Parent as Agent for Borrowers. Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (the “Borrower Agent”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Agent. Each Borrower hereby irrevocably appoints and authorizes the Borrower Agent # to provide Agent with all notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement, and # to take such action as the Borrower Agent deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan

Parent Guaranty. The Parent Company hereby guarantees the performance by Flagship of its obligations under this Agreement.

Holdings, Parent and Intermediate Parent as Holding Company. Each Borrower will not permit Holdings, Parent or Intermediate Parent to incur any liabilities (other than liabilities arising under the Loan Documents, the Restatement Date Merger Agreement and certain Subordinated Debt), own or acquire any assets (other than the Equity Interests of Parent and Intermediate Parent and their respective Subsidiaries, as applicable, or, with respect to Holdings, the Equity Interests of Dragonfly Eye Limited or its Subsidiaries) or engage itself in any operations or business, except as described in [Section 5.12], or in connection with its existence as a public company.

Payments by Borrowers; Presumptions by Administrative Agent. With respect to any payment that is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder, unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.

Agent. For purposes of this Agreement, the term “Agent” of the Company means any person who: # is or was a director, officer, employee, agent, or other fiduciary of the Company or a subsidiary of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee, agent, or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise. References to “serving at the request of the Company” shall include, but not be limited to, any service as a director, officer, employee or agent of the Company or any other entity which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries, including as a deemed fiduciary thereto.

“Borrowers” means the Parent Borrower and the Subsidiary Borrowers, collectively.

the Administrative Agent shall have received from the Borrowers for the ratable account of each Increase Loan Lender, a commitment fee in an amount equal to 0.25% of the principal amount of such Increase Loan Lender’s 2015 Revolver Commitment Increase as set forth in the third column of [Schedule 1] hereof; C. the Administrative Agent shall have received a written legal opinion of # Weil, Gotshal & Manges LLP, special counsel to Parent and the Borrowers and # McNees Wallace & Nurick LLC, special Pennsylvania counsel to Parent and the Borrowers, in each case, addressed to the Lenders and the Administrative Agent, dated the Third Amendment Effective Date, and in form and substance usual and customary for transactions such as those contemplated hereby; D. the Administrative Agent shall have received a Borrowing Request;

"Sustainability KPI Compliance Certificate" means, with respect to the relevant financial year, an annual statement that includes the KPI Score achieved by the Ultimate Parent in relation to each of the Sustainability KPI's, signed by the Ultimate Parent and provided by the Borrowers or the Ultimate Parent to the Agent each year, substantially in the form set out in [Schedule 15] (Form of Sustainability KPI Compliance Certificate).

THE SUBSIDIARIES of the Parent listed in Part I of [Schedule 1] as borrowers (the "Borrowers");

Parent as a Holding Company. Parent is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Senior Notes Documents, the Convertible Bond Hedge Documents and the Warrant Transaction Documents to which it is a party), own any material assets (other than # as of the Closing Date, the Equity Interests of Borrower, # at any time after the Closing Date, the Equity Interests of Borrower and any other Subsidiary (provided that Borrower has complied with [Section 5.11] with respect to each such Subsidiary) acquired in connection with the consummation of Permitted Acquisitions, # proceeds of issuances of Equity Interests to the extent such issuances are permitted under this Agreement, # proceeds of Restricted Payments received from Subsidiaries and permitted under this Agreement, so long as the proceeds of any such Restricted Payment are used substantially concurrently by Parent for such permitted purpose, # its rights under the Convertible Bond Hedge Documents, and # the Parent Trademark) or engage in any operations or business (other than the ownership of Borrower and its Subsidiaries and its operations as a holding company expressly permitted to be engaged in by Parent under this Agreement).