent (1%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by Applicable Law.

| | (ii) | all other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. in order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in andotherwise must be used when applying, the applicable provisions of (a) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (b) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c). |
"Defaulting Lender" means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless such writing or public statement relates to such Lender's obligation to fund a Loan hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding

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obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each other Lender promptly following such determination.

"Designated Jurisdiction" means any country or territory to the extent that such country or territory is the subject of any Sanction, including Crimea, Cuba, Iran, North Korea and Syria.

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

"Disqualified Institution" means bona fide business competitors of the Borrower and its Subsidiaries identified by the Borrower in writing to the Administrative Agent from time to time. A list of the Disqualified Institutions will be made available by the Borrower to all Lenders (including by the posting of such list by the Administrative Agent on the Platform); provided that no updates to the Disqualified Institution list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Institutions.

"Dollar" and "$" mean lawful money of the United States.

"Domestic Subsidiary" means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

"Early Opt-in Effective Date" means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

"Early Opt-in Election" means the occurrence of:

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(1)a determination by the Administrative Agent, or a notification by the Borrower to the Administrative Agent that the Borrower has made a determination, that U.S. dollar-denominated syndicated credit facilities currently being executed, or that include language similar to that contained in Section 3.03(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, and

(2)the joint election by the Administrative Agent and the Borrower to replace LIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders.

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

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

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

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

"Environment" means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.

"Environmental Laws" means any and all federal, state, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to hazardous materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions and discharges to waste or public systems.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Environmental Permit" means any permit, certification, registration, approval, identification number, license or other authorization required under any Environmental Law.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such

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

"Equity Issuance" means, any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, and (d) any issuance by the Borrower of its Equity Interests as consideration for a Permitted Acquisition. The term "Equity Issuance" shall not be deemed to include any Disposition.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, including Department of Labor and Treasury regulations and applicable authorities and the rules and regulations promulgated thereunder.|

| Fund or Funds: | One or more of the investments selected by the Committee pursuant to Section 5.2 of the Plan; |
"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate or the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.
| Fund Subaccounts: | Subaccounts of a Participant's Deferral Account, each of which corresponds to a Fund. |
| Interest Rate: | For each Fund, the rate of return derived from the net gain or loss on the assets of such Fund, as determined by the Committee. |
| Participant: | any Eligible Executive who becomes a Participant in this plan in accordance with ARTICLE II. |
| Participant Election: | the forms or procedures by which a Participant makes elections with respect to (a) voluntary deferrals of his/her Compensation, (b) the Funds, |


"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" means:

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


3


which shall act as the basis for crediting of Interest on Deferral Account balances, and (c) the form and timing of distributions from Deferral Accounts. Participant Elections may take the form of an electronic communication followed by appropriate confirmation according to specifications established by the Committee.


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Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

| Payment date, | the date by which a total distribution of the distributable amount shall be made or the date by which installment payments of the distributable amount shall commence, which shall be the first day of, the month following the month in which the event triggering the distribution occurs; or in the case of a Scheduled In-Service Distribution, the first day of the month following the date indicated by the Participant for the elected Scheduled In-Service Distribution. Notwithstanding the foregoing: |
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;

provided that, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

"Eurodollar Rate Loan" means a Revolving Loan or a Term Loan that bears interest at a rate based on clause (a) of the definition of "Eurodollar Rate".

"Event of Default" has the meaning specified in Section 8.01.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the applicable Commitment (or, in the case of a Loan that is not funded pursuant to a prior Commitment, acquires such interest in such Loan) other than pursuant to an assignment request by the Borrower under Section 11.13 or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections 3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in the Loan or Commitment or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient's failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

"Existing Loan Agreement" means that certain loan agreement, dated as of July 28, 2017, by and between the Borrower and Bank of America.

"Facility" means the Term Facility or the Revolving Facility, as the context may require.

| | (a) | the Payment date shall not be before the earliest date or after the latest date on which benefits may be distributed under Code Section 409A without violation of the provisions thereof, as reasonably determined by the Committee; |
"Facility Termination Date" means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated and (b) all Obligations have been paid in full (other than contingent indemnification obligations).

"FASB ASC" means the Accounting Standards Codification of the Financial Accounting Standards Board.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreements (and any related laws, regulations, or official administrative pronouncements) implementing the foregoing.

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"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as publishedcalculated by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as sobased on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
| | (b) | the Payment Date for a Scheduled In-Service Distribution may not be earlier than the date specified by the Committee pursuant to Section 6.5(a); and |


"Fee Letter" means the Amended and Restated Fee Letter, dated May 14, 2019, between the Borrower, the Administrative Agent, the Arrangers and the Co-Manager.

"Finance Parties" means, collectively, the Administrative Agent, the Lenders, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

"Foreign Lender" means a Lender that is not a U.S. Person.

"Foreign Plan" means any pension plan, benefit plan, fund (including any superannuation fund) or other similar program established, maintained or contributed to by the Borrower or any Subsidiary for the benefit of employees of the Borrower or any Subsidiary employed and residing outside the United States (other than any plans, funds or other similar programs that are maintained exclusively by a Governmental Authority), which plan, fund or other similar program provides, or results in, retirement income or a deferral of income in contemplation of retirement, and which plan is not subject to ERISA.

| | (c) | to the extent required under Code Section 409A, any amount that otherwise would be payable to a Participant who is a "specified employee" of the Company, as determined by the Company in accordance with Code Section 409A, during the six-month period following such Participant's Separation from Service, shall be suspended until the lapse of such six-month period (or, if earlier, the date of death of the Participant). the amount that otherwise would be payable to such Participant during such period of suspension shall be paid in a single payment within 30 days following the end of such six-month period (or if such day is not a business day, on the next succeeding business day) or within 30 days following the death of the Participant during such six-month period, provided that the death of the Participant during such six-month period shall not cause the acceleration of any amount that otherwise, would be payable on any date during such six-month period following The date of the Participant's death. |
"Foreign Plan Event" means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by the Borrower or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Borrower or any Subsidiary, or the imposition on the Borrower or any Subsidiary of, any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"FRB" means the Board of Governors of the Federal Reserve System of the United States.

"FSHCO" means any Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

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

"Funding Indemnity Letter" means a funding indemnity letter, substantially in the form of Exhibit N.

"GAAP" means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

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

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


Payment Delay

| Period: | has the meaning described in Section 6.2(b) |
"Guaranteed Obligations" has the meaning set forth in Section 10.01.

"Guarantors" means, collectively, the Material Domestic Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant to Section 6.13.

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

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"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

"Impacted Loans" has the meaning assigned to such term in Section 3.03(a)(i)(B)(2).

| Performance Year: | to the extent that the Annual Bonus constitutes "performance-based compensation" under Treas. Reg. §1.409A-1(e), the calendar year used to |
"Increase Effective Date" has the meaning assigned to such term in Section 2.19(y)(i).

"Incremental Commitments" means Incremental Revolving Commitments and/or the Incremental Term Commitments.

"Incremental Revolving Commitment" has the meaning assigned to such term in Section 2.19(x).

"Incremental Term Commitment" has the meaning assigned to such term in Section 2.19(y).

"Incremental Term Loan Maturity Date" has the meaning assigned to such term in Section 2.19(b)(iv).

"Incremental Term Loans" means any loans made pursuant to any Incremental Term Commitments.

measure the amount of Annual Bonus or Special Bonus (if applicable) to which a Participant may become entitled under a performance-based bonus or incentive arrangement.
"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments;
(c)net obligations of such Person under any Swap Contract;
| Service: | A Separation from services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). For a Participant who provides services to an Employer as an employee, a Separation from Service shall occur when such Participant has experienced a termination of employment with The Employer. A Participant shall be considered to have experienced a Termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such Date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month Period (or the full Period) of services to the Employer if the Participant has been providing services to the Employer less than 36 months). |
(d)all obligations (including earnout obligations) of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than ninety (90) days after the date on which such trade account was created);
(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f)in respect of any Capitalized Lease or any Synthetic Debt of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP;
(g)[reserved];

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(h)in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease;
(i)in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment;
(j)in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease; and
(k)all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer to the extent such Person is liable thereof as a result of such Person's ownership interest in or other relationship with such entity, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.


Upon the defeasance or satisfaction and discharge of Indebtedness in accordance with the terms of such Indebtedness, such Indebtedness will cease to be "Indebtedness" hereunder (upon the giving or mailing of a notice of redemption and redemption funds being deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement (in an amount sufficient to satisfy all such Indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring such Indebtedness, or other substantially comparable processes).

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

"Indemnitee" has the meaning specified in Section 11.04(b).

"Information" has the meaning specified in Section 11.07(a)(xii)(B).

"Intercompany Debt" has the meaning specified in Section 7.02(d)(ii).

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

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"Interest Period" means, as to each Eurodollar RateTerm SOFR Loan, the period commencing on the date such Eurodollar RateTerm SOFR Loan is disbursed or converted to or continued as a Eurodollar RateTerm SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice, or such other period that is twelve (12) months or less requested by the Borrower and consented to by all of the Appropriate Lenders and the Administrative Agent (in the case of each requested Interest Period, subject to availability); provided that:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

"Investment" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of, such leave does not exceed six (6) months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. in, applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to, perform services for the Employer.


"IRS" means the United States Internal Revenue Service.

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

"Latest Maturity Date" means, at any date of determination, the latest maturity date or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Incremental Term Loan, in each case as extended in accordance with this Agreement from time to time.

"Laws" means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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

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

"LIBOR" has the meaning specified in clause (a) of the definition of "Eurodollar Rate".

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

"Loan" means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan or a Revolving Loan.

"Loan Documents" means, collectively, (a) this Agreement (as amended by Amendment No. 1), (b) the Notes, (c) the Guaranty, (d) the Fee Letter, (e) each Joinder Agreement, (f) Amendment No. 1 and (g) all other certificates, agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing and any amendments, modifications or supplements to any Loan Document or waivers of or to any Loan Document; provided, however, that for purposes of Section 11.01, "Loan Documents" shall mean this Agreement and the Guaranty.

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

"Loan Parties" means, collectively, the Borrower and each Guarantor.

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

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

"Material Acquisition" means an Acquisition by the Borrower or any of its Subsidiaries with a purchase price of at least $150,000,000.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; or (b) a material adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party, (ii) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or (iii) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent or any Lender under any Loan Documents.

Scheduled In-Service

| Distribution: | a scheduled in-service distribution date elected by the Participant for distribution of amounts from a specified Deferral Account, including earnings thereon, which distribution shall be made provided that the Participant has not experienced a Separation from Service, as provided under Section 6.5. |
"Material Contract" means, with respect to any Person, each contract or agreement (a) to which such Person is a party involving aggregate consideration payable to or by such Person of $100,000,000 or

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more or (b) otherwise material to the business, financial condition, operations, performance, properties or prospects of such Person or (c) any other contract, agreement, permit or license, written or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

"Material Domestic Subsidiary" means any Domestic Subsidiary of the Borrower that (a) generates more than 5% of Consolidated EBITDA on a Pro Forma Basis for the four (4) fiscal quarter period most recently ended or (b) has total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total assets of the Borrower and its Subsidiaries, on a consolidated basis as of the end of the most recent four (4) fiscal quarters; provided, however, that if at any time there are Domestic Subsidiaries which are not classified as "Material Domestic Subsidiaries" but which collectively (i) generate more than 10% of Consolidated EBITDA on a Pro Forma Basis or (ii) have total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 10% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis, then the Borrower shall promptly designate one or more of such Domestic Subsidiaries as Material Domestic Subsidiaries and cause any such Domestic Subsidiaries to comply with the provisions of Section 6.13 such that, after such Domestic Subsidiaries become Guarantors hereunder, the Domestic Subsidiaries that are not Guarantors shall (A) generate less than 10% of Consolidated EBITDA and (B) have total assets of less than 10% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis.


5


| Share Award: | the number of bookkeeping units of cash-settled or share-settled incentive awards expressed in the form of common stock of the Company, if any that, the Company awards to an Eligible Executive, including without limitation cash-settled or share-settled restricted stock units and performance stock units, and any dividend equivalent rights thereunder. Notwithstanding the foregoing, no award, unit or, right shall constitute a Share Award for purposes of this Plan unless it has been granted pursuant to the Advanced Energy Industries, Inc. 2017 Omnibus Incentive plan (approved on May 4, 2017 and as amended from time to time), or any successor Plan thereto that has been duly approved by the Company's stockholders. |


"Maturity Date" means (a) with respect to the Revolving Facility, September 9, 2026, and (b) with respect to the Term Facility, September 9, 2026; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

"Measurement Period" means, at any date of determination, the most recently completed four (4) fiscal quarters of the Borrower (or, for purposes of determining Pro Forma Compliance, the most recently completed four (4) fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01) or, if fewer than four (4) consecutive fiscal quarters of the Borrower have been completed since the Closing Date, the fiscal quarters of the Borrower that have been completed since the Closing Date (or, for purposes of determining Pro Forma Compliance, if financial statements have been delivered pursuant to Section 6.01 for fewer than four (4) consecutive fiscal quarters of the Borrower since the Closing Date, the fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01 since the Closing Date).

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

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

"Non-Consenting Lender" means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

| Special Bonus: | a Participant's bonus or other incentive compensation provided for as a one-time cash bonus or award, including, without limitation, a retention bonus or management-by-objectives bonus, specifically approved for inclusion in this Plan by the Committee, but not including an Annual Bonus, Commission, signing bonus, recognition spot bonus, or Share Award. |
"Non-Defaulting Lender" means, at any time, each Lender that is not a Defaulting Lender at such time.

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"Note" means a Term Note or a Revolving Note, as the context may require.

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

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

| Emergency: | a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, but shall in all events correspond to the meaning of the term "unforeseeable emergency" under Treas. Reg. §1.409A-3(i)(3). No Unforeseeable Emergency shall be deemed to exist to the extent that the financial hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by borrowing from commercial sources on reasonable commercial terms to the extent that this borrowing would not itself cause a severe financial hardship, (c) by cessation of deferrals under the Plan, or (d) by liquidation of the Participant's other assets to the extent that this liquidation would not itself cause severe financial hardship. the Committee shall determine whether the circumstances of the Participant constitute an Unforeseeable Emergency. |
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"Officer's Certificate" means a certificate substantially in the form of Exhibit L or any other form approved by the Administrative Agent.

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

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

"Other Rate Early Opt-in" means the Administrative Agent and the Borrower have elected to replace LIBOR with a Benchmark Replacement other than a SOFR-based rate pursuant to (1) an Early Opt-in Election and (2) Section 3.03(c)(ii) and paragraph (2) of the definition of "Benchmark Replacement."

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

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

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

"Participant Register" has the meaning specified in Section 11.06(d)(ii)(B).

"PATRIOT Act" has the meaning specified in Section 11.19.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Funding Rules" means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412 and 430 of the Code and Sections 302 and 303 of ERISA.

"Pension Plan" means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower or any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the Pension Funding Rules.

"Permitted Acquisition" means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the "Target"), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as:

(a)no Default shall then exist or would exist after giving effect thereto;
(b)the Administrative Agent, on behalf of the Finance Parties, shall have received (or shall receive in connection with the closing of such Acquisition) one or more Joinder Agreements to the extent required pursuant to the terms of Section 6.13; and
(c)the Administrative Agent and the Lenders shall have received not less than five (5) Business Days prior to the consummation of any Permitted Acquisition with a purchase price in excess of $200,000,000 a Permitted Acquisition Certificate, executed by a Responsible Officer of the Borrower, certifying that such Permitted Acquisition complies with the requirements of this Agreement.

"Permitted Acquisition Certificate" means a certificate substantially in the form of Exhibit F or any other form approved by the Administrative Agent.

"Permitted Disposition" means Disposition by a Loan Party permitted pursuant to the terms of this Agreement, in each case so long as no Default shall then exist or would exist after giving effect thereto.

"Permitted Liens" has the meaning set forth in Section 7.01.

"Permitted Transfers" means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted

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to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value.

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

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

"Platform" has the meaning specified in Section 6.02(p)(i).

"Pontus" has the meaning specified in the Preliminary Statements hereto.

"Pontus Holdings" has the meaning specified in the Preliminary Statements hereto.

2.1Enrollment Requirements. As a condition to participation, each Eligible Executive shall complete, execute and return to the Committee the appropriate Participant Elections, as well as such other documentation and information as the Committee reasonably requests, by the deadline(s) established by the Committee. in addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary. If an Eligible Executive fails to meet all requirements established by the Committee within the Period,

"Pro Forma Basis" and "Pro Forma Effect" means, for any Disposition of all or substantially all of a division or a line of business or for any Acquisition, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in Section 7.11, each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement Period, and the following pro forma adjustments shall be made:

(a)in the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line of business or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period;
(b)in the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property, line of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period;
(c)interest accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and
(d)any Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate, at the rate in effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period.
6


required, that Eligible Executive shall not be eligible to participate in the Plan during such Plan Year.

2.2Commencement of Participation. Each Eligible Executive shall commence participation in the Plan on the date that the Committee determines that the Eligible Executive has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time Period.


"Pro Forma Compliance" means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

"Pro Forma Financial Statements" has the meaning specified in Section 5.05(d).

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3.1Elections to Defer Compensation. An Eligible Executive shall be entitled to defer Compensation, including Base Salary, Commission, Annual Bonus, Special Bonus, and/or Share Awards (if so permitted by the Committee), in accordance with and subject to the conditions of this Article III, by filing with the Committee Participant Election(s) in such form and manner and at such time permitted under this Article III as the Committee shall prescribe. the Participant Election(s) and accompanying explanatory materials prescribed by the committee for describing the time within which such elections may be made shall be treated as part of the Plan.
"PTE" means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

"Public Lender" has the meaning specified in Section 6.02(p)(ii).

"Purchaser" has the meaning specified in the Preliminary Statements hereto.

"Qualified ECP Guarantor" means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an "eligible contract participant" under the Commodity Exchange Act and can cause another Person to qualify as an "eligible contract participant" at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Qualifying Control Agreement" means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent with "control" (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.

"Quality of Earnings Reports" has the meaning specified in Section 5.05(e).

"Recipient" means the Administrative Agent or any Lender.

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

"Regulation U" means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person's Affiliates.

"Release" means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into or migration through the Environment, or into, from or through any building, structure or facility.

"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

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

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

"Required Class Lenders" means, at any time with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders of such Class. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.

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"Required Lenders" means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders; provided, however, that at any time when there is more than one Lender hereunder and one Lender holds more than 50% of the Total Credit Exposure, the term "Required Lenders" will include at least two Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

"Required Revolving Lenders" means, at any time, Revolving Lenders having Total Revolving Exposures representing more than 50% of the Total Revolving Exposures of all Revolving Lenders. The Total Revolving Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time.

3.2Deferral Amount" Elections to defer Compensation shall take the form of a whole percentage (less applicable payroll withholding requirements for Social Security and income taxes and, employee benefit plans, as determined in the sole and absolute discretion of the Committee) of up to a maximum of 80% of Base Salary, 100% of any Commission, 100% of any Annual Bonus, and 100% of any Special Bonus (if applicable, Share Awards may be deferred as determined by the Committee in its sole discretion.
"Required Term Lenders" means, at any time, Term Lenders having Total Term Credit Exposures representing more than 50% of the Total Term Credit Exposures of all Term Lenders. The Total Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Term Lenders at any time.

"Rescindable Amount" has the meaning as defined in Section 2.12(b)(ii).

"Resignation Effective Date" has the meaning set forth in Section 9.06(a).

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

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

"Restricted Payment" means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding.

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

"Revolving Commitment" means, as to each Revolving Lender, its obligation to make Revolving Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time

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outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.01(b) under the caption "Revolving Commitment" or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Amendment No. 1 Effective Date shall be $200,000,000.

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

3.3Time and Duration of Election. the time.for making any deferral election shall be as follows:
"Revolving Facility" means, at any time, the aggregate amount of the Revolving Lenders' Revolving Commitments at such time.

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

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

(a)Election to Defer Base Salary, Commission and Special Bonus. a Participant who is an Eligible Executive as of the first day of any Plan Year beginning on or after the Effective Date may elect to defer his or her Base Salary and/or special Bonus (if applicable) for such Plan Year, by Election no later than December 1 of the immediately preceding Plan Year (or such later date as the Committee may authorize in its discretion, but not later than December 31 of such immediately preceding Plan Year), based on procedures established by the Committee. a Participant who is an Eligible Executive as of The first day of any Plan Year beginning on or after the Effective Date may elect to defer his or her Commission attributable to services provided in such Plan Year (as determined under Treas. Reg. §1.409A-2(a)(12)(i)) by election no later than December 1 of the immediately preceding Plan Year (or such later date as the Committee may authorize in its discretion, but not later than December 31 of such immediately preceding Plan Year), based on procedures established by the Committee.
"Revolving Note" means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit G.

"Sale and Leaseback Transaction" means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

"Sanction(s)" means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty's Treasury ("HMT") or other relevant sanctions authority.

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

"Securitization Transaction" means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

"Shareholders' Equity" means, as of any date of determination, consolidated shareholders' equity of the Borrower and its Subsidiaries as of such date, determined in accordance with GAAP.

"SOFR" has the meaning specified in the definition of "Daily Simple SOFR."means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

"SOFR Early Opt-in" means the Administrative Agent and the Borrower have elected to replace LIBOR pursuant to (1) an Early Opt-in Election and (2) Section 3.03(c)(i) and paragraph (1) of the definition of "Benchmark Replacement."

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"SOFR Adjustment" means, (i) with respect to Daily Simple SOFR, 0.10%; and (ii) with respect to Term SOFR, 0.10%.

"Solvent" and "Solvency" mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Specified Acquisition Agreement Representations" means such representations and warranties made by or with respect to Artesyn in the Artesyn Acquisition Agreement that are material to the interests of the Lenders.

"Specified Loan Party" means any Loan Party that is not then an "eligible contract participant" under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

"Specified Representations" means, with respect to the Borrower and the Guarantors, Sections 5.01(a) and (b)(ii), 5.02, 5.04, 5.13(a), 5.13(b) (with respect to the Borrower only), 5.18(c) and 5.18(d), 5.22 and absence of an Event of Default under Sections 8.01(a) or (f).

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

"Successor Rate" has the meaning specified in Section 3.03(b).

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

(b)Election to Defer Annual Bonus. a Participant who is an Eligible Executive as of the first day of any Plan Year beginning on or after the Effective Date may elect to defer his or her Annual Bonus for such Plan Year, by election no later than December 1 of the immediately preceding Plan Year (or such later date as the Committee may authorize in its discretion, but not later than December 31 of such immediately preceding Plan Year), based on procedures established by the Committee. Notwithstanding the foregoing, to the extent that the Annual Bonus
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"Swap Obligations" means with respect to any Loan Party 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.

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

"Synthetic Debt" means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of "Indebtedness" or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

"Target" has the meaning set forth in the definition of "Permitted Acquisition."

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

"Term Borrowing" means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar RateTerm SOFR Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

constitutes "performance-based compensation" under Treas. Reg. §1.409A-1(e), the Committee may (but shall not be obligated to establish a different deferral election deadline, which in No. event shall be later than the earlier of (1) such time that the amount of the Annual Bonus is "readily ascertainable" pursuant to Treas. Reg. §1.409A-2(a)(8), or (2) June 30 of the Performance Year for such Annual Bonus; provided that the Participant has been performing services continuously from the later of the beginning of such Performance Year or the date the performance criteria for such Annual Bonus are established through the date, the deferral election is made.
"Term Commitment" means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender's name on Schedule 1.01(b) under the caption "Term Commitment" or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term Commitment of all of the Term Lenders on the Amendment No. 1 Effective Date shall be $400,000,000, and the aggregate amount of Term Loans outstanding as of the Amendment No. 1 Effective Date shall be $400,000,000.

"Term Facility" means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.

"Term Lender" means, at any time, (a) on or prior to the Closing Date, any Lender that has a Term Commitment at such time and (b) thereafter, any Lender that holds Term Loans at such time.

"Term Loan" means an advance made by any Term Lender under the Term Facility.

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"Term Note" means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit K.

"Term SOFR" means, for the applicable corresponding tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available Tenor corresponds equally to two Available Tenors of the applicable Benchmark Replacement, the corresponding tenor of the shorter duration shall be applied), :

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;
(c)New Participant Deferral Elections. An Eligible Executive who first becomes eligible to participate in the Plan as of the Effective Date or after the beginning of any Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7) and the "plan aggregation" rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer:


provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

(1)the portion of Base Salary and Commission attributable to services to be performed after such election (in the instance of Commission, determinable pursuant to Treas. Reg. §1.409A-2(a)(12)(i)); and/or
"Term SOFR Loan" means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

"Term SOFR Screen Rate" means the forward-looking SOFR term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

"Threshold Amount" means $50,000,000.

"Total Credit Exposure" means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all Term Loans of such Lender at such time.

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

(2)the portion of Annual Bonus and/or Special Bonus equal to the total of such Annual Bonus or Special Bonus multiplied by the ratio of the number of days remaining in theperformance period after the election over the total number of days in the performance period applicable to the Participant;
"Total Revolving Outstandings" means the aggregate Outstanding Amount of all Revolving Loans.

"Total Term Credit Exposure" means, as to any Term Lender at any time, the Outstanding Amount of all Term Loans of such Term Lender at such time.

"Trade Date" has the meaning specified in Section 11.06(b)(i)(B).

"Transactions" means, collectively, (a) the Artesyn Acquisition, (b) the Closing Date Refinancing, (c) the funding of the Term Loans on the Closing Date and the consummation of the other transactions contemplated by this Agreement, (d) the consummation of any other transactions in connection with the

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foregoing, (e) the transactions contemplated by Amendment No. 1 and (f) the payment of the fees and expenses incurred in connection with any of the foregoing.

"Type" means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar RateTerm SOFR Loan.

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

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

"Unaudited Financial Statements" has the meaning specified in Section 5.05(b).
in either case, provided that the Participant submits Participant Election(s) on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan and with respect to Participant Election(s) to defer Annual Bonus or Special Bonus that constitute "performance-based compensation" under Treas. Reg. §1.409A-1(e)), if so determined by the Committee, in no event shall be later than such time that the amount of such Annual Bonus or Special Bonus is readily ascertainable.


"United States" and "U.S." mean the United States of America.

"Unused Line Fee" has the meaning specified in Section 2.09(a).

"U.S. Government Securities Business Day" means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

"U.S. Person" means 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 specified in Section 3.01(f)(ii)(B)(3)(x).

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

"Withholding Agent" means the Borrower, the Administrative Agent and any other applicable withholding agent.

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

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1.02Other Interpretive Provisions.

With reference to each Loan Document, unless otherwise specified in such Loan Document:

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


(d)Deferral of Share Awards. A Participant may defer Share Awards as set forth in the applicable Participant Election provided by the Company to, the Participant, only if such deferral is permitted by the Committee in its sole discretion. a Participant Election provided by the company for a Share Award shall only be applicable to that Share Award. Notwithstanding and without limitation of the foregoing, any Participant Election with respect to a Share Award shall be submitted no later than December 1 (or such later date as the Committee may authorize in its discretion, but not later than December 31, of the Plan Year immediately preceding the year of grant of such Share Award, based on procedures established by the Committee; unless the Committee has determined, in its sole discretion, that one of the following exceptions applies, has notified the Participant of the applicable election period, procedures, and deadline for filing such Participant Election, and such election complies in all respects with the requirements of Treas. Reg. § 1.409A-2:
(b)In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."
(c)Section headings in any Loan Document are included for convenience of reference only and shall not affect the interpretation of any Loan Document.
(d)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
1.03Accounting Terms.
(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

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Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case, to the extent that such liability, amortization or interest would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 "Financial Instruments" (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Borrower or any Subsidiary at "fair value", as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to (x) any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (formerly known as FASB 159) or any similar accounting standard) or (y) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect on December 31, 2015.

(b)Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders and the Borrower); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
(1)If the Participant is an Eligible Executive described in Section 3.3(c) above, the Participant may be permitted to make an election by submitting a Participant Election (in accordance with procedures established by the Committee) as specified in Section 3.3(c) above,
(c)Pro Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.
1.04Rounding.

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 two decimal places.

1.05Times of Day.

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

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1.06[Reserved].
1.07UCC Terms.

applied as if references to "Base Salary," "Annual Bonus," or "Special Bonus" were references to the Share Award;
Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term "UCC" refers, as of any date of determination, to the UCC then in effect.

1.08Rates.

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

(2)To the extent that a Share Award constitutes "performance-based compensation" under Treas. Reg. §1.409A-1(e) based on services performed over a period of at least 12 months, the Participant may be permitted to make an election by submitting a Participant Election (in accordance with procedures established by the Committee) no later than the earlier of (1) such time that the amount of the Share Award is "readily ascertainable" pursuant to Treas. Reg. § 1.409A-2(a)(8), or (2) the date that is six (6) months before the end of the performance period for such Share Award; provided that the Participant has been performing services continuously from the later of the beginning of such performance Period or the date the performance criteria for such Share Award are established through the date the deferral election is made;
1.09Effectuation of the Transactions.

All references herein to the Borrower and its Subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of the Borrower and the other Loan Parties contained in any Loan Document shall be deemed made, in each case, after giving effect to the Artesyn Acquisition and the other Transactions to occur on the Closing Date, unless the context otherwise requires.

Article II

COMMITMENTS AND CREDIT EXTENSIONS
2.01Loans.
(a)Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed such Term Lender's Applicable Percentage of the Term Facility. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar RateTerm SOFR Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing Date or any of the two (2) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than two (2) Business Days prior to the date of such Term Borrowing.
(b)Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a "Revolving Loan") to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender's Revolving Commitment. Within the limits of each Revolving Lender's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurodollar RateTerm SOFR Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than two (2) Business Days prior to the date of such Revolving Borrowing.

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2.02Borrowings, Conversions and Continuations of Loans.
(a)Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar RateTerm SOFR Loans shall be made upon irrevocable notice from a Responsible Officer of the Borrower to the Administrative Agent, which may be given by: (iA) telephone or (iiB) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 12:00 p.m. (A) three (3)11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Loans or of any conversion of Eurodollar RateTerm SOFR Loans to Base Rate Loans, and (Bii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of "Interest Period," the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify (Ii) the applicable Facility and, (ii) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, under such Facility, (IIii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (IIIiii) the principal amount of Loans to be borrowed, converted or continued, (IV)iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (Vv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar RateTerm SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar RateTerm SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
(3)With respect to a Share Award that constitutes a "forfeitable right" under Treas. Reg. §1.409A-2(a)(5) (i) to which the Participant has a legally binding right to payment in a subsequent year, and (Ii) that is subject to a forfeiture condition requiring the Participant's continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Participant may be permitted to make an election by submitting a Participant Election (in accordance with procedures established by the Committee) no later than the 30th day after the Participant obtains the legally binding right to the Share Award, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse; provided that If the Share Award provides for a waiver of, the forfeiture condition upon the Participant's death, disability or upon a change in control, and such event occurs before the end of the 12 month minimum forfeiture period, the Participant's elective deferral election is valid only if the election is timely under the Plan without regard to this Section 3.3(d)(3);
(b)Advances. Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds
(4)A Share Award that meets the definition of a "short-term deferral" described in Treas. Reg. § 1.409A-1(b)(4) may be deferred in accordance with the rules of Section 6.1(b), applied as if the date the substantial risk of forfeiture (as defined in Treas. Reg. § 1.409A-1(d)) lapses is the date payments were originally scheduled to commence, in compliance with Treas. Reg. § 1.409A-2(a)(4), provided that the Committee may permit for deferred amounts to be payable upon a change in control (as defined in Treas. Reg. § 1.409A-3(i)(5)) without regard to the requirement contained in Section 6.1(b)(2), as permissible under Treas. Reg. § 1.409A-2(a)(4).


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or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.
(c)Eurodollar RateTerm SOFR Loans. Except as otherwise provided herein, a Eurodollar RateTerm SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar RateTerm SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as, Eurodollar Rate Term SOFR Loans without the consent of the Required Lenders.
(d)Interest Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.
(e)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate.
(f)(e) Interest Periods. After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five (5)ten Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Revolving Facility.with respect to Loans.
(e)Irrevocability. A Participant's deferral election under this Article III shall be irrevocable After the last date prescribed under Section 3.3 for the making of such election; provided, however, that the Committee in its discretion may cancel a deferral election, in accordance with Code Section 409A, in the event of (1) a Participant becoming "disabled" under the meaning in Treas. Reg. §1.409A-3(j)(4)(xii), (2) an Unforeseeable Emergency, or (3) a hardship distribution pursuant to Treas. Reg. §1.401(k)-1(d)(3).
(g)(f) Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or roll over all or 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.
(h)With respect to SOFR or Term SOFR, the Administrative Agent will have the right, upon prior written notice to the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
(f)Duration of Compensation Deferral Election. A deferral election made for any Plan Year shall be applicable only for that Plan Year.
2.03 [Reserved].
2.04[Reserved].
2.05Prepayments.
(a)Optional.
4.1Offset Contributions. The Company will credit to each Participant's Deferral Account the amount equal to the employer matching contribution that, would have been made for the Participant to the Company 401(k) Plan but that could not be made because of the application of Code Sections 401(a)(17) and 415(c). any such credit shall be made to a Participant's Deferral Account not later than the latest due date on which any contributions could be made to the Company 401(k) Plan for such Plan Year.
| | (a) | (i) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed to by the Administrative Agent, (A)i) such notice must be received by the Administrative |

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| | | Agent not later than 12:00 p.m11:00 a.m. (1A) three (3)two Business Days prior to any date of prepayment of Eurodollar RateTerm SOFR Loans orand (2B) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility)facility) of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided, that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rateany Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. |
4.2Discretionary Contributions. The Company may credit to each Participant's Deferral Account the amount If any, that the Committee determines in its sole discretion to contribute for any Plan Year, which may include, without limitation, a credit with respect to the amount of employer matching contribution that each Participant was unable to be credited under the Company 401(k) Plan as a result of voluntary deferrals to this Plan being excluded from the applicable definition of compensation used under the Company 401(k) Plan to figure participant deferrals under such Company 401(k) Plan. Any discretionary credits under this paragraph shall be determined by the Committee in its sole discretion. If a Participant Separates from Service during a Plan Year, The Company may, adjust the contribution or the Deferral Account balance as of the date of termination so that the discretionary credit for The Plan Year of termination reflects only the portion of the Plan Year during which the Participant was employed by the Company. No Participant will have any right to receive a contribution in any Plan Year, irrespective of any contributions made on behalf of the Participant or any other Participant in any past or succeeding years.
(i)(ii) [Reserved].
(b)Mandatory.
(i)Revolving Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans in an aggregate amount equal to such excess.
(ii)Application of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this Section 2.05(b) shall be applied to the outstanding Revolving Loans.

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

2.06Termination or Reduction of Commitments.
(a)Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Facility, or from time to time permanently reduce the Revolving Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three (3) Business Days

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prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility.
(b)Mandatory. The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.
(c)Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Revolving Commitment under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender's Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.
2.07Repayment of Loans.
(a)Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a)(i)), unless accelerated sooner pursuant to Section 8.02:
| Payment Dates | Principal Repayment Installments |
| December 31, 2021 | $5,000,000 |
| March 31, 2022 | $5,000,000 |
| June 30, 2022 | $5,000,000 |
| September 30, 2022 | $5,000,000 |
| December 31, 2022 | $5,000,000 |
| March 31, 2023 | $5,000,000 |
| June 30, 2023 | $5,000,000 |
| September 30, 2023 | $5,000,000 |
| December 31, 2023 | $5,000,000 |
| March 31, 2024 | $5,000,000 |
| June 30, 2024 | $5,000,000 |
| September 30, 2024 | $5,000,000 |
| December 31, 2024 | $5,000,000 |
| March 31, 2025 | $5,000,000 |
| June 30, 2025 | $5,000,000 |
| September 30, 2025 | $5,000,000 |
| December 31, 2025 | $5,000,000 |
| March 31, 2026 | $5,000,000 |
| June 30, 2026 | $5,000,000 |
| | |

provided, however, that (i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Eurodollar RateTerm SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest

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or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Eurodollar RateTerm SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.


(b)Revolving Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date.
(c)[Reserved].
2.08Interest and Default Rate.
5.1Deferral Accounts. the Committee shall establish and maintain such Deferral Accounts as are necessary for each Participant under the Plan. Each Participant's Deferral Account shall be further divided into Fund Subaccounts, each of which corresponds to a Fund designated pursuant to Section 5.3. a Participant's Deferral Account shall be credited as follows:
(a)Interest. Subject to the provisions of Section 2.08(b), (i) each Eurodollar RateTerm SOFR Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal to the Eurodollar RateTerm SOFR for such Interest Period plus the Applicable Rate for such Facility; and (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.
(b)Default Rate.
(i)If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(ii)If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(iii)Upon the request of the Required Lenders, while any Event of Default exists (including a payment default), all outstanding Obligations may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(iv)Accrued and unpaid interest on past due amounts shall be due and payable upon demand.
(a)As soon as reasonably possible after amounts are withheld and deferred from a Participant's Compensation, The Committee shall credit the Fund Subaccounts of the Participant's Deferral account anamount equal to Compensation deferred by the Participant in accordance with the designation under Section 5.3; The Committee shall also credit to the Fund Subaccounts of the Participant's Deferral Account the Company contributions described in Sections 4.1 and 4.2 above;
(c)Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09Fees.
(a)Unused Line Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, an

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unused line fee (the "Unused Line Fee") equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of the Outstanding Amount of Revolving Loans. The Unused Line Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility. The Unused Line Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(b)Each Business Day each Fund Subaccount of a Participant's Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to Such Fund Subaccount as of the prior day, less any distributions valued as of the end of the prior day by the interest rate for the corresponding Fund as determined by the Committee pursuant to Section 5.3;
(b)Other Fees.
(i)The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(ii)The Borrower shall pay to the Lenders, the Arrangers and/or the Amendment No. 1 Arranger such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar RateTerm SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day at the rate otherwise applicable to such Loan. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender) an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower's obligations under this clause (b) shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.
(c)In the event that a Participant elects a Scheduled In-Service Distribution for a given Plan Year's deferral of Compensation, all amounts attributed to the deferral of

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Compensation for such Plan Year shall be accounted for in a manner which allows separate accounting for the deferral of Compensation and investment gains and losses associated with amounts allocated to each such separate Scheduled In-Service Distribution; and

2.11Evidence of Debt.

The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender's Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(d)At the discretion of the Committee, shares of Company common stock underlying Share Awards deferred by a Participant under the Plan may be credited with cash or stock dividends paid by the Company in respect of a share of Company common stock. Any such cash or stock dividends may be credited to the Participant's Deferral Account, or may be.deemed reinvested by the Committee in additional share Awards based on the fair market value of a share of Company common stock on the applicable dividend payment date (as determined by the Committee in accordance with the Code) and rounded down to the nearest whole share, and the Participant's Deferral Account shall be credited accordingly.


2.12Payments Generally; Administrative Agent's Clawback.
(a)General. All payments to be made by the Borrower shall be made free and clear of, and without condition or deduction for, any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b)(i)(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar RateTerm SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02(a) or (b) (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02(a) or (b)) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its


5.2Committee Selection of Investment Funds. the Committee shall select from time to time, in its sole and absolute discretion, investment funds, which may be based on Company stock, free-standing, components of variable life insurance policies, or any other underlying investment selected by the Committee, to serve as funds in which a Participant may deem his or her Deferral Accounts invested pursuant to Section 5.3. The Interest Rate of each such investment shall be used to determine the amount of earnings or losses to be credited to the Participant's Deferral Account under Section 5.1. The Participant's choice among investments shall be solely for purposes of calculation of the Interest Rate on Accounts. the Company shall have no obligation to set aside or invest amounts as directed by the Participant and, if the Company elects to invest amounts as directed by the Participant, the Participant shall, have no more right to such investments than any other unsecured general creditor.
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share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender's Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii)Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the "Rescindable Amount"): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment, then each of the Appropriate Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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

(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 11.04(c).
(e)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f)Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing shall be made from the Appropriate Lenders, each payment of fees under Section 2.09 shall be made for account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account

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of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders.
2.13Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender under any Loan Document at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders under any Loan Document at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders under any Loan Document at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender under any Loan Document at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders under any Loan Document at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders under any Loan Document at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

5.3Participant Fund Election. at the time of entering the Plan and/or of making a deferral election under the Plan, or at such other time as provided by the Committee, the Participant shall designate, according to such procedures and restrictions as may be promulgated by the Committee, the Funds in which the Participant's Deferral Accounts shall be deemed to be invested for purposes of determining the amount of earnings and losses to be credited to each Deferral Account. the Participant may specify that:all or any percentage of his or her Deferral Accounts shall be deemed to be invested, in whole percentage increments, in one or more of the funds selected as alternative investments under the Plan from time to time by the Committee pursuant to Section 5.2, subject to any restrictions and procedures established by the Committee. if a Participant fails to make an election among the Funds as described in this Section the Participant's account balance shall automatically be allocated into the default Fund(s) selected by the Committee. A Participant may change any designation made under this Section as permitted by the Committee by filing a revised election, on a Participant Election provided by the Committee. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which or time at which one or more of the Funds elected in accordance with this Section may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which or time at which the Participant may change the portion of his or her Deferral Account balance allocated to each previously or newly elected Fund.
(i)if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).

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

For purposes of clause (b) of the definition of "Excluded Taxes," a Lender that acquires a participation pursuant to this Section 2.13 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Loan(s) and/or Commitment(s) to which such participation relates.

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2.14[Reserved].
2.15Defaulting Lenders.
(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:
(i)Waivers and Amendments. Such Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of "Required Lenders" and Section 11.01(b).
(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)Certain Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other

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Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender.
2.16 [Reserved].
2.17[Reserved].
2.18[Reserved].
2.19Increase in Commitments; Borrower Request.

The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an "Incremental Revolving Commitment") and/or (y) prior to the Maturity Date for the Term Facility, the establishment of one or more new term loan commitments (each, an "Incremental Term Commitment"), by an aggregate amount not in excess of $250 million. Each such notice shall specify (i) the date (each, an "Increase Effective Date") on which the Borrower proposes that the Incremental Commitments shall be effective, which date shall be not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided the Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the Incremental Commitments; provided, further, that the opportunity to provide the Incremental Commitments shall be offered by the Borrower first to the existing Lenders on a pro rata basis (based on the respective principal amount of Loans then held by each Lender) (and the portion of the Incremental Commitments declined to be provided by existing Lenders shall be offered by the Borrower to the existing Lenders electing to provide an Incremental Commitment on a pro rata basis (based on the respective principal amount of Loans then held by such Lenders)) and, to the extent such Lenders have not agreed to provide the full amount of such Incremental Commitments on the terms specified by the Borrower, the Administrative Agent or any arranger of such new Loans after being provided a bona fide opportunity to do so, the Borrower may then offer any portion of the remaining requested Incremental Commitments to other Persons (which may include existing Lenders, but which shall exclude natural Persons); provided, further, that any Lender offered or approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).
5.4Trust. the Company shall be responsible for the payment of all benefits under the Plan. At its discretion, the Company may (but shall not be obligated to establish one or more

11


grantor trusts for the purpose of providing for payment of benefits under the Plan. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company's creditors. Benefits paid to the Participant from any such trust or trusts shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.


(a)Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:
(i)each of the conditions set forth in Section 4.02 shall be satisfied;
(ii)no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

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(iii)the representations and warranties contained in Article V and each Loan Document are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to also refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
5.5Statement of Accounts. the Committee shall provide each Participant with electronic statements at least quarterly setting forth the Participant's Deferral Account balance as of the end of each applicable period.
(iv)on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with the covenant set forth in Section 7.11, in each case as of the end of the latest fiscal quarter for which internal financial statements are available;
5.6Vesting of Deferral Accounts. The Participant shall be vested at all times in all amounts credited to, the Participant's Deferral Account(s).
(v)the Borrower shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.19(c);
(vi)the Borrower shall deliver or cause to be delivered officer's certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and
ARTICLE VI
DISTRIBUTIONS
6.1Distribution Elections.
(a)Initial Election. at the time of making a deferral election under the Plan, the Participant shall designate the time and form of distribution of deferrals made pursuant to such election (together with any earnings credited thereon) from among the alternatives specified under this Article VI for the applicable distribution. Notwithstanding the foregoing, all amounts credited to each Participant's Deferral Account by the Company pursuant to Article IV will not be subject to any elections and will be distributed in accordance with Section 6.6.
(vii)upon the reasonable request of the Administrative Agent or any Lender made at least five (5) Business Days prior to the Increase Effective Date, the Borrower shall have provided to the Administrative Agent or such Lender (as the case may be), and the Administrative Agent or such Lender (as the case may be) shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least two (2) Business Days prior to the Increase Effective Date and (y) at least two (2) Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation shall have delivered, to the Administrative Agent and each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(b)Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:
(i)terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below;
(ii)the terms and provisions of Revolving Loans made pursuant to new Incremental Revolving Commitments shall be identical to the Revolving Loans;
(iii)the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans;
(b)Modification of Election. a distribution election with respect to previously deferred amounts may, only be changed pursuant to the terms and conditions specified in Code Section 409A and This Section Except as permitted under Code Section 409A, no acceleration of a distribution is permitted. a subsequent election shall be permitted only If all of the following requirements are met:
(iv)the maturity date of Incremental Term Loans (the "Incremental Term Loan Maturity Date") shall not be earlier than the then Latest Maturity Date;

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The Incremental Commitments shall be effected by a joinder agreement (the "Increase Joinder") executed by the Borrower, the Administrative Agent and each Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to any Loan Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.19. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.19 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

(c)Adjustment of Revolving Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving Commitments, then each Revolving Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders pro rata based on their Revolving Commitments after giving effect to such Increase Effective Date. If there is a new Borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving Loans in accordance with Section 2.01(b).
(1)the New election does not take effect until at least twelve (12) months after the Date on which the new election is made

(d)Making of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to its new Commitment.
Article III

TAXES, YIELD PROTECTION AND ILLEGALITY
3.01Taxes.
(a)[Reserved].
(b)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good-faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by any Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after all required withholdings or deductions of Indemnified Taxes have been made by any applicable Withholding Agent (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 3.01) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholdings or deductions been made.
(2)the new election delays payment for at least five (5) years from the date that payment would otherwise have been made, absent the new election, unless otherwise permitted by Treas. Reg. §1.409A-2(b)(1)(ii); and,
(3)the new election is made not less than twelve (12) months before the date on which payment would have been made (or, in the case of installment payments the first installment payment would have been made.absent the new election.

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(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
Participants may make A subsequent election only while employed by the Company, and may only make a single subsequent election with respect to any deferral election. A Beneficiary of a deceased Participant is not permitted to make A subsequent election under this Section. Election changes made pursuant to this Section shall be made In accordance with rules established by the Committee and shall comply with all requirements.of Code Section 409A and applicable authorities.
(d)Tax Indemnifications.
(i)Each of the Loan Parties shall jointly and severally indemnify, each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted with respect to any payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability (with a calculation of such amount in reasonable detail) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(ii)Each Lender shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, the Administrative Agent against (A) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) any Taxes attributable to such Lender's failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d)(ii).
(e)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(f)Status of Lenders; Tax Documentation.
(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, if reasonably requested by the Borrower or the Administrative Agent, a Lender shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(ii)Without limiting the generality of the foregoing,


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6.2Distributions of Employee Deferrals Upon Separation from Service.
(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(a)Timing and Form of, Distributions of Employee Deferrals Upon Separation from, Service. Except as otherwise provided herein (including if a Participant fails to make a timely distribution election in accordance with Section 6.1) in the event of a Participant's Separation from Service, the distributable amount credited to the Participant's Deferral Accounts attributable to deferral elections pursuant to ARTICLE III shall be paid in one lump sum payment on the first Payment date following the expiration of six (6) months from Participant's Separation from Service, unless: (i) the Participant has made; a distribution election on a timely basis to receive decrementing counter annual installments over a period of up to ten (10) years following Separation from Service, (ii) distributions to the Participant have commenced as of the Participant's Separation from Service pursuant to a Scheduled In-Service Distribution Election, in which case those Scheduled In-Service Distributions shall continue in effect, (iii) all distributable amounts have already been paid out to Participant pursuant to a lump sum payment election upon Death or Disability, or (iv) otherwise required by the application of Section 3.3(d)(4) or Section 6.1(b).
(B)any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two of whichever of the following is applicable:
(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed original copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;
(2)executed original copies of IRS Form W-8ECI;
(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, (x) a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and that no payments under any Loan Document are effectively connected with the Foreign Lender's conduct of a United States trade or business (a "U.S. Tax Compliance Certificate") and (y) executed original copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or
(4)to the extent a Foreign Lender is not the beneficial owner (for example, where such Foreign Lender is a partnership or a participating Lender), executed original copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or Exhibit M-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of such direct and indirect partner(s);
(C)any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by

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Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender's obligations under FATCA and to determine, if necessary, the amount to deduct and withhold from such payment. Solely for the purposes of this clause (f)(ii)(D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.
(iii)Each Lender agrees that if any documentation it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall promptly update such documentation or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.
(iv)Notwithstanding anything to the contrary in this Section 3.01, no Lender shall be required to deliver any documentation pursuant to this Section 3.01(f) that such Lender is not legally eligible to deliver.
(v)Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and any successor Administrative Agent any documentation provided by such Lender pursuant to this Section 3.01(f).
(g)Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, shall repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this clause (g) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (g) shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.
(b)Payment Delay Period. A Participant may elect for payment of the lump sum payment or first annual installment (as applicable payable pursuant to the first sentence of Section 6.2(a) to be made on the first Payment Date following the expiration of a period beginning on the date of Participant's Separation from Service and ending on a date chosen by Participant that is between six (6) months and three (3) years from such Separation from Service (the "Payment Delay Period or such longer period if required by the application of Section 3.3(d)(4) or Section 6.1(b). in the case of annual installment distributions, subsequent installments shall be made in each successive year by the first of the month in which the first annual installment was made.


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(h)Survival. Each party's obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
3.02Illegality.

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

3.03Inability to Determine Rates.
(a)If in connection with any request for a Eurodollar RateTerm SOFR Loan or a conversion to orof Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan(which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b)(i), and the circumstances under Section 3.03(b)(i) or the Scheduled Unavailability Date has occurred, or (B) (1) adequate and reasonable means do not otherwise exist for determining the Eurodollar RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan and (2) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (i), "Impacted Loans"), or (ii) the Administrative Agent or the Required Lenders determine that for any reason Eurodollar Ratethat Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

6.3Distributions of Employee Deferrals Upon Disability.
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(a) Thereafter, (x) the obligation of the Lenders to make or maintain EurodollarTerm SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.
(a)Prior to Commencement of Benefits. in the event of a Participant's Disability prior to commencement of a benefit described in this ARTICLE IV, if timely elected by the Participant in accordance with ARTICLE III and Section 6.1, the Participant may receive the distributable amount credited to the Participant's Deferral Accounts attributable to deferral elections pursuant to ARTICLE III in a lump sum payment on the Payment Date following the Participant's Disability, regardless of the form of payment otherwise designated by the Participant pursuant to Section 6.2(a) or Section 6.5(a).


Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Eurodollar RateTerm SOFR Loans (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.

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

(c) Notwithstanding anything to the contrary herein or in any Loan Document:

(b)After Commencement of Benefits. in the event of a Participant's Disability after commencement of a benefit described in this ARTICLE VI, if timely elected by the Participant in accordance with ARTICLE III and Section 6.1, the Participant may receive the remaining distributable amount credited to the Participant's Deferral Accounts attributable todeferral elections pursuant to ARTICLE III in a lump sum payment of cash on the payment date, following the Participant's Disability, regardless of the form of payment otherwise designated by the Participant pursuant to, Section 6.2(a) or Section 6.5(a).
(b)Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to

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provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the "Scheduled Unavailability Date");

(i)On March 5, 2021 the Financial Conduct Authority ("FCA"), the regulatory supervisor of LIBOR's administrator ("IBA"), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes then, on a date and time determined by the Administrative Agent (any such date, the "Term SOFR Replacement Date"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. (the "Successor Rate").
6.4Distributions of Employee Deferrals Upon Death.

If the Benchmark ReplacementSuccessor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthlyquarterly basis.

(a)Prior to Commencement of Benefits. In the event of a Participant's death prior to commencement of a benefit described in this Article VI, if timely elected by the Participant in accordance with ARTICLE III and Section 6.1, the Participant's Beneficiary may receive the distributable amount credited to the Participant's Deferral Accounts attributable to, deferral elections pursuant to, ARTICLE III in a lump sum payment of cash On the Payment Date following the Participant's death, regardless of the form of payment otherwise designated by the Participant pursuant to Section 6.2(a) or Section 6.5(a).
(ii)(x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Administrative Agent that neither of the alternatives under clause (1) of the definition of "Benchmark Replacement" are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of "Benchmark Replacement" unless the Administrative Agent determines that neither of such alternative rates is available.

(y) On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document.

(iii)At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans

(b)After Commencement of Benefits. in the event of a Participant's death after commencement of a benefit described in this Article VI, if timely elected by the Participant in accordance with ARTICLE III and Section 6.1, the Participant's Beneficiary may receive the remaining distributable amount credited to the Participant's Deferral Accounts attributable to deferral elections pursuant to ARTICLE III in a lump sum payment of cash on the Payment Date following the Participant's death, regardless of the form of payment otherwise designated by the Participant pursuant to Section 6.2(a) or Section 6.5(a).
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to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower's receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a "Successor Rate". Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.
6.5Scheduled In-Service Distributions of Employee Deferrals.

(a)Scheduled In-Service Distribution Election. Participants shall be entitled to elect to receive a Scheduled In-Service Distribution from a Deferral Account of amounts attributable to deferral elections pursuant to ARTICLE III. if a Participant has a Separation from Service with the Company prior to commencement of payment of the Scheduled In-Service Distribution, distribution will not be made pursuant to this Section 6.5(a) but will instead be made pursuant to Section 6.2(a) above. in the case of a Participant who has elected to receive a Scheduled In-Service Distribution, such Participant shall:receive the distributable amount, with respect to the specified deferrals, including earnings thereon, which have been elected by the Participant to be subject to such Scheduled In-Service Distribution election. the Committee shall determine the earliest commencement date that may be elected by the Participant for each Scheduled In-Service Distribution and such date shall be indicated on The Participant Election, provided that such date may not be earlier than three (3) years from the date of the respective election (or such longer period as required under Section 3.3(d)(4) or Section 6.1(b)). the Participant may elect to receive the Scheduled In-Service Distribution in a single lump sum or in decrementing counter annual installments over a period of up to ten (10) years. the lump sum Payment or first annual installment (as applicable) payable pursuant to foregoing sentence will be made on the first Payment date following the commencement date elected by Participant. A Participant may delay and Change the form of a Scheduled In-Service Distribution, provided, such extension complies with the requirements of Section 6.1(b).
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

(iv)In connection with the implementation and administration of a Benchmark Replacementof a Successor Rate, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

(v)The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive

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and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03(c).

(vi)At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

3.04Increased Costs; Reserves on Eurodollar RateTerm SOFR Loans.
(a)Increased Costs Generally. If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(d));

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of "Excluded Taxes" and (C) Connection Income Taxes) with respect to its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar RateTerm SOFR Loans made by such Lender;

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

(b)Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c)Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, including a calculation of such amount in reasonable detail as specified in clause (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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

(d)(e) Delay in Requests; Etc.. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof); provided, that such Lender shall not make a request upon the Borrower unless it certifies that it is generally demanding payment under comparable provisions of its agreements with similarly situated borrowers.
3.05Compensation for Losses.

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

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)any failure by the Borrower, on the date or in the amount notified by the Borrower (for a reason other than the failure of such Lender to make a Loan), to prepay, borrow, continue or convert any Eurodollar RateTerm SOFR Loan; or
(c)any assignment of a Eurodollar RateTerm SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

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

(b)Relationship to other Benefits. in the event that distribution of a Participant's Deferral Account is triggered under Sections 6.2, 6.3, or 6.4 prior to commencement of a Scheduled In-Service Distribution, the amounts subject to such Scheduled In-Service Distribution shall not be distributed under this Section 6.5, but rather shall be distributed in accordance with the other applicable Section of this Article VI.
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For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar RateTerm SOFR Loan made by it at the Eurodollar RateTerm SOFR for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar RateTerm SOFR Loan was in fact so funded.

3.06Mitigation Obligations; Replacement of Lenders.
(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.
3.07Survival.

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

6.6Distribution of Company Contributions. Notwithstanding anything to the contrary in this Article VI, all amounts credited to each Participant's Deferral account by the Company pursuant to Article VI shall be paid in one lump sum payment on the first Payment Date following
Article IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01Conditions of Initial Credit Extension.

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

(a)Execution of Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower and (iii) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto. For purposes of this Section 4.01(a), the Responsible Officers shall be limited to the President, Chief Executive Officer, Chief Financial Officer and General Counsel of each applicable Loan Party.

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(b)Officer's Certificate. The Administrative Agent shall have received an Officer's Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.
(c)Compliance Certificate. The Administrative Agent shall have received a Compliance Certificate dated the Closing Date, certifying as to the calculation of the Consolidated Leverage Ratio as of the Closing Date on a Pro Forma Basis for the Transactions.
(d)Legal Opinion of Counsel. The Administrative Agent shall have received a customary written opinion of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent.
(e)Financial Statements. The Administrative Agent and the Lenders shall have received copies of the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements, each in form and substance satisfactory to each of them.
(f)Quality of Earnings Reports. The Administrative Agent and the Lenders shall have received copies of the Quality of Earnings Reports, each in form and substance satisfactory to each of them.
The expiration of six (6) months from Participant's Separation from Service. For the avoidance of doubt, no Company contributions under this Plan shall be subject to Participant election pursuant to this Article VI.
(g)Loan Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.
(h)Existing Indebtedness. (i) All of the existing Indebtedness for borrowed money of the Artesyn, Pontus and Pontus Holdings (other than Indebtedness permitted to exist pursuant to Section 7.02 or Indebtedness that will not be assumed or acquired by the Borrower and its subsidiaries in connection with the Artesyn Acquisition) shall be repaid in full and all commitments and security interests related thereto shall be terminated on or prior to the Closing Date, and (ii) all of the existing Indebtedness for borrowed money of the Borrower under the Existing Loan Agreement shall be repaid in full and all commitments related thereto shall be terminated on or prior to the Closing Date (collectively, the "Closing Date Refinancing").


6.7Form of Distribution. Generally, distributions from the Plan shall be made in the form of cash, unless the Committee determines that such distributions shall be made in property.
(i)Anti-Money Laundering; Beneficial Ownership. Upon the reasonable request of the Administrative Agent or any Lender made (x) at least ten (10) Business Days prior to the Closing Date, the Borrower shall have provided to the Administrative Agent or such Lender (as the case may be), and the Administrative Agent or such Lender (as the case may be) shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least two (2) Business Days prior to the Closing Date and (y) at least two (2) Business Days prior to the Closing Date, any Loan Party that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation shall have delivered, to the Administrative Agent and each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
6.8Timing of Distribution. Payment of all distributions from the Plan shall be made on the first of the month or as soon as administratively practicable following such date); provided that in no instance shall a distribution be made later than the tenth of the month, in compliance with Treas. Reg. §1.409A-3(d).
(j)Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to the Fee Letter and Section 2.09, subject, in the cases of expenses, to the Borrower's receipt of an invoice therefor at least two (2) business days in advance of the Closing Date.

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(k)Artesyn Acquisition. The Artesyn Acquisition shall have been consummated, or substantially concurrently with the initial extensions of credit under the Facilities on the Closing Date shall be consummated, in all material respects pursuant to and on the terms set forth in the Artesyn Acquisition Agreement and all conditions precedent therein to the consummation of the Artesyn Acquisition shall have been satisfied or waived in accordance with the terms thereof (and without amendment or other modification thereof or waiver of, or granting of any consent under, any provision thereof (in each case in a manner that is materially adverse to the Arrangers or the Lenders), without the consent of the Arrangers and the Lenders, such consent not to be unreasonably withheld, delayed or conditioned). For the avoidance of doubt, the term "materially adverse" to the Arrangers or the Lenders above does not include any amendment or other modification of the Artesyn Acquisition Agreement or waiver or granting of any consent thereunder that is intended to address any Losses (as defined in the Artesyn Acquisition Agreement) that do not result in a Material Adverse Effect (as defined in the Artesyn Acquisition Agreement).
(l)Specified Representations. (a) The Specified Representations shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect), in each case at the time of, and upon giving effect to, the initial extensions of credit under the Facilities and consummation of the Transactions (except to the extent any such representation expressly relates to an earlier date, in which case such representation shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date); and (b) the Specified Acquisition Agreement Representations shall be true and correct, but only to the extent that the Borrower (or any of its Affiliates) have the right under the Artesyn Acquisition Agreement to terminate the Borrower's (or any of its Affiliates') obligations under the Artesyn Acquisition Agreement or otherwise decline to close the Artesyn Acquisition pursuant to the Artesyn Acquisition Agreement as a result of a breach of such representations or warranties in the Artesyn Acquisition Agreement (after giving effect to any applicable notice and cure provisions).

Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

6.9Distribution of Small Benefit. Notwithstanding any Initial election under Section 6.1(a), modification of election in Section 6.1(b), or any other provision of the Plan to the contrary, if the amount credited to the Participant's Deferral Account, plus The Participant's vested interest in any other plan or plans required to be aggregated with this Plan under Code Section 409A, is equal to or less than the applicable, dollar amount under Section 402(g)(1)(B) of the Code (which is $19,500 for 2021), the Committee may, in its sole discretion, direct that such amount (and such other interest(s)) be distributed to the Participant (or Beneficiary, as Applicable in one lump-sum payment, provided that such exercise of discretion is evidenced in writing No later than the date of such payment.
4.02Conditions to all Credit Extensions.

The obligation of each Lender to honor any Request for Credit Extension other than the Initial Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar RateTerm SOFR Loans) is subject to the following conditions precedent:

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

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(b)Default. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c)Request for Credit Extension. The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

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

Article V

REPRESENTATIONS AND WARRANTIES

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

5.01Existence, Qualification and Power.

Each Loan Party and each of its Subsidiaries (a) is duly organized or formed and validly existing, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of (i) the jurisdiction of its incorporation or organization and (ii) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative Agent pursuant to the terms of this Agreement is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.02Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (i) have been duly authorized by all necessary corporate or other organizational action, and (ii) do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (x) any Material Contracts to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.

5.03Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of any Loan Document, or (b) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained and (ii)

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authorizations, approvals, actions, notices and filings which could not reasonably be expected to have a Material Adverse Effect.

5.04Binding Effect.

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

5.05Financial Statements; No Material Adverse Effect.
(a)Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders' Equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes and material commitments.
6.10Unforeseeable Emergency. Upon a finding that the Participant has suffered an Unforeseeable Emergency, in accordance with Code Section 409A and Treas. Reg. §1.409A-3(i)(3), the Committee may, at the request of the Participant, accelerate distribution of benefits and/or approve cancellation of deferral elections under the Plan, subject, to the following conditions:
(b)Quarterly Financial Statements. The unaudited Consolidated balance sheets of the Borrower and its Subsidiaries dated June 30, 2019, and the related Consolidated income statements, Shareholders' Equity and cash flows for the fiscal quarter ended on that date (collectively, the "Unaudited Financial Statements") (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders' Equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(a)the request to take an Unforeseeable Emergency distribution shall be made by filing a form provided by and filed with the Committee prior to the end of any calendar month;
(c)Material Adverse Effect. Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
(d)Pro Forma Financials. The Consolidated pro forma balance sheets of the Borrower and its Subsidiaries as of June 30, 2019, after giving effect to the Transactions, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve (12) months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender (such pro forma balance sheets, statements of income and cash flows, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, the "Pro Forma Financial Statements"), (i) fairly present the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as of such date and the Consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, all consistent with GAAP to the extent possible and (ii) present, in the Administrative Agent's reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with Section 7.11 of this Agreement.

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5.06Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to any Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

5.07[Reserved].
5.08Ownership of Property.

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

5.09[Reserved].
5.10[Reserved].
5.11Taxes.

Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There are no proposed tax assessments, deficiencies or other claims against any Loan Party or any Subsidiary that would, if made, individually or in the aggregate, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to the Borrower or any Subsidiary.

5.12ERISA Compliance.
(b)upon a finding that the Participant has suffered an Unforeseeable Emergency under Code Section 409A, the Committee may, at the request of the Participant, accelerate distribution of benefits and/or approve cancellation of current deferral elections (pursuant to Section 3.3(e)) under the Plan in the amount reasonably necessary to alleviate such Unforeseeable Emergency; the amount distributed pursuant to this Section with respect to the Unforeseeable Emergency shall not exceed the amount necessary to satisfy such Unforeseeable Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets" (to the extent the liquidation of such assets would not itself cause severe financial hardship); and
(a)Each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other federal or state laws, other than noncompliance which could not reasonably be expected to have a Material Adverse Effect. Each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status.
(b)There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

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(c)(i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC in the six-year period prior to the date on which this representation is made or deemed made, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
(d)Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan or Multiemployer Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and (ii) thereafter, Pension Plans and Multiemployer Plans not otherwise prohibited by this Agreement.
(e)The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using "plan assets" (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower's entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement.
(c)the amount (if any determined by the Committee as an Unforeseeable Emergency distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Unforeseeable Emergency determination is made by the Committee.
(f)No Foreign Plan Event has occurred, and no Loan Party is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in a Foreign Plan Event with respect to any Foreign Plan.
5.13Margin Regulations; Investment Company Act.
(a)Margin Regulations. Neither the Borrower nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower or any of its Subsidiaries and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.
(b)Investment Company Act. None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an "investment company" under the Investment Company Act of 1940.
5.14[Reserved].
5.15Compliance with Laws.

Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in

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(a)Beneficiary Designation. the Participant shall have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under The Plan shall be made in the event of the Participant's death. No. consent of the Participant's spouse or any other Person is required for the Participant to name a Beneficiary. the Beneficiary designation shall be effective when it is submitted to and acknowledged by the Committee during the Participant's lifetime in the format prescribed by the Committee.
such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16Solvency.

As of the Closing Date, after giving effect to the Transactions, each Loan Party is, together with its Subsidiaries on a Consolidated basis, Solvent.

5.17[Reserved].
5.18Sanctions Concerns, Anti-Corruption Laws and Anti-Terrorism Laws.
(a)Sanctions Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC's List of Specially Designated Nationals or HMT's Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have conducted their businesses in compliance with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.
(b)Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions (collectively, "Anti-Corruption Laws"), and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
(c)Anti-Terrorism Laws. No Loan Party, nor any Subsidiary, is in violation of any applicable laws relating to terrorism or money laundering, including the PATRIOT Act, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and The Currency and Foreign Transactions Reporting Act (also known as the "Bank Secrecy Act"), 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959 (collectively, "Anti-Terrorism Laws").
(d)Use of Proceeds. None of the Loan Parties will use the proceeds of the Loan or otherwise make available such proceeds to any Person for use in any manner that will result in a violation by the Lenders of any Sanctions, any Anti-Corruption Laws or any Anti-Terrorism Laws.
5.19[Reserved].
5.20Subsidiaries; Equity Interests; Loan Parties.
(a)Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such

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(b)Absence of Valid Designation. If a Participant fails to designate a Beneficiary, as provided above, or if every person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant's benefits, then the Participant's estate shall be deemed to be the Beneficiary and the Committee shall direct the distribution of such benefits to the Participant's estate.
Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors' qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.
(b)Loan Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and 6.13 (as to each Loan Party), (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number, (ix) the organization identification number, (x) ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or nature of business of such Loan Party.
5.21[Reserved].
5.22Affected Financial Institutions.

No Loan Party is an Affected Financial Institution.

5.23Beneficial Ownership Certification.

The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

5.24Use of Proceeds.

The Borrower will use the proceeds of the Loans borrowed on the Closing Date to (i) finance the Artesyn Acquisition and the other Transactions (including the payment of fees and expenses in connection with the Transactions) and (ii) increase the working capital of the Borrower and for other general corporate purposes not in contravention of any Law or of any Loan Document.

7.2Payments to Minors. in the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead such payment shall be made (a) to that person's living parent(s) to act as custodian or (b) if that person's parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, to act as custodian. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor.
Article VI

AFFIRMATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries to:

6.01Financial Statements.

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

(a)Audited Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2019), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated income statements, changes in Shareholders' Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures

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for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, (i) such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) such consolidated statements to be certified by the chief executive officer or chief financial officer that is a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries.
(b)Quarterly Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended September 30, 2019), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated income statements, changes in Shareholders' Equity and cash flows for such fiscal quarter and for the portion of the Borrower's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP and including management's discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by the chief executive officer or chief financial officer who is a Responsible Officer of the Borrower (i) as fairly presenting in all material respects the financial condition, results of operations, Shareholders' Equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries.

As to any information contained in materials furnished pursuant to Section 6.02(g), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information.

Notwithstanding the foregoing, the obligations referred to in Sections 6.01(a) and (b) may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing the Borrower's Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC shall constitute delivery under this Section 6.01).

6.02Certificates; Other Information.

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

(a)Accountants' Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year ended December 31, 2019), a certificate of its independent certified public accountants certifying such financial statements.
(b)Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended September 30, 2019), (i) a duly completed Compliance Certificate signed by the chief executive officer or chief financial officer which is a Responsible Officer of the

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Borrower and (ii) a copy of management's discussion and analysis with respect to such financial statements. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication, including fax or email, and shall be deemed to be an original and authentic counterpart thereof for all purposes.
(c)Updated Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), the following updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c), 5.20(a) and 5.20(b).
7.3Payments on Behalf of Persons Under Incapacity. in the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of any and all liability of the Committee and the Company under the Plan.
(d)[Reserved].
(e)[Reserved].
(f)Audit Reports; Management Letters. Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports or management letters submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.
(g)Annual Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower files or is required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto. Notwithstanding the foregoing, the obligations referred to in this clause (g) may be satisfied by timely filing of any of the foregoing in accordance with the requirements of the SEC and such filings are made publicly available through EDGAR, and such public filing shall constitute delivery hereunder.
(h)[Reserved].
(i)SEC Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.
(j)Notices. Not later than seven (7) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could reasonably be expected to have a Material Adverse Effect.
(k)Environmental Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

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(l)Anti-Money-Laundering; Beneficial Ownership Regulation. Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act.
(m)Beneficial Ownership. To the extent any Loan Party qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.
ARTICLE VIII
LEAVE of ABSENCE
8.1Paid Leave of Absence. if a Participant is authorized by the Company to take a paid leave of absence from the employment of The Company, and such leave of absence does not constitute a Separation from Service, (a) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) deferrals shall continue to be withheld during such paid leave of absence in accordance with Article III.
(n)Additional Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
(o)Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 1.01(a); or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by fax transmission or e-mail transmission) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents..
(p)The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the "Platform") and (ii) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (B) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers, the Amendment No. 1 Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (C) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information;" and (D) the Administrative
8.2Unpaid Leave of Absence. If a Participant is authorized by the Company to take an unpaid leave of absence from the employment of the Company for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be

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eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer for the Plan Year following his or her return to employment andfor every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and a Participant Election is delivered to and accepted by the Committee for each such election in accordance with Article III above.
Agent, the Arrangers, the Amendment No. 1 Arranger and their respective Affiliates shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information." Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials "PUBLIC".
6.03Notices.

Promptly, but in any event within two (2) Business Days of a Responsible Officer of any Loan Party obtaining notice thereof, notify the Administrative Agent and each Lender:

(a)of the occurrence of any Default;
(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving the Borrower or any Subsidiary or any of their respective properties and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; and
(c)of the occurrence of any ERISA Event or Foreign Plan Event.


Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of any Loan Document that have been breached.

6.04Payment of Obligations.

Unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary, pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; (b) all material lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all material Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05Preservation of Existence, Etc.
(a)Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 or, solely in the case of good standing, if the failure to preserve, renew and maintain such good standing could not reasonably be expected to have a Material Adverse Effect;
(b)take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c)preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

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6.06Maintenance of Properties.
(a)Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted;
9.1Committee. the Plan shall be administered by a Committee appointed by the Board; provided, that if the Board does not appoint a Committee, the Board shall act as the Committee. the Committee shall have the exclusive right and full discretion (a) to appoint agents, designees and delegates to act on its behalf, (b) to select and establish Funds, (c) to interpret the Plan, (d) to decide any and all matters arising hereunder (including the right to remedy possible ambiguities, inconsistencies, or admissions), (e) to make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, and (f) to make all other determinations and resolve all questions of fact necessary or advisable for the administration of the Plan, including determinations regarding eligibility for benefits payable under the Plan. All interpretations of the Committee with respect to any matter hereunder shall be final, conclusive and binding on all Persons affected thereby. No member of the Committee or agent thereof shall be liable for any determination, decision, or action made in good faith with respect to the Plan. the Company will indemnify and hold harmless the members of the Committee and its agents from and against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission, in connection with the performance of such persons' duties, responsibilities, and obligations under the Plan, other than such liabilities, costs, and expenses as may result from the bad faith, willful misconduct, or criminal acts of such persons.
(b)make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c)use the standard of care typical in the industry in the operation and maintenance of its facilities.
6.07Maintenance of Insurance.
(a)Maintenance of Insurance. Maintain, with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and all such insurance shall (i) provide for not less than thirty (30) days' prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, (ii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iii) be reasonably satisfactory in all other respects to the Administrative Agent.
(b)Evidence of Insurance. Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies (including, as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy. As requested by the Administrative Agent, the Loan Parties agree to deliver to the Administrative Agent an Authorization to Share Insurance Information.
6.08Compliance with Laws.

Comply with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, including matters covered by Sections 6.09 and 6.11, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09Books and Records.
(a)Maintain proper books of record and account in all material respects, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and
(b)maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.

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6.10[Reserved].
6.11Use of Proceeds.

Use the proceeds of the Loans borrowed on the Closing Date to (i) finance the Artesyn Acquisition and the other Transactions (including the payment of fees and expenses in connection with the Transactions) and (ii) increase the working capital of the Borrower and for other general corporate purposes not in contravention of any Law or of any Loan Document. None of the Loan Parties will use the proceeds of the Loan or otherwise make available such proceeds to any Person for use in any manner that will result in a violation by the Lenders of any Sanctions, any Anti-Corruption Laws or any Anti-Terrorism Laws.

6.12Material Contracts.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.13Covenant to Guarantee Obligations.

The Loan Parties will cause each of their Material Domestic Subsidiaries (other than any FSHCO or any Subsidiary of any Subsidiary that is a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) - (e) and such other documents or agreements as the Administrative Agent may reasonably request, including updated Schedules 1.01(c), 5.20(a) and 5.20(b).

6.14[Reserved].
6.15[Reserved].
6.16[Reserved].
6.17Compliance with Environmental Laws.

Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

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6.18[Reserved].
6.19Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws.

Conduct its business in compliance in all material respects with (i) the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions, (ii) all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions and (iii) any Anti-Terrorism Laws.

Article VII

NEGATIVE COVENANTS

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

7.01Liens.

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

(a)Liens pursuant to any Loan Document;
(b)Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c)Liens for ad valorem Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)Statutory Liens such as carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e)pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f)deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g)easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(h)Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i)Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(j)other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the Borrower and its Subsidiaries.
7.02Indebtedness.

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

(a)Indebtedness under the Loan Documents;
(a)Filing of a Claim. any Participant, Beneficiary, or any duly authorized representative may file a claim for a Plan benefit to which the claimant believes that he or she is entitled. such a claim must be in writing and delivered to the Committee in person or by certified mail, postage prepaid.
(b)Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;
(c)Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (i) $75,000,000 and (ii) 10.0% of Consolidated Total Assets of the Borrower and its Subsidiaries;
(d)Unsecured Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) be subordinated to the Obligations on subordination terms reasonably acceptable to the Administrative Agent and (ii) be otherwise permitted under the provisions of Section 7.03 ("Intercompany Debt");
(e)Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;
(f)Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person's becoming a Subsidiary of the Borrower; provided, further, that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11;
(g)Indebtedness of any non-Loan Parties, other than Intercompany Debt (which, for the avoidance of doubt, is not subject to this limitation), not to exceed the greater of (i) $50,000,000 and (ii) 10.0% of Consolidated Total Assets of the Borrower and its Subsidiaries; and

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(h)other unsecured Indebtedness not contemplated by the above provisions; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11.
7.03Investments.

Make or hold any Investments, except:

(a)Investments held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents or in short-term or long-term Investments in accordance with the investment guidelines of the Borrower in place as of the date hereof;
(b)Initial Determination of Claim.
(1)Committee Discretion. the Committee will have full discretion to deny or grant any claim in whole or in part.
(b)advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
(c)(i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties;
(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(e)Guarantees permitted by Section 7.02;
(2)Claims (other than Disability Claims). For all claims other than Disability Claims, within 90 days after receipt of such claim, the Committee will send to the claimant by certified mail, postage prepaid, notice of the granting or denying, in whole or in part, of such claim, unless special circumstances require an extension of time for processing the claim. in no event may the extension exceed 90 days from the end of the initial period. If such extension is necessary, the claimant will be given a notice to this effect prior to the expiration of the initial 90 day period. If the Committee fails to notify the claimant either that his or her claim has been granted or that it has been denied in whole or in part within the initial 90 day period or prior to the
(f)Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;
(g)Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(h)); and
(h)other Investments, including Investments by Loan Parties in Subsidiaries of the Borrower that are not Loan Parties, so long as no Default exists or would result therefrom; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11.
7.04Fundamental Changes.

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

(a)any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;

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(b)any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c)any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d)in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and
(e)so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person.
7.05Dispositions.

Make any Disposition or enter into any agreement to make any Disposition, except:

(a)Permitted Transfers;
(b)Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the ordinary course of business;
(c)Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d)Dispositions permitted by Section 7.04; and
(e)other Dispositions, so long as no Default exists or would result therefrom; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11.
7.06Restricted Payments.

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

(a)each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

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(b)[reserved];
(c)the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;
(d)the Borrower may repurchase any shares of capital stock of the Borrower; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11; and
(e)the Borrower may make other Restricted Payments; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11.
7.07[Reserved].
expiration of an extension, if applicable, then the claim shall be deemed to have been denied as of the last day of the applicable period, and the claimant then may request a review of his orher claim.
7.08[Reserved].
7.09[Reserved].
7.10[Reserved].
7.11Financial Covenant.

Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending September 30, 2021, to be greater than 3.00 to 1.00; provided that the Borrower shall be permitted not more than two times during the term of this Agreement to allow the Consolidated Leverage Ratio required under this Section 7.11 to be increased to 3.50 to 1.00 in connection with a Material Acquisition for the one-year period beginning on the closing date of the applicable Material Acquisition (each such increase, an "Acquisition Holiday"), so long as the Borrower is in compliance on a Pro Forma Basis with a maximum Consolidated Leverage Ratio of 3.50 to 1.00 on the closing date of such Material Acquisition immediately after giving effect to such Material Acquisition; provided further that (i) the Borrower shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such Material Acquisition (regarding the name of the Person or assets being acquired, the purchase price, the Consolidated Leverage Ratio on a Pro Forma Basis and the acquired revenue (for the trailing four quarter period) and Consolidated EBITDA of such acquired Person or assets), (ii) at the end of such one-year period, the Consolidated Leverage Ratio required under this Section 7.11 shall revert to 3.00 to 1.00 and (iii) the Borrower shall not be permitted to exercise any remaining option for an Acquisition Holiday, unless and until the Consolidated Leverage Ratio has been less than 3.00 to 1.00 as of the last day of at least two consecutive fiscal quarters since the commencement of the previous Acquisition Holiday.

Article VIII

EVENTS OF DEFAULT
8.01Events of Default.

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

(a)Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five (5) days after the same becomes due (x) any interest on any Loan, or any material fee due hereunder or (y) any other amount payable under any Loan Document; provided, however, if such failure was due to the

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Administrative Agent's or the Lender's failure to send out a materially correct notice of amounts due, the Loan Parties shall have two (2) days from receipt of notice to make such payment; or
(3)Disability Claims. If a claim is related to any distribution orrights to which a Participant or other claimant may be entitled in connection with the Participant's Disability ("Disability Claim") then, as soon as reasonable but within 45 days after receipt of such claim, the Committee will send to the claimant by certified mail, postage prepaid, notice of the granting or denying, in whole or in part of such claim. This period within which the Committee must provide such notice may be extended twice, for up to 30 days per extension, provided that the Committee (i) determines that an extension is needed and beyond the control of the Plan, and (ii) notifies the claimant prior to the expiration of the initial 45 day period, orof the first 30-day extension period. in the case of any extension request, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall, be afforded at least 45 days within which to provide the specified information. If the Committee fails to notify the claimant either that his or her claim has been granted or that it has been denied in whole or in part within the initial 45 day period or prior to the expiration of an extension, if applicable, then the claim shall, be deemed to have been denied as of the last day of the applicable period, and the claimant then may request a review of his or her claim. the Committee must ensure that all Disability Claims and appeals are adjudicated in a manner designed to ensure the independence andimpartiality of the persons involved in making the Disability determination.(b)Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.03(b), 6.05(a), 6.08, 6.11, 6.12 or Article VII; or
(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice from Administrative Agent or knowledge of a Responsible Officer of the Borrower; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party in any Loan Document shall be incorrect or misleading in any material respect when made or deemed made; or
(e)Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case, if the effect of default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or
(f)Insolvency Proceedings, Etc. Any Loan Party or any Material Domestic Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

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(g)Inability to Pay Debts; Attachment. (i) Any Loan Party or any Material Domestic Subsidiary thereof becomes unable, or admits in writing its inability, or fails generally, to pay any rate management obligation in excess of the Threshold Amount or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any substantial portion of the property of any Loan Party or any Subsidiary taken as whole and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or
(h)Judgments. There is entered against any Loan Party or any Subsidiary thereof one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least "A" by A.M. Best Company, has been notified of the potential claim and does not dispute coverage) and such judgment remains outstanding for a period in excess of sixty (60) days; or
(i)ERISA. (i) An ERISA Event or Foreign Plan Event occurs with respect to a Pension Plan, Multiemployer Plan or Foreign Plan which has resulted or could reasonably be expected to result in liability of any Loan Party to the Pension Plan, Multiemployer Plan, the PBGC or Foreign Plan in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA in an aggregate amount in excess of the Threshold Amount; or
(j)Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or

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

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

8.02Remedies upon Event of Default.

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

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

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(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable under any Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c)[reserved]; and
(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or Applicable Law or equity;

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

8.03Application of Funds.

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

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

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

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

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

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

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Article IX

ADMINISTRATIVE AGENT
9.01Appointment and Authority.

Each of the Lenders hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent under the Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term "agent" in any Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. It is understood and agreed that any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of exercising any rights and remedies thereunder at the direction of the Administrative Agent shall be entitled to the benefits of all provisions of this Article IX and Article XI as if set forth in full herein with respect thereto.
(1)Claims (Other than Disability Claims). the Committee will provide to every claimant who is denied a claim for benefits notice setting forth in a manner calculated to, be understood by the claimant, the following:


9.02Rights as a Lender.

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

9.03Exculpatory Provisions.
(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:
(i)The specific reason or reasons for the denial;
(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance

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of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(ii)Specific reference to pertinent Plan provisions on which the denial is based;
(iii)shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(iii)A description of any additional material or information necessary), for the claimant to perfect the claim and an explanation of why such material is necessary; and
(b)Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with any Loan Document or the transactions contemplated thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender.
(iv)Appropriate information as to the steps to be taken if the claimant wishes to submit his or her claim for, review.
(c)Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d)The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (a) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (b) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution.
(2)Disability Claims. the Committee will provide to every claimant whose Disability Claim is denied a notice, written in a culturally and linguistically appropriate manner, including information on how to access non-English language services provided by the Plan. the notice of The denial shall set forth the information contained in Section 9.2(c)(1) as well as set forth:
9.04Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the Person required hereunder, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action

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taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.

9.05Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers under any Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such subagents.

9.06Resignation of Administrative Agent.
(i)An explanation of the basis for any disagreement with
(a)Notice. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the written consent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the "Resignation Effective Date"), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.(1)the views of the health care professional(s) who treated or evaluated the claimant;
(2)the views of medical experts whose advice was obtained on behalf of the Plan in connection with the denial of the claimant's Disability Claim; and

(b)Defaulting Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the "Removal Effective Date"), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(3)a disability determination made by the Social Security Administration;
(ii)Either the specific internal rules or standards the Plan relied upon in denying the Disability Claim, or alternatively, a statement that such rules or standards do not exist;
(c)Effect of Resignation or Removal. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or
(iii)A statement that the claimant is entitled to receive, Upon request and free of charge all Documents and records relevant to the claimant's Disability Claim; and



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to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent's resignation or removal under the Loan Documents, the provisions of this Article IX and Article XI shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Administrative Agent was acting as Administrative Agent and (B) after such resignation or removal for as long as any of them continues to act in any capacity under the Loan Documents, including (1) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Finance Parties and (2) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(iv)A statement of any Plan limitation periods, including the expiration date, that apply to the claimant's right to bring a civil action under Section 502(a) of ERISA.
(d)[Reserved].
9.07Non-Reliance on Administrative Agent and Other Lenders.

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

9.08No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under the Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Joint Lead Arranger, the Amendment No. 1 Arranger, a Co-Manager or a Lender hereunder.

9.09Administrative Agent May File Proofs of Claim; Credit Bidding.
(1)Review of Claims (Other than Disability Claims). If any claim, other than a Disability Claim, is denied, the claimant or the claimant's duly authorized representative, upon written application to the Committee in person or by certified mail, postage prepaid, may request a review of such denial, may review pertinent documents, and may submit issues and comments in writing. A claimant must file such written request for review with the Committee within 60 days after the receipt by the claimant of a notice denying the initial claim or within 60 days after the claim is deemed to be denied. Upon its receipt of the request for review, the Committee will, notify the Company of the request Upon its receipt of notice of a request for review, the Company will appoint a Person other than a member of, the Committee to be the claims reviewer. the decision on review shall be rendered not later than 60 days after the Committee's receipt of the claimant's request for review, unless special circumstances require an extension of time for processing, in, which case the 60 day period may be extended to 120 days if notice is provided to, the claimant in writing within the initial 60 day period stating the reason for the extension. If notice of the decision on the review is not furnished in accordance with this subsection (1), the claim will be deemed denied and the claimant will be permitted to exercise his or her right to legal remedy pursuant to Section 9.2(f).
(a)In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective

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agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; and
(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.

(b)Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding.
9.10Guaranty Matters.
(a)Each of the Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.
(b)Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.
9.11 [Reserved].
9.12Certain ERISA Matters.
(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)such Lender is not using "plan assets" (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender's entrance into, participation in, administration of and performance of the Loans, the Commitments, or this agreement,
(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance

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company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender's entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(iii)(A) such Lender is an investment fund managed by a "Qualified Professional Asset Manager" (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender's entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender's entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under any Loan Document or any documents related thereto).
(2)Review of Disability Claims. if a Disability Claim is denied, the claimant or The claimant's duly authorized representative, upon written application to the Committee in person or by certified mail, postage prepaid, may request a review of such denial, may review pertinent documents, and may submit issues and comments in writing. A claimant must file such written request for review with the Committee within 180 days after the receipt by
9.13Recovery of Erroneous Payments.

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any "discharge for value" (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender comprised, in whole or in part, a Rescindable Amount.

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Article X

CONTINUING GUARANTY
10.01Guaranty.

Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations (for each Guarantor, subject to the proviso in this sentence, its "Guaranteed Obligations"); provided that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent's books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than payment in full of the Obligations).

10.02Rights of Lenders.

Each Guarantor consents and agrees that the Finance Parties (subject to all rights of Borrower hereunder) may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof and (b) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
the claimant of a notice denying the initial claim or within 180 days after the claim is deemed to be denied. Upon its receipt of, the request for review, the Committee will notify the Company of the request and the Company will appoint a person other than a member of the Committee to be the claims reviewer. Upon its receipt of the request for review, the Committee must provide The claimant, free of charge, and as soon as possible, any new or additional evidence considered or the rationale in connection with the Disability Claim. such information must be provided in advance of the Date. on which the notice of the denial of the appeal is required to be provided, as discussed below in Section 9.2(e)(1), in order to give the claimant a reasonable opportunity to respond prior to that date. the decision on review shall be rendered not later than 45 days after the Committee's receipt of the claimant's request for review, unless special circumstances require an extension of time for processing, in which case, the 45 day period may be extended to 90 days if notice is provided to the claimant in writing within the initial 45 day period stating The reason for the extension. If notice of the decision on the review is not furnished in accordance with this subsection (2), the claim will be, deemed denied and the claimant will be permitted to exercise his or her right to legal remedy pursuant to Section 9.2(f).


10.03Certain Waivers.

Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Finance Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor's liability hereunder except for limitations expressly set forth herein; (d) any right to proceed against the Borrower or any other Loan Party or pursue any other remedy in the power of any Finance Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Finance Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties except for payment in full of the Obligations. Each Guarantor expressly waives all setoffs and counterclaims and all presentments,

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demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

10.04Obligations Independent.

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


10.05Subrogation.

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

10.06Termination; Reinstatement.

This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Finance Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Finance Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Finance Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 10.06 shall survive termination of this Guaranty.

10.07Stay of Acceleration.

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

10.08Condition of Borrower.

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Finance Parties has any duty, and such Guarantor is not relying on the Finance Parties at any time, to disclose to it any information relating to the business, operations or financial condition of

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the Borrower or any other Guarantor (each Guarantor waiving any duty on the part of the Finance Parties to disclose such information and any defense relating to the failure to provide the same).

10.09Appointment of Borrower.

Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of the Loan Documents and all other documents and electronic platforms entered into in connection therewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

10.10Right of Contribution.

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

10.11Keepwell.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor's obligations and undertakings under this Article X voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Obligations have been paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a "keepwell, support, or other agreement" for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Article XI

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

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(i)waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(ii)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(e)Claims Reviewer. the Committee will deliver to the claims reviewer all documents pertinent to the review. the claims reviewer will make a prompt decision on the review. the decision on review will be written in a manner calculated to be understood by the claimant, and will include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.
(iii)postpone any date fixed by any Loan Document for (i) any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) under such Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility under any Loan Document without the written consent of each Appropriate Lender;
(iv)reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the first proviso to this Section 11.01) any fees or other amounts payable under any Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;
(v)change (i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(vi)change (i) any provision of this Section 11.01 or the definition of "Required Lenders" or "Required Class Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (ii) the definitions of "Required Revolving Lenders" or "Required Term Lenders" as each relates to the related Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender under such Facility;
(vii)[reserved];
(viii)release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(ix)release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under any Loan Document without the consent of each Lender; or
(x)directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders holding Commitments or Loans of any other Class without the written consent of the applicable Required Class Lenders;

and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the

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Administrative Agent under any Loan Document; and (B) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

(1)For Disability Claims, the Committee shall provide written notification of its decision to the claimant in a culturally and linguistically appropriate manner, including information on how to access non-English language services provided by the Plan. the notification shall include the information required to be included in the notice of the denial discussed in Section 9.2(c)(2). the decision (regardless of whether it is adverse to the claimant) shall be made within a reasonable time period but not later than 45 days after receipt of the claimant's request for review, unless the claims reviewer determines that special circumstances require an extension of time to process the claim. If such an extension is required, written notice of the extension must be furnished to the claimant before the end of the initial 45 Day period, explaining THE special circumstances AND THE time AND date A determination can be expected. In no event shall the extension exceed a period of 45 days from the end of the initial period.
(b)Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.
(c)Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

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

11.02Notices; Effectiveness; Electronic Communications.
(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)if to the Borrower or any other Loan Party or, the Administrative Agent, , to the address, fax number, e-mail address or telephone number specified for such Person on Schedule 1.01(a); and
(ii)if to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).

This Agreement was prepared by: Cahill Gordon & Reindel llp

32 Old Slip

New York, NY 10005

Attention: Sean Tierney

Phone: (212) 701-3141

E-mail: stierney@cahill.com

(b)Electronic Communications.
(i)Notices and other communications to the Administrative Agent or the Lenders, hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion); provided that the foregoing shall not apply to notices to any Lender, pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
(ii)Unless the Administrative Agent otherwise prescribes and except for delivery requirements satisfied by filing with the SEC as expressly provided herein, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c)The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any

(f)Legal Remedy. After exhaustion of the claims procedure as provided under this Plan, nothing will prevent any person from pursuing any other legal remedy.
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kind (whether in tort, contract or otherwise) arising out of the Borrower's, any Loan Party's or the Administrative Agent's transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.
(1)For Disability Claims.
(i)If the Plan fails to strictly adhere to all the procedures of this Section 9.2 with respect to a Disability Claim, and unless subsection (ii) applies, the claimant is deemed to have exhausted the Administrative Remedies; available under the Plan and is entitled to pursue any available remedies under Section 502(a) of ERISA. under such circumstances, the Disability claim or appeal is deemed denied on review without the exercise of discretion by an appropriate fiduciary.
(d)Change of Address, Etc. Each of the Borrower or the Administrative Agent, may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the "Private Side Information" or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender's compliance procedures and Applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through the "Public Side Information" portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.
(e)Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices, and Notice of Loan Prepayment) purportedly given by or on behalf of any Loan Party by the officer of the Loan Party specified hereunder even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party, subject to the limitations set forth in Section 11.04 of this Agreement. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
11.03No Waiver; Cumulative Remedies; Enforcement.
(a)No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under each Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
(b)Notwithstanding anything to the contrary contained in any Loan Document, the authority to enforce rights and remedies under the Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) under the Loan Documents, (b) [reserved], (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at

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(ii)A claimant will not be deemed to have exhausted the Administrative remedies available under the Plan if:
any time there is no Person acting as Administrative Agent under the Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
11.04Expenses; Indemnity; Damage Waiver.
(1)The violations of the procedure are de minimis and do not cause, and are not likely to cause, prejudice or harm to the claimant, and
(a)Costs and Expenses. The Loan Parties shall pay (i) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including (A) the reasonable attorneys' fees and charges of counsel for the Administrative Agent and its Affiliates and (B) due diligence expenses), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated thereby shall be consummated), (ii) [reserved] and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with the Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.
(2)The Committee demonstrates that the violation was for good cause or due to matters beyond the control of the claims, reviewer and that the violation occurred in the context of an ongoing, good faith exchange of information between the claims reviewer and the claimant.
(b)Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable, documented and invoiced fees, disbursements and other charges of one counsel (except to the extent that any Indemnitee or such counsel determines that separate counsel is necessary to avoid a conflict of interest)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of the Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned, leased or operated by a Loan Party or any of its Subsidiaries at any time, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other applicable legal theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee's obligations under any Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Arrangers, the Amendment No. 1 Arranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


This subsection (ii) is not, available if the violation is a part of a pattern or practice of violations by the Plan. The claimant may request a written explanation of the violation from the Committee and the Committee must provide such). explanation within 10 days, including a specific description of its basis, if any for asserting that the violation should not cause the procedures to be), deemed exhausted. If a court rejects the claimant's request for immediate review on the basis that the Plan met the standards for the exception under subsection (ii), the Disability claim shall be considered as refiled on appeal upon the Committee's receipt of the decision of the court, and the Committee must provide the claimant with notice of the resubmission within a reasonable period of time after The receipt of the court's decision.


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(c)Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent or such Related Party, as the case may be), such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender's share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).
(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of any Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with the Loan Documents or the transactions contemplated thereby.
(e)Payments. All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor.
(f)Survival. The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05Payments Set Aside.

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

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11.06Successors and Assigns.
10.1Termination of Plan. the Company may terminate the Plan at any time. in the event of a Plan termination, no new deferral elections shall be permitted However, after the Plan termination the Deferral Account balances of such Participants shall continue to be credited with deferrals attributable to any deferral election that was in effect, prior to the Plan termination to the extent necessary to comply with Code Section 409A, and additional amounts shall continue to be credited or debited to such Participants' Account balances pursuant to Article V. in addition, following a Plan termination, Participant Account balances shall remain in the Plan and shall not be distributed until, such amounts become eligible for distribution in accordance with the other Applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix) or as otherwise permitted under Code Section 409A, the Company may provide that upon termination of the Plan, all Deferral Account balances of the Participants shall be distributed, subject to and in accordance with any rules established by the Company deemed necessary to comply with Code Section 409A.
(a)Successors and Assigns Generally. The provisions of the Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment(s) and the Loans at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:
(i)Minimum Amounts.
(A)in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of this Section 11.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)in any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under the Loan Documents with respect to the Loans and/or the Commitment assigned, except that this clause (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.
(iii)Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06 and, in addition:

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(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and
(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.
(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower's Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), or (D) to any Disqualified Institution (provided that, for the purposes of this provision, Disqualified Institutions shall be deemed to be Eligible Assignees unless a list of Disqualified Institutions has been made available to all Lenders by the Borrower).
(vi)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this clause (b)(vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(vii)Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned

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

10.2Amendment. The Company may, at any time amend or modify The Plan in whole or in part. notwithstanding the foregoing, no amendment or modification shall be effective to decrease the value of a Participant's vested Account balance in existence at the time the amendment or modification is made

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender (with respect to such Lender's interest only), at any reasonable time and from time to time upon reasonable prior notice.
(d)Participations.
(i)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower, any of the Borrower's Affiliates or Subsidiaries or any Disqualified Institution (provided that, for the purposes of this provision, Disqualified Institutions shall be deemed to be eligible Participants unless a list of Disqualified Institutions has been made available to all Lenders by the Borrower)) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.
10.3Unsecured General Creditor. the benefits paid under the Plan shall be paid from the general assets of the Company, and the Participant and any Beneficiary or their heirs or successors shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. It is the intention of The Company that this Plan be unfunded for purposes of ERISA and the Code.
(ii)Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirements under Section

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10.4Restriction Against Assignment. the Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or entity. No part of a Participant's Accounts shall be liable for the debts, contracts, or engagements of any Participant Beneficiary, or their successors in interest nor shall a Participant's Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such Person have any right to alienate, anticipate, sell, transfer, commute, pledge encumber, or assign any benefits or payments hereunder in any manner whatsoever. no part of a Participant's Accounts shall be subject to any right of offset against or reduction for any amount payable by the Participant or Beneficiary, whether to the Company or any other party under any arrangement other than under the terms of this Plan.
3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered solely to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 11.06; provided that such Participant (A) shall be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant shall be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest amounts) of each Participant's interest in the Loans or other obligations under the Loan Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f)[Reserved].
11.07Treatment of Certain Information; Confidentiality.
(a)Treatment of Certain Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations,

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this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent to deliver Borrower Materials or notices to the Lenders or (viii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (ix) with the consent of the Borrower or to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07, (xi) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (xii) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 11.07. For purposes of this Section 11.07, "Information" means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of Loan Documents and the Commitments.

10.5Withholding. the Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes that, are required to be withheld by the Company In respect to such payment or this Plan. to the extent permissible under Code Section 409A, the Company shall have the right to reduce any payment (or other Compensation) by the amount of cash sufficient to provide the amount of said taxes.
(b)Non-Public Information. Each of the Administrative Agent and the Lenders acknowledges that (i) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with Applicable Law, including United States federal and state securities Laws.
(c)Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law.
(d)Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.
11.08Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders to the fullest extent permitted by Applicable Law to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under any Loan Document to such Lender or such Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under any Loan Document and although such obligations of the Borrower may be contingent or unmatured, secured or unsecured, or are

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10.6Code Section 409A. the Company intends that the Plan comply with the requirements of Code Section 409A (and all applicable Treasury Regulations and, other guidance issued thereunder) and shall be operated and interpreted consistent with that intent.
owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have under Applicable Law. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09Interest Rate Limitation.

10.7Effect of Payment. any payment made in good faith to a Participant or, the Participant's Beneficiary shall, to the extent thereof, be in full satisfaction of all claims against The Committee, its members, and the Company.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the "Maximum Rate"). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10Counterparts; Integration; Effectiveness.

Each Loan Document may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of any Loan Document, or any certificate delivered thereunder, by fax transmission or e-mail transmission (e.g., "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of such Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.
10.8Errors in Account Statements, Deferrals or Distributions. in the event an error is made in an Account statement, such error shall be corrected on the next statement following the date such error is discovered. in the event of an operational error, including, but not limited to errors involving deferral amounts, overpayments or underpayments, such operational error shall be corrected in a manner consistent with and as permitted by any correction procedures established under Code Section 409A. if any portion of a Participant's Account(s) under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A, the Committee may, determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A, or (ii) the unpaid vested Account balance.


11.11Survival of Representations and Warranties.

All representations and warranties made in any Loan Document or other document delivered pursuant thereto or in connection therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of

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any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

11.12Severability.

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

11.13Replacement of Lenders.
(a)If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under the Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);
(ii)such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(iii)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(iv)such assignment does not conflict with Applicable Laws; and
(v)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
10.9Domestic Relations Orders. Notwithstanding any provision in this Plan to the contrary, in the event that the Committee receives a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant's benefits under the Plan, the Committee shall have the right to immediately distribute the spouse's or former spouse's vested interest in the Participant's benefits under the Plan to such spouse or former spouse to the extent necessary to

(b)A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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(c)Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto.
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fulfill such domestic relations order, provided, that such distribution is in accordance with the requirements of Code Section 409A.
(d)Notwithstanding anything in this Section 11.13 to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.
10.10Employment Not Guaranteed. Nothing contained in THE Plan, nor ANY ACTION taken hereunder, SHALL BE CONSTRUED as a CONTRACT OF employment OR as giving ANY Participant ANY right TO continue THE provision OF services IN ANY capacity whatsoever TO THE Company.
11.14Governing Law; Jurisdiction; Etc.
(a)GOVERNING LAW. THE LOAN DOCUMENTS (EXCEPT, AS TO ANY LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT (EXCEPT, AS TO ANY LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS RELATING THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN ANY LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO ANY LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
10.11No Guarantee OF Tax Consequences. THE Company, Board, AND Committee make no commitment OR guarantee TO ANY Participant THAT ANY federal, state OR local tax treatment will apply OR be available TO ANY person eligible for benefits under THE Plan AND assume no liability whatsoever FOR THE tax consequences TO ANY Participant.
(c)WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION 11.14. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

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THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.12Successors of THE Company. THE rights AND obligations of the Company under the Plan shall inure to the benefit of, and shall be binding upon the successors and assigns of the Company.
11.15Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER APPLICABLE LEGAL THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

11.16Subordination.

Each Loan Party (a "Subordinating Loan Party") hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Finance Parties or resulting from such Subordinating Loan Party's performance under this Guaranty, to the payment in full in cash of all Obligations. If the Finance Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Finance Parties and the proceeds thereof shall be paid over to the Finance Parties on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 11.16, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.

11.17No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification of any Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Co-Manager, the Amendment No. 1 Arranger and the Lenders and their respective Affiliates are arm's-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Co-Manager, the Amendment No. 1 Arranger and the Lenders and their respective Affiliates, on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and

10.13Notice. any notice or filing required or permitted to be given to the Company or the Participant under this Agreement.shall be sufficient if in writing, and hand-delivered, or sent by registered or certified mail, in the case of the Company, to the principal office of the Company, directed to The attention of the Committee, and in the case of the Participant, to the last known address of the Participant indicated on the employment records of the Company. such notice shall be deemed given as of the date of delivery or if delivery is made by mail, as of the date shown on The postmark on, the receipt for registration or certification. Notices to the Company may be permitted by electronic communication according to specifications established by the Committee.
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understands and accepts, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) (i) the Administrative Agent, each Arranger, the Co-Manager, the Amendment No. 1 Arranger and each Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, any Arranger, the Co-Manager, the Amendment No. 1 Arranger nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in the Loan Documents; and (c) the Administrative Agent, the Arrangers, the Co-Manager, the Amendment No. 1 Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger, the Co-Manager, the Amendment No. 1 Arranger nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers, the Co-Manager, the Amendment No. 1 Arranger and the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions set forth in this Agreement.

11.18Electronic Execution; Electronic Records.
(a)This Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement or any Loan Document (each, a "Communication"), including Communications required to be in writing, may be in the form of an Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined below). Each of the Loan Parties, the Administrative Agent and each Lender agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each Lender may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record ("Electronic Copy"), which shall be deemed created in the ordinary course of such Person's business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent nor any Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent or any Lender has agreed to accept such Electronic Signature, the Administrative Agent and each Lender shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, "Electronic Record" and "Electronic Signature" shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

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(b)Neither the Administrative Agent nor any Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent's or such Lender's reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent and each Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
10.14Headings. Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.
(c)Each of the Loan Parties, the Administrative Agent and each Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement and/or such other Loan Document, and (ii) waives any claim against the Administrative Agent, any Lender or any Related Party for any liabilities arising solely from the Administrative Agent's, any Lender's or any Related Party's reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
10.15Gender, Singular and Plural. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural andthe plural as the singular.
11.19USA PATRIOT Act Notice.

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

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

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

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if applicable:


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(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
10.16Governing Law. the Plan is intended To be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. to the extent any provision of or legal issue relating to this Plan is not fully preempted by federal law, such issue or provision shall be governed by the laws of the state of Delaware.
11.21Time of the Essence.

Time is of the essence of the Loan Documents.

11.22Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, "QFC Credit Support", and each such QFC, a "Supported QFC"), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


(a)In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b)As used in this Section 11.22, the following terms have the following meanings:
in WITNESS WHEREOF, the undersigned duly authorized officer of the Company has approved the adoption OF this Plan on behalf of the Company.


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

"Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is

-111-


defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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


23

| | ADVANCED ENERGY INDUSTRIES, INC., |
| | |
| | as the Borrower |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |
Title: Senior Vice President & Chief Human Resources Officer


[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


| | AEI US SUBSIDIARY, LLC, |
| | |
| | as a Guarantor |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |
| | |
| | LUMASENSE TECHNOLOGIES HOLDINGS, INC., |
| | |
| | as a Guarantor |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |
| | |
| | LUMASENSE TECHNOLOGIES, INC., |
| | |
| | as a Guarantor |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |
| | |
| | ARTESYN EMBEDDED TECHNOLOGIES, INC., |
| | |
| | as a Guarantor |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |
| | |
| | ASTEC AMERICA LLC, |
| | |
| | as a Guarantor |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |

[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


| | BANK OF AMERICA, N.A., |
| | |
| | as Administrative Agent |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |

[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


| | BANK OF AMERICA, N.A., |
| | |
| | as a Lender |
| | |
| | By: |
| | |
| | Name: |
| | |
| | Title: |
| | |

[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


BANK OF THE WEST,

as a Lender

By:

Name:

Title:

[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


HSBC BANK USA, N.A.,

as a Lender

By:

Name:

Title:

[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


CITIBANK, N.A.,

as a Lender

By:

Name:

Title:

[AEI CREDIT AGREEMENT - SIGNATURE PAGE]

4837-4547-0712.3


| Summary report: |
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| Original filename: Advanced Energy - Exhibit A to Amendment No. 1 (Amended Credit Agreement).DOCX |
| Modified filename: Advanced Energy - Exhibit A to Amendment No. 2 (Amended Credit Agreement) [Execution Version].DOCX |
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EXHIBIT 31.1

I, Stephen D. Kelley, certify that:

| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2023 of Advanced Energy Industries, Inc.; |

| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |

| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |

| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |

| | a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |

| | b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |

| | c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |

| | d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |

| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |

| | a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |

| | b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |

Date: May 3, 2023

| | |
| | /s/ Stephen D. Kelley |
| | Stephen D. Kelley |
| | Chief Executive Officer |


EXHIBIT 31.2

I, Paul Oldham, certify that:

| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2023 of Advanced Energy Industries, Inc.; |

| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |

| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |

| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |

| | a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |

| | b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |

| | c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |

| | d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |

| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |

| | a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |

| | b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |

Date: May 3, 2023

| | |
| | /s/ Paul Oldham |
| | Paul Oldham |
| | Chief Financial Officer and Executive Vice President |


EXHIBIT 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

I hereby certify, pursuant to 18 U.S.C. Section 1350, that the accompanying Quarterly Report on Form 10-Q for the period ended March 31, 2023, of Advanced Energy Industries, Inc., fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Advanced Energy Industries, Inc.

Date: May 3, 2023

| | |
| | /s/ Stephen D. Kelley |
| | Stephen D. Kelley |
| | Chief Executive Officer |

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

I hereby certify, pursuant to 18 U.S.C. Section 1350, that the accompanying Quarterly Report on Form 10-Q for the period ended March 31, 2023, of Advanced Energy Industries, Inc., fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Advanced Energy Industries, Inc.

Date: May 3, 2023

| | |
| | /s/ Paul Oldham |
| | Paul Oldham |
| | Chief Financial Officer & Executive Vice President |

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.