Contract analysis

Section 1.1 Defined Terms. As used in this Consent and Waiver, the following terms shall have the meanings set forth below: "Capped Call Transactions" has the meaning set forth in Recital B, and shall include the ISDA Master Agreements (each based on the 2002 ISDA Master Agreement form) and related Confirmations to be entered into between the Borrower and each of the Capped Call Counterparties (Ridgepoint Capital Mar

Section 2.1 Consent to Incurrence of Convertible Notes. Subject to the terms and conditions of this Consent and Waiver, including the satisfaction (or waiver by the Administrative Agent) of each of the conditions precedent set forth in Section 5 hereof, the Administrative Agent and each of the undersigned Lenders (constituting at least the Required Lenders under the Credit Agreement) hereby consent to: (a) the Borrow

Section 2.2 Consent to Capped Call Transactions. The Administrative Agent and the undersigned Lenders further consent to the Borrower's entry into the Capped Call Transactions with the Capped Call Counterparties, including the execution, delivery, and performance by the Borrower of the related ISDA Master Agreements and Confirmations with each of Ridgepoint Capital Markets LLC and Northvane Financial Products LP, and

Section 2.3 Consent to Use of Proceeds. The Administrative Agent and the undersigned Lenders consent to the Borrower's application and use of the Net Proceeds of the Convertible Notes as follows: (i) payment of the cost of the Capped Call Transactions (in an aggregate amount not exceeding $28,750,000); (ii) repayment of $75,000,000 of outstanding borrowings under the Revolving Credit Facility; and (iii) general corpo

Section 2.4 Treatment as Permitted Additional Indebtedness. For purposes of Section 7.01(b) of the Credit Agreement and any other provision of the Credit Agreement or the other Loan Documents that restricts or limits the incurrence of Indebtedness by the Borrower, the Convertible Notes (in an aggregate principal amount not exceeding $287,500,000, together with any interest, fees, premiums, make-whole payments, and ot

Section 2.5 Limitations on Consent. The consent granted in this Section 2 is limited solely and exclusively to the specific matters described in Sections 2.1, 2.2, 2.3, and 2.4 above and shall not be construed as: (a) a consent to any other incurrence of Indebtedness by the Borrower or any Subsidiary, any other amendment, modification, or waiver of the Credit Agreement or any other Loan Document, or any other transac

Section 3.1 Waiver of Defaults. Effective upon the satisfaction of the conditions precedent set forth in Section 5 hereof, the Administrative Agent and each of the undersigned Lenders (constituting at least the Required Lenders) hereby waive any Default or Event of Default under the Credit Agreement that would arise solely and directly from: (a) the incurrence of the Convertible Notes and the entry into, execution, d

Section 3.2 Scope of Waiver. The waiver set forth in Section 3.1 is limited solely and exclusively to the specific Defaults and Events of Default described therein and shall not extend to, or be construed as a waiver of, any other Default or Event of Default, whether currently existing or hereafter arising, under the Credit Agreement or any other Loan Document. No course of dealing between the Borrower, the Administr

Section 4.1 Amendment to Definition of "Permitted Indebtedness." Section 1.01 of the Credit Agreement is hereby amended to add the following new clause (q) (or such other appropriate designation, as determined by the Administrative Agent) to the definition of "Permitted Indebtedness" (or, if such term is defined as "Permitted Additional Indebtedness," to the definition of "Permitted Additional Indebtedness"): "(q) In

Section 4.2 Amendment to Negative Covenants. To the extent necessary to give full effect to the consent and waiver set forth herein: (a) Section 7.01(b) of the Credit Agreement is hereby amended to expressly permit the incurrence of the Indebtedness described in Section 4.1 above without violation of any negative covenant contained therein. (b) To the extent that any covenant in the Credit Agreement restricting Inves

Section 4.3 Amendment to Reporting Covenants. In addition to the reporting obligations set forth in Article VI of the Credit Agreement, the Borrower shall: (a) provide the Administrative Agent with copies of the executed Indenture, the form of Convertible Note, and the executed Capped Call Confirmations (or, if the Borrower reasonably determines that the full Confirmations contain proprietary commercial terms, detail

Section 4.4 No Other Amendments. Except as expressly set forth in this Section 4, the Credit Agreement and all other Loan Documents shall remain in full force and effect, unmodified and unamended. The amendments set forth in this Section 4 shall be deemed to be amendments to the Credit Agreement for all purposes, and the Credit Agreement, as so amended, is hereby ratified and confirmed in all respects. SECTION 5 — CO

Section 5.1 Effectiveness Conditions. This Consent and Waiver shall become effective as of the date first written above (May 22, 2023) upon the satisfaction (or waiver by the Administrative Agent in its sole discretion) of each of the following conditions precedent: (a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Consent and Waiver, duly executed and delivered by the Borr

Section 5.2 Post-Closing Conditions. Within five (5) Business Days following the Convertible Notes Closing Date, the Borrower shall deliver to the Administrative Agent (with copies to each Lender, if requested by the Administrative Agent) each of the following: (a) a fully executed copy of the Indenture, dated as of the Convertible Notes Closing Date, between the Borrower and Broadmere Trust Company, N.A., as Trustee

Section 6.1 Reaffirmation. All representations and warranties of the Borrower set forth in Article V of the Credit Agreement and in each other Loan Document to which the Borrower is a party are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof, except to the extent that any such repre

Section 6.2 Due Authorization. The execution, delivery, and performance by the Borrower of this Consent and Waiver have been duly authorized by all necessary corporate action on the part of the Borrower, including the approval of the Board of Directors of the Borrower (or a duly authorized committee thereof). No other corporate action, consent, approval, or authorization is required on the part of the Borrower in con

Section 6.3 No Conflict. The execution, delivery, and performance of this Consent and Waiver by the Borrower, and the consummation of the Convertible Notes offering and the Capped Call Transactions, do not and will not: (a) violate the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Borrower; (b) violate any applicable law, statute, rule, regulation, order, judgment, decree

Section 6.4 Enforceability. This Consent and Waiver constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability affecting creditors' rights generally and (b) general principles

Section 6.5 No Default. After giving effect to this Consent and Waiver and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing or would result from the execution, delivery, and performance of this Consent and Waiver.

Section 6.6 Use of Proceeds. The proceeds of the Convertible Notes will be used solely as described in Recital B and Section 2.3 of this Consent and Waiver, including without limitation the repayment of $75,000,000 of outstanding borrowings under the Revolving Credit Facility. No portion of the proceeds of the Convertible Notes will be used, directly or indirectly, for any purpose that would violate any applicable la

Section 6.7 No Material Adverse Effect. Since December 31, 2022, no event, condition, change, development, or occurrence has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement). SECTION 7 — COVENANTS

Section 7.1 Repayment of Revolving Credit Facility. The Borrower covenants and agrees that, on or promptly following the Convertible Notes Closing Date (and in any event within three (3) Business Days thereof), the Borrower shall apply $75,000,000 of the Net Proceeds to the repayment of outstanding borrowings under the Revolving Credit Facility. Such repayment shall be made to the Administrative Agent for the pro rat

Section 7.2 Compliance with Convertible Notes Documents. The Borrower shall comply in all material respects with the terms and conditions of the Convertible Notes Documents and the Capped Call Transactions. The Borrower shall not amend, supplement, modify, or waive any provision of any Convertible Notes Document (including the Indenture, the Purchase Agreement, or any Capped Call Confirmation) in any manner that woul

Section 7.3 Unsecured Status. The Borrower shall not at any time grant, create, incur, assume, or suffer to exist any Lien on any property or asset of the Borrower or any of its Subsidiaries to secure the Convertible Notes, the obligations under the Indenture, or the obligations under the Capped Call Transactions. The Convertible Notes shall at all times remain unsecured obligations of the Borrower.

Section 7.4 Notification Obligations. The Borrower shall promptly, and in any event within five (5) Business Days, notify the Administrative Agent in writing upon the occurrence of any of the following: (a) any "Default" or "Event of Default" (as such terms are defined in the Indenture) under the Indenture or the Convertible Notes; (b) any "Fundamental Change" (as defined in the Indenture), including without limitati

Section 8.1 Reaffirmation. Except as expressly modified by this Consent and Waiver, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified, reaffirmed, and confirmed in all respects. The Borrower hereby reaffirms all of its obligations under the Credit Agreement and each other Loan Document to which it is a party, including without limitation the obligation to

Section 8.2 Liens and Collateral. All Liens heretofore granted under the Loan Documents (including without limitation the Security Agreement and any pledge agreements, mortgages, deeds of trust, or other collateral documents) as security for the Obligations under the Credit Agreement continue in full force and effect and are unimpaired, undiminished, and unaffected by this Consent and Waiver. Nothing contained herein

Section 8.3 References to Credit Agreement. On and after the effective date of this Consent and Waiver, (a) each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference in the other Loan Documents to the "Credit Agreement," shall mean and be a reference to the Credit Agreement as modified and amended by this Consent and Waiver, and (b) this C

Section 9.1 Governing Law. THIS CONSENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), CONSISTENT WITH THE GOVERNING LAW PROVI

Section 9.2 Counterparts. This Consent and Waiver may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent and Waiver by facsimile or other electronic transmission (including "PDF" or "TIFF" format) shall be effective as delivery of a

Section 9.3 Headings. The headings and captions in this Consent and Waiver are for convenience of reference only and shall not define, limit, or otherwise affect the construction or interpretation of any provision hereof.

Section 9.4 Severability. If any provision of this Consent and Waiver is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, the legality, validity, and enforceability of the remaining provisions of this Consent and Waiver shall not be affected or impaired thereby. Any illegal, invalid, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it leg

Section 9.5 Successors and Assigns. This Consent and Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns in accordance with the terms of the Credit Agreement. No party may assign or transfer its rights or obligations under this Consent and Waiver except in accordance with the provisions of the Credit Agreement governing assignments.

Section 9.6 Integration; Entire Agreement. This Consent and Waiver, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether oral or written, relating to such subject matter. There are no conditions to th

Section 9.7 No Third-Party Beneficiaries. Nothing in this Consent and Waiver, express or implied, is intended to or shall confer upon any Person (other than the parties hereto, the Lenders under the Credit Agreement, and their respective successors and permitted assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Consent and Waiver. Without limiting the foregoing, neither the Tr

Section 9.8 Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs, fees, and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery, and administration of this Consent and Waiver, including without limitation the reasonable fees, charges, and disbursements of Whitmore & Aldrich LLP,

II. Capped Call Transactions Summary

III. Use of Proceeds Summary Note: The foregoing Use of Proceeds table assumes full exercise of the Over-Allotment Option. If the Over-Allotment Option is not exercised, or is exercised only in part, the gross proceeds and applicable deductions will be adjusted accordingly. In such event, the Net Proceeds available for general corporate purposes will be correspondingly reduced. [End of Exhibit B] Term | Description I