Exhibit
10.2


 


EXECUTION
VERSION


 


AMENDMENT
NO. 1 TO FIRST LIEN CREDIT AGREEMENT


 


This
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 8, 2020 (this “Amendment”), is entered into
by and among Convey Health Solutions, Inc., a Delaware corporation (the “Borrower”), Ares Capital Corporation,
as administrative agent and collateral agent (in such capacities, including any successor thereto, the “Administrative
Agent”), the Term Lenders party hereto, the 2020 Incremental Term Lenders party hereto and, solely for the purposes
of Section 5(e) below, Convey Health Parent, Inc., a Delaware corporation (“Holdings”).


 


WHEREAS,
the Borrower, Holdings, the Administrative Agent, SunTrust Bank, as Priority Revolving Agent and the lenders from time to time
party thereto are party to that certain First Lien Credit Agreement dated as of September 4, 2019 (as amended, supplemented or
otherwise modified prior to the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined
in this Amendment have the same meanings as specified in the Credit Agreement);


 


WHEREAS,
(i) pursuant to Section 2.14(1) of the Credit Agreement, the Borrower has delivered to the Administrative Agent an Incremental
Loan Request for a new Class of Term Loans in an aggregate principal amount of $25,000,000 and (ii) the Borrower has requested
that each financial institution signatory hereto as an Incremental Term Lender (in such capacity, each a “2020 Incremental
Term Lender”) provide, pursuant to Section 2.14 of the Credit Agreement, an Incremental Term Commitment (the “2020
Incremental Term Loan Commitment”) under the Amended Credit Agreement (as defined below), and make Incremental Term
Loans (with respect to each 2020 Incremental Term Lender, its “2020 Incremental Term Loans”) in an aggregate
principal amount equal to $25,000,000 on the Amendment No. 1 Effective Date (as defined below), and each 2020 Incremental Term
Lender is prepared to provide its 2020 Incremental Term Loan Commitment and to make the 2020 Incremental Term Loans pursuant to
the Amended Credit Agreement in the principal amount set forth opposite such 2020 Incremental Term Lender’s name under the
heading “2020 Incremental Term Loan Commitment” on Schedule 2.01 to the Credit Agreement as amended by this
Amendment (the “Amended Credit Agreement”), in each case subject to the other terms and conditions set forth
herein;


 


WHEREAS,
the Borrower, the 2020 Incremental Term Lenders and the Administrative Agent are entering into this Amendment in order to evidence
such 2020 Incremental Term Loan Commitments and such 2020 Incremental Term Loans in accordance with Section 2.14(6) of the Credit
Agreement;


 


WHEREAS,
the Borrower, the Term Lenders and the Administrative Agent desire to amend and modify the Credit Agreement in accordance with
and subject to the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties hereto hereby agree as follows:




     


     


    



SECTION
1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date and subject
to the satisfaction of the conditions precedent set forth in Section 4 hereof, hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to
add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.Schedule 2.01 of
the Credit Agreement is, effective as of the Amendment No. 1 Effective Date and subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, hereby amended to add the following thereto:


 


2020
Incremental Term Loan Commitments


 


	2020 Incremental Term Lender	 	2020 Incremental 

Term Loan 

Commitment	 	 	Pro Rata Share	 
	Ares Capital Corporation	 	$	2,360,007.62	 	 	 	9.44003048	%
	CADEX Credit Financing, LLC	 	$	368,349.24	 	 	 	1.47339696	%
	Ares Centre Street Partnership, L.P.	 	$	49,607.06	 	 	 	0.19842824	%
	Ares Jasper Fund, L.P.	 	$	42,952.45	 	 	 	0.17180980	%
	Ares ND CSF Holdings LLC	 	$	208,902.29	 	 	 	0.83560916	%
	Ares Credit Strategies Insurance Dedicated Fund Series Interests of SALI Multi-Series Fund, L.P.	 	$	84,665.90	 	 	 	0.33866360	%
	Ares Senior Direct Lending Master Fund Designated Activity Company	 	$	3,702,213.93	 	 	 	14.80885572	%
	Ares Senior Direct Lending Parallel Fund (L), L.P.	 	$	656,059.24	 	 	 	2.62423696	%
	Ares Senior Direct Lending Parallel Fund (U), L.P.	 	$	555,597.06	 	 	 	2.22238824	%
	Ares SDL Holdings (U) Inc.	 	$	317,348.71	 	 	 	1.26939484	%
	Ares SFERS Holdings LLC	 	$	304,238.07	 	 	 	1.21695228	%
	ADF I Holdings LLC	 	$	169,729.50	 	 	 	0.67891800	%
	AC American Fixed Income IV, L.P.	 	$	862,591.46	 	 	 	3.45036584	%
	Federal Insurance Company	 	$	63,633.46	 	 	 	0.25453384	%
	Great American Insurance Company	 	$	62,871.11	 	 	 	0.25148444	%
	Great American Life Insurance Company	 	$	188,613.33	 	 	 	0.75445332	%
	Bowhead IMC LP	 	$	850,275.47	 	 	 	3.40110188	%
	AN Credit Strategies Fund, L.P.	 	$	402,344.10	 	 	 	1.60937640	%
	PSP Investments Credit USA LLC	 	$	11,250,000.00	 	 	 	45.00000000	%
	NMF SLF I, Inc.	 	$	2,500,000.00	 	 	 	10.00000000	%
	Total	 	$	25,000,000.00	 	 	 	100.00000000	%







    2 


     


    



SECTION
2. The 2020 Incremental Term Loan Commitment and the 2020 Incremental Term Loans. In accordance with Section 2.14 of the
Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the Amendment
No. 1 Effective Date, each 2020 Incremental Term Lender hereby agrees that such 2020 Incremental Term Lender (i) shall have, as
contemplated by this Amendment and the Amended Credit Agreement, a 2020 Incremental Term Loan Commitment under the Amended Credit
Agreement in an amount equal to the amount set forth opposite such 2020 Incremental Term Lender’s name under the heading
 “2020 Incremental Term Loan Commitment” on Schedule 2.01 to the Amended Credit Agreement and (ii) shall be deemed
to be, and shall become, a “2020 Incremental Term Lender”, an “Additional Lender”, a “Term Lender”,
a “Lender” and a “Secured Party” for all purposes of, and subject to all the obligations of a “2020
Incremental Term Lender”, an “Additional Lender”, a “Term Lender”, a “Lender” and a
 “Secured Party” under, the Amended Credit Agreement and the other Loan Documents. The Borrower and the Administrative
Agent hereby agree that from and after the Amendment No. 1 Effective Date each 2020 Incremental Term Lender shall be deemed to
be, and shall become, a “2020 Incremental Term Lender”, an “Additional Lender”, a “Term Lender”,
a “Lender” and a “Secured Party” for all purposes of, and with all the rights and remedies of a “2020
Incremental Term Lender”, an “Additional Lender”, a “Term Lender”, a “Lender” and a
 “Secured Party” under, the Amended Credit Agreement and the other Loan Documents. The 2020 Incremental Term Loans
shall constitute “Incremental Term Loans” as defined in the Credit Agreement.


 


(b)
In accordance with Section 2.14 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section
4 hereof, on and as of the Amendment No. 1 Effective Date, each 2020 Incremental Term Lender party hereto hereby agrees that such
2020 Incremental Term Lender shall make 2020 Incremental Term Loans to the Borrower pursuant to Section 2.01(1)(b) of the Amended
Credit Agreement on the Amendment No. 1 Effective Date in a principal amount not to exceed its 2020 Incremental Term Loan Commitment
under the Amended Credit Agreement.


 


(c)
The 2020 Incremental Term Loans shall (i) constitute a new Class of Incremental Term Loans under Section 2.14(2) of the Credit
Agreement, (ii) be secured on a pari passu basis with the Obligations (without regard to the control of remedies) by the
Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Collateral Documents and (iii) be guaranteed
in the same manner and to the same extent by the Loan Parties that guarantee the Obligations.




    3 


     


    



(d)
The 2020 Incremental Term Loans shall not accrue interest for any period prior to the Amendment No. 1 Effective Date and the Borrower
shall not be required to pay interest on the 2020 Incremental Term Loans pursuant to Section 2.08 of the Credit Agreement for
any period prior to the Amendment No. 1 Effective Date.


 


SECTION
3. Reference to and Effect on the Loan Documents. On and after the Amendment No. 1 Effective Date, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring
to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,
 “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to
the Amended Credit Agreement, and any reference to “Obligations” shall mean and be a reference to the “Obligations”
under the Amended Credit Agreement.


 


(b)
On and after the Amendment No. 1 Effective Date, the Credit Agreement, as specifically amended by this Amendment, and the other
Loan Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.


 


(c)
From and after the Amendment No. 1 Effective Date, this Amendment shall be deemed an Incremental Amendment and a Loan Document
for all purposes under the Amended Credit Agreement and the other Loan Documents.


 


(d)
The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan
Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement
and the other Loan Documents as in effect prior to the Amendment No. 1 Effective Date.


 


SECTION
4. Conditions of Effectiveness. The obligations of the 2020 Incremental Term Lenders to make 2020 Incremental Term Loans
under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 1 hereof shall become effective
as of the first date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been
satisfied (or waived by the Term Lenders and the 2020 Incremental Term Lenders):


 


(a)     The
Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower, Holdings, the Administrative
Agent, the Term Lenders and the 2020 Incremental Term Lenders and (ii) the Guarantor Consent and Reaffirmation attached hereto
(the “Guarantor Consent”) executed by each Guarantor.


 


(b)     The
Administrative Agent shall have received a customary legal opinion from (i) Davis Polk & Wardwell LLP, counsel to the Loan
Parties and (ii) each local counsel to the Loan Parties listed on Schedule 5(b) to this Amendment.


 


(c)     
The Administrative Agent shall have received, with respect to each Loan Party, certificates of good standing from the secretary
of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates
of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying
true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor
Consent.




    4 


     


    



(d)
      The Administrative Agent shall have received (i) a Committed Loan Notice no later than 1:00 p.m.,
New York time, three (3) Business Days (in the case of Eurodollar Rate Loans) or two (2) Business Days (in the case of Base Rate
Loans), in each case prior to the requested date of the Borrowing in respect of the 2020 Incremental Term Loans and (ii) an Incremental
Loan Request; provided that this Amendment shall be deemed to be the Incremental Loan Request with respect to the 2020 Incremental
Term Loans for purposes of the Amended Credit Agreement and all parties hereto hereby agree that this Amendment shall satisfy
all requirements under the Amended Credit Agreement for the Incremental Loan Request with respect to the 2020 Incremental Term
Loans.


 


(e)
      All fees (including fees required to be paid pursuant to the fee letter dated as of the date hereof,
by and among the Borrower and the 2020 Incremental Term Lenders) and expenses (in the case of expenses, to the extent invoiced
at least three (3) Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower))
required to be paid under the Credit Agreement on or prior to the Amendment No. 1 Effective Date shall have been paid, or shall
be paid substantially concurrently with the Borrowing of 2020 Incremental Term Loans on the Amendment No. 1 Effective Date.


 


(f)
      The Administrative Agent shall have received an unaudited pro forma consolidated balance sheet of
the Borrower as of February 29, 2020, prepared after giving effect to the 2020 Incremental Term Loans.


 


(g)
      The Administrative Agent shall have received at least two (2) Business Days prior to the Amendment
No. 1 Effective Date (or such shorter period as may be acceptable to the Administrative Agent) all documentation and other information
in respect of the Borrower and the Guarantors (including, if the Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required under applicable
 “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act and Beneficial
Ownership Regulations) that has been reasonably requested in writing by the Administrative Agent at least three (3) Business Days
prior to the Amendment No. 1 Effective Date.


 


(h)
      The Administrative Agent shall have received a solvency certificate from a Financial Officer of
the Borrower (after giving effect to the Amendment and the 2020 Incremental Term Loans) substantially in the form attached as
Exhibit I to the Amended Credit Agreement.


 


For
purposes of determining compliance with the conditions specified in this Section 4, the Administrative Agent, each Term Lender
and each 2020 Incremental Term Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory
to the Administrative Agent, a Term Lender or a 2020 Incremental Term Lender, as applicable, unless, in the case of a Term Lender
or a 2020 Incremental Term Lender, the Administrative Agent shall have received notice from such Term Lender or 2020 Incremental
Term Lender prior to the proposed Amendment No. 1 Effective Date specifying its objection thereto.




    5 


     


    



SECTION
5. Representations and Warranties.


 


(1)
      The Borrower (and, to the extent set forth in clause (e) below, Holdings) hereby represents and
warrants to the Administrative Agent, the Term Lenders and the 2020 Incremental Term Lenders as of the Amendment No. 1 Effective
Date that:


 


(a)
      The execution, delivery and performance by the Borrower of this Amendment and the execution, delivery
and performance by each Guarantor of the Guarantor Consent has been duly authorized by all necessary corporate or other organizational
action;


 


(b)
      None of the execution, delivery or performance by the Borrower of this Amendment or the execution,
delivery or performance by any Guarantor of the Guarantor Consent will (i) contravene the terms of any of the Borrower’s
or any Guarantor’s Organizational Documents, (ii) result in any breach or contravention of, or the creation of any Lien
upon any of the property or assets of the Borrower or any of the Restricted Subsidiaries (other than as permitted by Section 7.01
of the Credit Agreement) under (A) any material Contractual Obligation evidencing Indebtedness having an aggregate principal amount
in excess of the Threshold Amount to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan
Party or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party
or its property is subject; or (iii) violate any applicable Law; except with respect to any breach, contravention or violation
(but not creation of Liens) referred to in the preceding clauses (ii) and (iii), to the extent that such breach, contravention
or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(c)
      This Amendment has been duly executed and delivered by the Borrower, and the Guarantor Consent has
been duly executed and delivered by each Guarantor. This Amendment constitutes a legal, valid and binding obligation of the Borrower,
and the Guarantor Consent constitutes a legal, valid and binding obligation of each Guarantor, enforceable against the Borrower
and each Guarantor, as applicable, in accordance with its terms, except as such enforceability may be limited by Debtor Relief
Laws, by general principles of equity and by principles of good faith and fair dealing;


 


(d)
      Each Loan Party and each of its respective Restricted Subsidiaries that is a Material Subsidiary
is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation
or organization (to the extent such concept exists in such jurisdiction);


 


(e)
      The representations and warranties of the Borrower and Holdings contained in Article V of the Amended
Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment No.
1 Effective Date (provided that, to the extent that such representations and warranties specifically refer to an earlier date,
they shall be true and correct in all material respects as of such earlier date and any representation and warranty that is qualified
as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates); and




    6 


     


    



(f)
      Immediately after giving effect to this Amendment, no Event of Default shall exist after giving
effect to the making of the 2020 Incremental Term Loans.


 


SECTION
6. Execution in Counterparts; Effectiveness. This Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic
imaging (including in.pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment.
Except as provided in Section 4, this Amendment shall become effective when it shall have been executed by the Borrower, Holdings,
the Administrative Agent, the Term Lenders and the 2020 Incremental Term Lenders. Section 10.13 of the Amended Credit Agreement
is incorporated herein by reference, mutatis mutandis.


 


SECTION
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Clauses (2) and (3) of Section 10.16 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.


 


SECTION
8. WAIVER OF RIGHT OF TRIAL BY JURY. EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 8.


 


SECTION
9. REAFFIRMATION. As of the Amendment No. 1 Effective Date, the Borrower hereby (a) ratifies, acknowledges and reaffirms
each prior grant of a Lien on, or security interest or pledge in, its Collateral made pursuant to the Loan Documents, in each
case, as amended by the Amendment, and confirms that such Liens and security interests continue to secure the Obligations in effect
after giving effect to the Amendment and the making of the 2020 Incremental Term Loans, in each case subject to the terms of the
Amendment and the Amended Credit Agreement and (b) confirms that the obligations of the Loan Parties with respect to the 2020
Incremental Term Loans shall constitute, from and after the making of the 2020 Incremental Term Loans, Obligations, Guaranteed
Obligations (as defined in the Guaranty) and Secured Obligations (as defined in the Security Agreement) and agrees that the security
interests in connection therewith remain in full force and effect.




    7 


     


    



SECTION
10. Post-Closing Covenant. The Borrower covenants that within 30 Business Days (which, for purposes of this Section 10,
shall not include any day on which the Uniform Commercial Code filing office in the relevant jurisdiction requested by the Administrative
Agent is not open) after the Amendment No. 1 Effective Date (or such later date as the Administrative Agent reasonably agrees
to in writing), the Administrative Agent shall have received copies of a recent lien search in each jurisdiction reasonably requested
by the Administrative Agent with respect to the Loan Parties.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]




    8 


     


    



IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective authorized officers as of the date
first above written.


 


	 	CONVEY HEALTH  PARENT,
    INC 

CONVEY HEALTH  SOLUTIONS, INC.
	 	 	 
	 	By:	/s/ Timothy
    Fairbanks
	 	 	Name: Timothy Fairbanks
	 	 	Title: Chief Financial Officer


 


[Signature
Page to Amendment No. 1 to First Lien Credit Agreement]




     


     


    



	 	ARES CAPITAL CORPORATION,
    as Administrative Agent
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES CAPITAL CORPORATION,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	CADEX CREDIT FINANCING, LLC,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES CENTRE STREET PARTNERSHIP,
    L.P., as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Centre Street GP, Inc.,
    as general partner
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES JASPER FUND, L.P., as
    a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	ARES ND CSF HOLDINGS LLC,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    as servicer
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES CREDIT STRATEGIES INSURANCE
    DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.,as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Management LLC, its investment
    subadvisor
	 	By: Ares Capital Management LLC,
    as subadvisor
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES SENIOR DIRECT LENDING MASTER
    FUND DESIGNATED ACTIVITY COMPANY, as a 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	ARES SENIOR DIRECT LENDING PARALLEL
    FUND (L), L.P., as a 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES SENIOR DIRECT LENDING PARALLEL
    FUND (U), L.P., as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES SDL HOLDINGS (U) INC.,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES SFERS HOLDINGS LLC,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By : Ares Capital Management LLC,
    its servicer
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	ADF I HOLDINGS LLC, as a
    Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    as servicer
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	AC AMERICAN FIXED INCOME IV,
    L.P., as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	FEDERAL INSURANCE COMPANY,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	GREAT AMERICAN INSURANCE COMPANY,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager 
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	GREAT AMERICAN LIFE INSURANCE
    COMPANY, as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	BOWHEAD IMC LP, as a Term
    Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	AN CREDIT STRATEGIES FUND, L.P.,
    as a Term Lender and 2020 Incremental Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	SWISS REINSURANCE AMERICA CORPORATION,
    as a Term Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	SDL FINANCE 1 LP, as a Term
    Lender
	 	By: Ares Capital Management LLC,
    as servicer
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	SDL FINANCE 2 LP, as a Term
    Lender
	 	By: Ares Capital Management LLC,
    as servicer
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 
	 	 	 
	 	ARES SENIOR DIRECT LENDING PARALLEL
    FUND (U) B, L.P., as a Term Lender
	 	 	 
	 	By: Ares Capital Management LLC,
    its investment manager
	 	 	 
	 	By:	/s/ Scott
    Lem
	 	Name:	Scott Lem 
	 	Title:	Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	NMF SLF I, Inc., as a 2020
    Incremental Term Lender
	 	 	 
	 	By:	/s/ John
    R. Kline
	 	 	Name: John R. Kline
	 	 	Title: Authorized Person
	 	 	 
	 	NEW MOUNTAIN FINANCE SBIC, L.P.,
    as a wholly-owned subsidiary of New Mountain Finance Corporation, as a Term Lender
	 	 	 
	 	By:	/s/ John
    R. Kline
	 	 	Name: John R. Kline
	 	 	Title: Principal


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



	 	PSP INVESTMENTS CREDIT USA LLC,
    as a Term Lender and 2020 Incremental Term Lender
	 	 	 
	 	By:	/s/ Charlotte
    Muellers
	 	 	Name: Charlotte Muellers
	 	 	Title: Authorized Signatory 
	 	 	 
	 	By:	/s/ Ian
    Palmer
	 	 	Name: Ian Palmer
	 	 	Title: Authorized Signatory 


 


[Amendment
No. 1 to First Lien Credit Agreement]




     


     


    



ANNEX
A


 


Amended
Credit Agreement






     


     


    



EXECUTION
VERSION


 


Conformed
for the Amendment No. 1 to First Lien Credit Agreement dated April 8, 2020


 


The
Florida documentary stamp tax required by law in the amount of $2,450 has been paid or will be paid directly to the Department
of Revenue.


 


	 


FIRST
LIEN CREDIT AGREEMENT


 


Dated
as of September 4, 2019


 


among


 


CANNES
CHS MERGER SUB, INC.,


as
the Initial Borrower, which on the Closing Date shall be merged with and into,


 


CONVEY
HEALTH SOLUTIONS, INC.,


with
Convey Health Solutions, Inc. surviving such merger as the Borrower,


 


CONVEY
HEALTH PARENT, INC.,


as Holdings,


 


ARES
CAPITAL CORPORATION,


as
Administrative Agent and Collateral Agent,


 


SUNTRUST
BANK,


as
Priority Revolving Agent, Issuing Bank and Swing Line Lender,


 


and


 


THE
OTHER LENDERS PARTY HERETO


 





 



 


ARES
CAPITAL MANAGEMENT LLC, and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Lead Arrangers and Joint Bookrunners


 


	 




     


     


    



Table
of Contents


 


	 	 	Page
	Article
    I
	 
	Definitions
    and Accounting Terms
	 	 	 






	SECTION 1.01	Defined
    Terms	2
	SECTION 1.02	Other Interpretive
    Provisions	108111
	SECTION 1.03	Accounting Terms	110112
	SECTION 1.04	Rounding	110113
	SECTION 1.05	References to
    Agreements, Laws, etc.	110113
	SECTION 1.06	Times of Day
    and Timing of Payment and Performance	111113
	SECTION 1.07	Pro Forma and
    Other Calculations	111113
	SECTION 1.08	Available Amount
    Transaction	116118
	SECTION 1.09	Guaranties of
    Hedging Obligations	116118
	SECTION 1.10	Currency Generally	116119
	SECTION 1.11	Letters of Credit	117119
	SECTION 1.12	LIBOR Discontinuation	117119
	 	 	 
	Article
    II
	 	 	 
	The Commitments
    and Borrowings
	 	 	 
	SECTION 2.01	The Loans	117120
	SECTION 2.02	Borrowings, Conversions
    and Continuations of Loans	118120
	SECTION 2.03	Letters of Credit	121124
	SECTION 2.04	Swing Line Loans	131134
	SECTION 2.05	Prepayments	134137
	SECTION 2.06	Termination or
    Reduction of Commitments	148151
	SECTION 2.07	Repayment of
    Loans	149152
	SECTION 2.08	Interest	150153
	SECTION 2.09	Fees	150153
	SECTION 2.10	Computation of
    Interest and Fees	151154
	SECTION 2.11	Evidence of Indebtedness	151154
	SECTION 2.12	Payments Generally	152155
	SECTION 2.13	Sharing of Payments	154157
	SECTION 2.14	Incremental Facilities	155158
	SECTION 2.15	Refinancing Amendments	164168
	SECTION 2.16	Extensions of
    Loans	166170
	SECTION 2.17	Defaulting Lenders	171175
	SECTION 2.18	Prepayment Premium	173176
	 	 	 
	Article
    III
	 	 	 
	Taxes,
    Increased Costs Protection and Illegality
	 	 	 
	SECTION 3.01	Taxes	173177
	SECTION 3.02	Illegality	177182
	SECTION 3.03	Inability to
    Determine Rates	178182
	SECTION 3.04	Increased Cost
    and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	178183
	SECTION 3.05	Funding Losses	179184
	SECTION 3.06	Matters Applicable
    to All Requests for Compensation	180184
	SECTION 3.07	Replacement of
    Lenders under Certain Circumstances	181185
	SECTION 3.08	Survival	183187






     i


     


    



	 	 	Page
	 	 	 
	Article
    IV
	 	 	 
	Conditions
    Precedent to Credit Extensions
	 	 	 
	SECTION 4.01	Conditions to
    Credit Extensions on Closing Date	183187
	SECTION 4.02	Conditions to
    Credit Extensions after the Closing Date	186190
	 	 	 
	Article
    V
	 	 	 
	Representations
    and Warranties
	 	 	 
	SECTION 5.01	Existence, Qualification
    and Power; Compliance with Laws	187191
	SECTION 5.02	Authorization;
    No Contravention	187192
	SECTION 5.03	Governmental
    Authorization	188192
	SECTION 5.04	Binding Effect	188192
	SECTION 5.05	Financial Statements;
    No Material Adverse Effect	188193
	SECTION 5.06	Litigation	189193
	SECTION 5.07	Labor Matters	189193
	SECTION 5.08	Ownership of
    Property; Liens	189194
	SECTION 5.09	Environmental
    Matters	189194
	SECTION 5.10	Taxes	189194
	SECTION 5.11	ERISA Compliance	190194
	SECTION 5.12	Subsidiaries	190195
	SECTION 5.13	Margin Regulations;
    Investment Company Act	190195
	SECTION 5.14	Disclosure	191195
	SECTION 5.15	Intellectual
    Property; Licenses, etc.	191195
	SECTION 5.16	Solvency	191196
	SECTION 5.17	USA PATRIOT Act;
    Anti-Terrorism Laws	191196
	SECTION 5.18	Collateral Documents	191196
	 	 	 
	Article
    VI
	 	 	 
	Affirmative
    Covenants
	 	 	 
	SECTION 6.01	Financial Statements	192197
	SECTION 6.02	Certificates;
    Other Information	194199
	SECTION 6.03	Notices	196200
	SECTION 6.04	Payment of Obligations	196201
	SECTION 6.05	Preservation
    of Existence, etc.	196201
	SECTION 6.06	Maintenance of
    Properties	197201
	SECTION 6.07	Maintenance of
    Insurance	197202
	SECTION 6.08	Compliance with
    Laws	197202
	SECTION 6.09	Books and Records	197202
	SECTION 6.10	Inspection Rights	197202
	SECTION 6.11	Covenant to Guarantee
    Obligations and Give Security	198203
	SECTION 6.12	Further Assurances
    and Post-Closing Covenant	199204
	SECTION 6.13	Use of Proceeds	199204
	SECTION 6.14	[Reserved]
    Payment of Earn-Outs	200205
	SECTION 6.15	Transactions
    with Affiliates	200205
	 	 	 
	Article
    VII
	 	 	 
	Negative
    Covenants
	 	 	 
	SECTION 7.01	Liens	204210
	SECTION 7.02	Indebtedness	204210
	SECTION 7.03	Fundamental Changes	214220
	SECTION 7.04	Asset Sales	217223






     ii


     


    



	 	 	Page
	 	 	 
	SECTION 7.05	Restricted Payments	219225
	SECTION 7.06	Change in Nature
    of Business	229235
	SECTION 7.07	Burdensome Agreements	229235
	SECTION 7.08	Accounting Changes	232238
	SECTION 7.09	Holdings	232238
	SECTION 7.10	Financial Covenant	233239
	SECTION 7.11	Modification
    of Terms of Junior Indebtedness	234240
	 	 	 
	Article
    VIII
	 	 	 
	Events
    of Default and Remedies
	 	 	 
	SECTION 8.01	Events of Default	234240
	SECTION 8.02	Remedies upon
    Event of Default	236243
	SECTION 8.03	Application of
    Funds	237244
	SECTION 8.04	Right to Cure	240246
	 	 	 
	Article
    IX
	 	 	 
	The Agents
	 	 	 
	SECTION 9.01	Appointment and
    Authorization.	241248
	SECTION 9.02	Rights as a Lender	244250
	SECTION 9.03	Exculpatory Provisions	244251
	SECTION 9.04	Lack of Reliance
    on the Administrative Agent and Priority Revolving Agent	246252
	SECTION 9.05	Certain Rights
    of the Administrative Agent and Priority Revolving Agent	246253
	SECTION 9.06	Reliance by the
    Administrative Agent and the Priority Revolving Agent	247253
	SECTION 9.07	Delegation of
    Duties	247254
	SECTION 9.08	Indemnification	247254
	SECTION 9.09	The Administrative
    Agent and the Priority Revolving Agent in Their Individual Capacities	248255
	SECTION 9.10	No Other Duties,
    Etc.	249255
	SECTION 9.11	Resignation by
    the Administrative Agent or Priority Revolving Agent	249256
	SECTION 9.12	Collateral Matters	251257
	SECTION 9.13	Administrative
    Agent May File Proofs of Claim	252258
	SECTION 9.14	Appointment of
    Supplemental Administrative Agents	253260
	SECTION 9.15	Intercreditor
    Agreements	254260
	SECTION 9.16	Secured Cash
    Management Agreements and Secured Hedge Agreements	254261
	SECTION 9.17	Withholding Tax	255261
	 	 	 
	Article
    X
	 	 	 
	Miscellaneous
	 	 	 
	SECTION 10.01	Amendments, etc.	255262
	SECTION 10.02	Notices and Other
    Communications; Facsimile Copies	263270
	SECTION 10.03	No Waiver; Cumulative
    Remedies	265272
	SECTION 10.04	Costs and Expenses	266272
	SECTION 10.05	Indemnification
    by the Borrower	266273
	SECTION 10.06	Marshaling; Payments
    Set Aside	267274
	SECTION 10.07	Successors and
    Assigns	268274
	SECTION 10.08	Resignation of
    Issuing Bank and Swing Line Lender	277283
	SECTION 10.09	Confidentiality	277284
	SECTION 10.10	Setoff	278285
	SECTION 10.11	Interest Rate
    Limitation	279286
	SECTION 10.12	Counterparts;
    Integration; Effectiveness	279286
	SECTION 10.13	Electronic Execution
    of Assignments and Certain Other Documents	279286
	SECTION 10.14	Survival of Representations
    and Warranties	280286
	SECTION 10.15	Severability	280287






     iii


     


    



	 	 	Page
	 	 	 
	SECTION 10.16	GOVERNING LAW	280287
	SECTION 10.17	WAIVER OF RIGHT
    TO TRIAL BY JURY	281288
	SECTION 10.18	Binding Effect	281288
	SECTION 10.19	Lender Action	281288
	SECTION 10.20	Use of Name,
    Logo, etc.	281288
	SECTION 10.21	USA PATRIOT Act	281288
	SECTION 10.22	Service of Process	282289
	SECTION 10.23	No Advisory or
    Fiduciary Responsibility	282289
	SECTION 10.24	Release of Collateral
    and Guarantee Obligations; Subordination of Liens	282289
	SECTION 10.25	Assumption and
    Acknowledgment	283290
	SECTION 10.26	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	284291
	SECTION 10.27	Acknowledgement
    Regarding Any Supported QFCs	284291
	SECTION 10.28	Purchase Option	285292






     iv


     


    



	SCHEDULES
	 	 
	1.01(1)	Closing Date Subsidiary Guarantors
	1.01(2)	Closing Date Cash Management Banks
	1.01(3)	Existing Letters of Credit
	1.01(4)	Closing Date Hedge Banks
	2.01	Commitments
	4.01(1)(c)	Certain Collateral Documents
	5.12	Subsidiaries and Other Equity Investments
	6.12(2)	Post-Closing Matters
	7.01	Existing Liens
	7.02	Existing Indebtedness
	7.05	Existing Investments
	10.02	Administrative Agent’s Office, Priority
    Revolving Agent’s Address and Certain Addresses for Notices
	 	 
	EXHIBITS	 
	 	Form of
	 	 
	A-1	Committed Loan Notice
	A-2	Swing Line Notice
	B-1	Term Note
	B-2	Revolving Note
	B-3	Swing Line Note
	C	Compliance Certificate
	D-1	Assignment and Assumption
	D-2	Affiliated Lender Assignment and Assumption
	E	First Lien Guaranty
	F	First Lien Pledge and Security Agreement
	G-1	Equal Priority Intercreditor Agreement
	G-2	First Lien/Second Lien Intercreditor Agreement
	H-1	United States Tax Compliance Certificate (Foreign
    Non-Partnership Lenders)
	H-2	United States Tax Compliance Certificate (Foreign
    Partnership Lenders)
	H-3	United States Tax Compliance Certificate (Foreign
    Non-Partnership Participants)
	H-4	United States Tax Compliance Certificate (Foreign
    Partnership Lenders)
	I	Solvency Certificate
	J	Discount Range Prepayment Notice
	K	Discount Range Prepayment Offer
	L	Solicited Discounted Prepayment Notice
	M	Acceptance and Prepayment Notice
	N	Specified Discount Prepayment Notice
	O	Solicited Discounted Prepayment Offer
	P	Specified Discount Prepayment Response
	Q	Intercompany Note
	R-1	Letter of Credit Report
	R-2	Swing Line Report






     v


     


    



FIRST
LIEN CREDIT AGREEMENT


 


This
FIRST LIEN CREDIT AGREEMENT is entered into as of September 4, 2019 by and among Cannes CHS Merger Sub, Inc., a Delaware corporation
(“Merger Sub” or the “Initial Borrower”) (which on the Closing Date shall be merged with
and into Convey Health Solutions, Inc., a Delaware corporation (such merger, the “Closing Date Merger”), with
Convey Health Solutions, Inc. surviving such Closing Date Merger as the “Borrower”), Convey Health Parent,
Inc., a Delaware corporation (the “Company” or “Holdings”), Ares Capital Corporation, as
administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under
the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”)
under the Loan Documents, SunTrust Bank, as Priority Revolving Agent (in such capacity, together with its successors and assigns
in such capacity, the “Priority Revolving Agent”) and as an Issuing Bank and a Swing Line Lender, and each
lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).


 


PRELIMINARY
STATEMENTS


 


In
connection with the Acquisition, on the Closing Date, (i) Convey Merger Sub, Inc., the parent company of Merger Sub, shall be
merged with and into Convey Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger, (ii) Convey Health Intermediate,
Inc. shall be merged with and into Convey Health Intermediate II, Inc., with Convey Health Intermediate II, Inc. surviving such
merger, (iii) Convey Health Intermediate II, Inc. shall be merged with and into Convey Health Intermediate III, Inc., with Convey
Health Intermediate III, Inc surviving such merger, (iv) Convey Health Intermediate III, Inc. shall be merged with and into Convey
Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger and (v) the Closing Date Merger shall occur (clauses
(i) through (v) above, collectively, the “Reorganization”).


 


The
Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $225.0 million of Closing Date Term Loans
and $40.0 million of Revolving Commitments on the Closing Date as senior secured credit facilities and (b) from time to time on
and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of
the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries,
pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this
Agreement.


 


The
proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with cash on hand and proceeds of
the Equity Contribution, will be used on the Closing Date to fund the Transactions.


 


The
Lenders have indicated their willingness to make Loans, and the Issuing Banks have indicated their willingness to issue Letters
of Credit, in each case on the terms and subject to the conditions set forth herein.


 


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




     


     


    



Article
I


 


Definitions
and Accounting Terms


 


SECTION
1.01 Defined Terms. As used in this Agreement (including the introductory paragraph hereof and the preliminary statements hereto),
the following terms have the meanings set forth below:


 


“2020
Incremental Term Lender” means, at any time, any Lender that has a 2020 Incremental Term Loan Commitment or a 2020 Incremental
Term Loan at such time.


 


“2020
Incremental Term Loan Commitment” means, as to each 2020 Incremental Term Lender, its obligation to make a 2020 Incremental
Term Loan to the Borrower in an aggregate amount not to exceed the amount specified opposite such 2020 Incremental Term Lender’s
name on Schedule 2.01 under
the caption “2020 Incremental
Term Loan Commitment”.


 


“2020
Incremental Term Loan Facility” means the 2020 Incremental Term Loans.


 


“2020
Incremental Term Loans” means the Term Loans made by each 2020 Incremental Term Lender on the Amendment No. 1 Effective
Date to the Borrower pursuant to Section 2.01(1)(b).


 


“Acceptable
Discount” has the meaning specified in Section 2.05(1)(e)(D)(2).


 


“Acceptable
Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Acceptance
and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially
the form of Exhibit M.


 


“Acceptance
Date” has the meaning specified in Section 2.05(1)(e)(D)(2).


 


“Acquired
Indebtedness” means, with respect to any specified Person,


 


(1)       Indebtedness
of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred by such other Person in connection with, or in contemplation
of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified
Person, and


 


(2)       Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Acquisition”
means the acquisition of the Company and its subsidiaries pursuant to the Acquisition Agreement.


 


“Acquisition
Agreement” means that certain Agreement and Plan of Merger, dated as of June 19, 2019, by and among, inter alios,
New Mountain Partners IV, L.P., a Delaware limited partnership, as representative, the Buyer, Merger Sub and the Company (together
with the schedules and exhibits thereto), as amended, restated, amended and restated, modified, waived or supplemented from time
to time.




     2


     


    





“Additional
Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case,
is not an existing Lender and that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.14,
(b) Other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 or (c) Replacement Loans pursuant to
Section 10.01; provided that each Additional Lender shall be subject to the approval of the Administrative Agent
and the Priority Revolving Agent, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to
the extent that any such consent would be required from the Administrative Agent or the Priority Revolving Agent, as the case
may be, under Section 10.07(2)(c)(ii) for an assignment of Loans to such Additional Lender, and in the case of Incremental
Revolving Commitments and Other Revolving Commitments, the Swing Line Lender and the Issuing Bank, each such approval not to be
unreasonably withheld, conditioned or delayed, in each case solely to the extent such consent would be required for any assignment
to such Additional Lender under Section 10.07(2)(c).


 


“Additional
Letter of Credit Facility” means any facility established by the Borrower and/or any Restricted Subsidiary to obtain
letters of credit, bank guarantees, bankers acceptances or other similar instruments required by customers, suppliers or landlords
or otherwise required in the ordinary course of business or consistent with industry practice.


 


“Administrative
Agent” has the meaning specified in the introductory paragraph to this Agreement.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
10.02, 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 a form supplied by (i) other than in the case of the Priority
Revolving Facility, the Administrative Agent and (ii) in the case of the Priority Revolving Facility, the Priority Revolving Agent.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control with”),
as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 


“Affiliate
Transaction” has the meaning specified in Section 6.15(1).


 


“Affiliated
Lender” means, at any time, any Lender that is an Investor or an Affiliate of an Investor (other than (a) Holdings,
the Borrower or any Subsidiary, (b) any Debt Fund Affiliate or (c) any natural person) at such time.


 


“Affiliated
Lender Assignment and Assumption” has the meaning specified in Section 10.07(8)(vi).




     3


     


    










 


“Affiliated
Lender Cap” has the meaning specified in Section 10.07(8)(iv).


 


“Agent
Parties” has the meaning specified in Section 10.02(4).


 


“Agent-Related
Distress Event” means, with respect to the Administrative Agent, the Priority Revolving Agent or any other Person that
directly or indirectly controls the Administrative Agent or the Priority Revolving Agent, as applicable (each, a “Distressed
Agent”), (a) that such Distressed Agent is or becomes subject to a voluntary or involuntary case under any Debtor Relief
Law, (b) a custodian, conservator, receiver or similar official is appointed for such Distressed Agent or any substantial part
of such Distressed Agent’s assets or (c) such Distressed Agent is subject to a forced liquidation, makes a general assignment
for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority
over such Distressed Agent or its assets to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall
not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative
Agent or the Priority Revolving Agent, as applicable, or any Person that directly or indirectly controls the Administrative Agent
or the Priority Revolving Agent, as applicable, by a Governmental Authority or an instrumentality thereof so long as such ownership
interest does not result in or provide the Administrative Agent or the Priority Revolving Agent, as applicable, 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 the Administrative Agent or the Priority Revolving Agent, as applicable (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent or the Priority Revolving
Agent, as applicable,.


 


“Agent-Related
Persons” means, in respect of any Agent, such Agent’s (or in the case of the Administrative Agent, the Administrative
Agent’s and the Collateral Agent’s) respective Affiliates, and the officers, directors, employees, agents, attorney-in-fact,
partners, trustees and advisors of such Persons and of such Persons’ Affiliates.


 


“Agent
Vote Requirements” has the meaning defined in Section 10.01.


 


“Agents”
means, collectively, the Administrative Agent, the Collateral Agent, the Priority Revolving Agent and the Supplemental Administrative
Agents (if any).


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement”
means this First Lien Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time
in accordance with the terms hereof.


 


“AHYDO
Payment” means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or
designed to cause such Indebtedness not to be treated as an “applicable high yield discount obligation” within the
meaning of Section 163(i) of the Code.


 


“All-In
Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID,
upfront fees (including, to the extent such Indebtedness consists of the Closing Date Term Loans, the Facilities Fees), a
Eurodollar Rate floor or Base Rate floor (with such increased amount being determined in the manner described in the final
proviso of this definition), or otherwise (including, in the case
of the 2020 Incremental Term Loans, commitment fees paid in respect thereof on the Amendment No. 1 Effective
Date), in each case, incurred or payable by the Borrower ratably to all lenders of such Indebtedness; provided that
OID and, upfront
fees (including, to the extent such Indebtedness consists of the Closing Date Term Loans, the Facilities Fees) and,
solely in the case of the 2020 Incremental Term Loans, commitment fees in respect thereof paid on the Amendment No. 1
Effective Date, shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life
to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In
Yield” shall not include arrangement fees, structuring fees, commitment fees (other
than solely in the case of the 2020 Incremental Term Loans, commitment fees in respect thereof paid on the Amendment No. 1
Effective Date), underwriting fees, success fees, advisory fees, ticking fees, consent or amendment fees and any
similar fees (regardless of how such fees are computed and whether shared or paid, in whole or in part, with or to any or all
lenders) and any other fees not generally paid ratably to all lenders of such Indebtedness (but, for the avoidance of doubt,
All-In Yield shall include, to the extent such Indebtedness consists of the Closing Date Term Loans, the Facilities Fees); and
to the extent such Indebtedness consists of the 2020 Incremental Term Loans, commitment fees payable in respect thereof on
the Amendment No. 1 Effective Date); provided further that, with respect to any Loans of an applicable
Class that includes a Eurodollar Rate floor or Base Rate floor, (1) to the extent that the Reference Rate on the date that
the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the
Applicable Rate for such Loans of such Class for the purpose of calculating the All-In Yield and (2) to the extent that the
Reference Rate on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be
disregarded in calculating the All-In Yield.






     4


     


    



“Amendment
No. 1” means that certain Amendment No. 1 to First Lien Credit Agreement, dated as of April 8, 2020, among the Borrower,
the Administrative Agent, the Lenders party thereto and the 2020 Incremental Term Lenders party thereto.


 


“Amendment
No. 1 Effective Date” means April 8, 2020.


 


“Annual
Financial Statements” means (i) the audited consolidated financial statements of Convey Health Solutions, Inc. and its
Subsidiaries as of December 31, 2017 and December 31, 2018 (including all notes thereto), consisting of the consolidated balance
sheets as of such dates and the related consolidated statements of operations, stockholders’ equity and cash flows for the
fiscal years then ended and (ii) the audited consolidated financial statements of the Company and its subsidiaries as of December
31, 2017 and December 31, 2016 (including all notes thereto) consisting of the consolidated balance sheets as of such dates and
the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year ended December
31, 2017, for the period from October 5, 2016 to December 31, 2016 and, with respect to the predecessor company of the Company,
for the period from January 1, 2016 to October 4, 2016.


 


“Applicable
Discount” has the meaning specified in Section 2.05(1)(e)(C)(2).


 


“Applicable
Indebtedness” has the meaning specified in the definition of “Weighted Average Life to Maturity.”


 


“Applicable
Percentage” means, in respect of any Revolving Facility, with respect to any Revolving Lender under such Revolving Facility
at any time, the percentage (carried out to the ninth decimal place) of such Revolving Facility represented by such Revolving
Lender’s Revolving Commitments under such Revolving Facility at such time, subject to adjustment as provided in Section
2.17. If the commitment of each Revolving Lender under a Revolving Facility to make Revolving Loans and the obligation of
the Issuing Banks to make L/C Credit Extensions under such Revolving Facility have been terminated pursuant to Section 8.02,
or if the Revolving Commitments under such Revolving Facility have otherwise expired in full, then the Applicable Percentage of
each Revolving Lender in respect of such Revolving Facility shall be determined based on the Applicable Percentage of such Revolving
Lender in respect of such Revolving Facility most recently in effect, giving effect to any subsequent assignments.






     5


     


    



“Applicable
Rate” means a percentage per annum equal to:


 


(1)       (x)
with respect to Closing Date Term Loans, (i) 5.25% for Eurodollar Rate Loans and (ii) 4.25% for Base Rate Loans and (y)
with respect to 2020 Incremental Term Loans, (i) 9.00% for Eurodollar Rate Loans and (ii) 8.00% for Base
Rate Loans.


 


(2)       with
respect to Revolving Loans and unused Revolving Commitments under the Closing Date Revolving Facility and Letter of Credit fees
(a) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section
6.01, (i) 3.75% for Eurodollar Rate Loans and Letter of Credit fees, (ii) 2.75% for Base Rate Loans and (iii) 0.50% for the
Commitment Fee Rate for unused Revolving Commitments and (b) thereafter, the following percentages per annum, based upon the First
Lien Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(1):


 


	Pricing
 Level	 	 	First Lien Net
 Leverage Ratio	 	Eurodollar Rate
 and Letter of Credit Fees	 	 	Base Rate	 	 	Commitment
 Fee Rate	 
	1	 	 	> 3.80:1.00	 	 	3.75	%	 	 	2.75	%	 	 	0.500	%
	2	 	 	< 3.80:1.00	 	 	3.50	%	 	 	2.50	%	 	 	0.375	%



 


Any
increase or decrease in the Applicable Rate resulting from a change in the First Lien Net 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(1);
provided that, at the option of the Required Facility Lenders under the Closing Date Revolving Facility, “Pricing
Level 1” (as set forth above) shall apply as of (x) the first Business Day after the date on which a Compliance Certificate
was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such
Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition
shall apply) or (y) the first Business Day after an Event of Default under Section 8.01(1) with respect to the Closing Date Revolving
Facility shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of
Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).


 


“Appropriate
Lender” means, at any time, (1) with respect to Loans of any Class, the Lenders of such Class, (2) with respect to Letters
of Credit, (a) the relevant Issuing Banks and (b) the relevant Revolving Lenders and (3) with respect to the Swing Line Facility,
(x) the relevant Swing Line Lender and (y) if any Swing Line Loans are outstanding pursuant to Section 2.04(1), the Revolving
Lenders.


 


“Approved
Bank” has the meaning specified in clause (4) of the definition of “Cash Equivalents.”


 


“Approved
Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (1) such Lender, (2) an
Affiliate of such Lender or (3) an entity or an Affiliate of an entity that administers, advises or manages such Lender.






     6


     


    



“Ares”
means Ares Capital Management LLC (in its capacity as the manager to one or more managed funds and managed accounts).


 


“Ares
Lender” means each Lender that is (i) Ares Capital Management LLC, (ii) an Affiliate of Ares Capital Management LLC
or (iii) an Approved Fund of a Person referred to in clause (i) or (ii) of this definition.


 


“Arrangers”
means Ares and SunTrust Bank, in their respective capacities as joint lead arrangers under this Agreement.


 


“Asset
Sale” means:


 


(1)       the
sale, conveyance, transfer or other disposition (including any of the foregoing to a Divided LLC pursuant to an LLC Division),
whether in a single transaction or a series of related transactions of property or assets of the Borrower or any Restricted Subsidiary
(each referred to in this definition as a “disposition”); or


 


(2)       the
issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance
with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals
or other third parties to the extent required by applicable Law) of any Restricted Subsidiary (other than to the Borrower or another
Restricted Subsidiary), whether in a single transaction or a series of related transactions;


 


in
each case, other than:


 


(a)          any
disposition of:


 


(i)       Cash
Equivalents or Investment Grade Securities,


 


(ii)       obsolete,
damaged or worn out property or assets, any disposition of property or assets in the ordinary course of business, any disposition
of inventory or goods (or other assets) held for sale and any disposition of immaterial assets or property or property or assets
no longer used or useful in the ordinary course or the principal business of the Borrower and its Restricted Subsidiaries (as
determined in good faith by the management of the Borrower),


 


(iii)       assets
no longer economically practicable or commercially reasonable to maintain (as determined in good faith by the management of the
Borrower),


 


(iv)       improvements
made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business
or consistent with industry practice, and


 


(v)       assets
for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower
and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;






     7


     


    



(b)          the
disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 7.03;


 


(c)          any
disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section
7.05, any Permitted Investment or any acquisition otherwise permitted under this Agreement;


 


(d)          any
disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate fair
market value for any individual transaction or series of related transactions not to exceed the greater of (i) $5.0 million and
(ii) 10.7% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma basis) determined
at the time of the making of such disposition;


 


(e)          any
disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a
Restricted Subsidiary to a Restricted Subsidiary; provided that any such disposition or issuance by any Loan Party to any
Restricted Subsidiary that is not a Loan Party shall otherwise be permitted by Section 7.05;


 


(f)          to
the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar
Business;


 


(g)          (i)
the lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business or
consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sublease, license or
sublicense or other agreement;


 


(h)          any
issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;


 


(i)          foreclosures,
condemnation, expropriation, eminent domain or any similar action (including for the avoidance of doubt, any Casualty Event) with
respect to assets;


 


(j)          sales
of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified
Securitization Facility, sales of receivables in connection with Receivables Financing Transactions, sales pursuant to non-recourse
factoring arrangements in the ordinary course of business, or the disposition of an account receivable in connection with the
collection or compromise thereof in the ordinary course of business or consistent with industry practice or in bankruptcy or similar
proceedings;


 


(k)          any
financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing
Date, including asset securitizations permitted hereunder;






     8


     


    



(l)          the
sale, lease, assignment, license, sublicense, sublease or discount of inventory, equipment, accounts receivable, notes receivable
or other current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts
receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof;


 


(m)        the
licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business or consistent
with industry practice;


 


(n)         any
surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in
the ordinary course of business or consistent with industry practice;


 


(o)         the
unwinding of any Hedging Obligations;


 


(p)         sales,
transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell
arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(q)        the
lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business or consistent with
industry practice, which in the reasonable good faith determination of the Borrower, are not material to the conduct of the business
of the Borrower and its Restricted Subsidiaries taken as a whole;


 


(r)        the
granting of a Lien that is permitted under Section 7.01;


 


(s)       the
issuance of directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals
as required by applicable Law;


 


(t)       the
disposition of any assets (including Equity Interests) (i) acquired in a Permitted Acquisition or other Investment permitted hereunder,
which assets are (x) not used or useful in the ordinary course or the principal business of the Borrower and its Restricted Subsidiaries
or (y) non-core assets or assets that are surplus or unnecessary to the business or operations of the Borrower and its Restricted
Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable
in the good faith determination of the Borrower to consummate any acquisition permitted hereunder;


 


(u)       dispositions
of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;


 


(v)       dispositions
of property in connection with any Sale-Leaseback Transaction;


 


(w)       the
settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any related
Permitted Warrant Transaction;






     9


     


    



(x)       dispositions
of property acquired with Excluded Contributions (up to the aggregate amount of Excluded Contributions applied to fund the acquisition
of such property);


 


(y)       the
sales of property or assets for an aggregate fair market value since the Closing Date not to exceed the greater of (I) $12.0 million
and (II) 25.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma basis)
determined at the time of the making of such disposition; and


 


(z)       the
sales of property or assets for an aggregate fair market value not to exceed the greater of (I) $5.0 million and (II) 11.0% of
Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma basis) per fiscal year
(with unused amounts carried forward to the immediately succeeding fiscal year).


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor.


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D-1 or any other form
approved by the Administrative Agent.


 


“Assumption”
has the meaning specified in Section 10.25.


 


“Attorney
Costs” means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel, to the
extent documented in reasonable detail and invoiced.


 


“Attributable
Indebtedness” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that
would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Auction
Agent” means (1) the Administrative Agent or (2) any other financial institution or advisor engaged by the Borrower
(whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment
pursuant to Section 2.05(1)(e); provided that the Borrower shall not designate the Administrative Agent as the Auction
Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under
no obligation to agree to act as the Auction Agent); provided further that neither the Borrower nor any of its Affiliates
may act as the Auction Agent.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(2)(c).


 


“Available
Incremental Amount” has the meaning specified in Section 2.14(4)(c).


 


“ASU”
has the meaning specified in Section 1.03.


 


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


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.






     10


     


    



“Bankruptcy
Code” has the meaning specified in Section 8.02.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (1) the Federal Funds Rate plus 1/2
of 1.00%, (2) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or,
if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve
Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative
Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent) and (3) the
Eurodollar Rate on such day for an Interest Period of one (1) month plus 1.00% (or, if such day is not a Business Day,
the immediately preceding Business Day). If the Base Rate is being used as an alternate rate of interest pursuant to Article III
hereof, then the Base Rate shall be the greater of clause (1) and (2) above and shall be determined without reference to clause
(3) above. For the avoidance of doubt, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“Base
Rate Loan” means a Loan that bears interest based on the Base Rate.


 


“Basket”
means any amount, threshold, exception or value (including by reference to the First Lien Net Leverage Ratio, the Secured Net
Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, Consolidated EBITDA or Total Assets) permitted or prescribed
with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction, action, judgment or amount under
any provision in this Agreement or any other Loan Document.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit
Plan” means any of (1) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(2) a “plan” as defined in Section 4975 of the Code or (3) 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.”


 


“BHC
Act Affiliate” means, with respect to any given party, an “affiliate” (as such term is defined under, and
interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.


 


“Big
Boy Letter” means a letter from a Lender acknowledging that (1) an assignee may have information regarding Holdings,
the Borrower and any Subsidiary of the Borrower, their businesses, their ability to perform the Obligations or any other material
information that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”),
(2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any
other party made its own analysis and determined to assign Term Loans to such assignee pursuant to Section 10.07(8) or
(12) notwithstanding its lack of knowledge of the Excluded Information and (4) such Lender waives and releases any claims it may
have against the Administrative Agent, such assignee, Holdings, the Borrower and the Subsidiaries of the Borrower with respect
to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee,
the Administrative Agent and assigning Lender.






     11


     


    



“Board
of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person
does not have such a board of directors or other governing body and is owned or managed by a single Person, the Board of Directors
of such Person, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless
otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.


 


“Borrower”
has the meaning specified in the introductory paragraph to this Agreement. Upon consummation of any transaction permitted by Section
7.03(4), “Borrower” shall mean the Successor Borrower.


 


“Borrower
Materials” has the meaning specified in Section 6.02.


 


“Borrower
Offer of Specified Discount Prepayment” means any offer by any Borrower Party to make a voluntary prepayment of Loans
at a specified discount to par pursuant to Section 2.05(1)(e)(B).


 


“Borrower
Parties” means the collective reference to Holdings, the Borrower and each Subsidiary of the Borrower and “Borrower
Party” means any of them.


 


“Borrower
Solicitation of Discount Range Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the
corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to
Section 2.05(1)(e)(C).


 


“Borrower
Solicitation of Discounted Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the subsequent
acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D).


 


“Borrowing”
means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case
of Eurodollar Rate Loans, having the same Interest Period.


 


“Broker-Dealer
Regulated Subsidiary” means any Subsidiary of the Borrower that is registered as a broker-dealer under the Exchange
Act or any other applicable Laws requiring such registration.


 


“Business
Day” means any day that is not a Legal Holiday and with respect to any interest rate settings as to a Eurodollar Rate
Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings
to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, any day on which dealings in deposits
in Dollars are conducted by and between banks in the London interbank eurodollar market.


 


“Buyer”
means Cannes Parent, Inc., a Delaware limited liability company.


 


“Capital
Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events all amounts expended or capitalized under Capitalized Lease Obligations) by the Borrower and the Restricted
Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the
consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries.






     12


     


    



“Capital
Stock” means:


 


(1)       in
the case of a corporation, corporate stock or shares in the capital of such corporation;


 


(2)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)       in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into or exchangeable
for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.


 


“Capitalized
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding
the footnotes thereto) prepared in accordance with GAAP in accordance with Section 1.03.


 


“Capitalized
Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally
developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized
costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.


 


“Captive
Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or
any Subsidiary thereof).


 


“Cash
Collateral” has the meaning specified in the definition of “Cash Collateralize.”


 


“Cash
Collateral Account” means an account held in the name of a Loan Party at, and subject to the sole dominion and control
of, the Collateral Agent.


 


“Cash
Collateralize” means, in respect of an Obligation, to provide and pledge cash or Cash Equivalents in Dollars as collateral,
at a location and pursuant to documentation in form and substance reasonably satisfactory to the Priority Revolving Agent or the
relevant Issuing Bank with respect to any Letter of Credit, as applicable.


 


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


 


“Cash
Equivalents” means:


 


(1)       Dollars;


 


(2)       (a)
Euros, Yen, Canadian Dollars, Sterling or any national currency of any participating member state of the EMU; and (b) in the case
of any Foreign Subsidiary or any jurisdiction in which the Borrower or any Restricted Subsidiary conducts business, such local
currencies held by it from time to time in the ordinary course of business or consistent with industry practice;






     13


     


    



(3)       readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or
any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation
of such government with maturities of 36 months or less from the date of acquisition;


 


(4)       certificates
of deposit, time deposits and eurodollar time deposits with maturities of three years or less from the date of acquisition, demand
deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with
any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and
$100.0 million (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks (any such bank, an “Approved
Bank”);


 


(5)       repurchase
obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (6), (7) and (8) below entered
into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;


 


(6)       commercial
paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither
Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower)
and in each case maturing within 36 months after the date of acquisition thereof;


 


(7)       marketable
short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P,
respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another
Rating Agency selected by the Borrower);


 


(8)       securities
issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any
political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having
maturities of not more than 36 months from the date of acquisition thereof;


 


(9)       readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political
subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P
(or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency
selected by the Borrower) with maturities of 36 months or less from the date of acquisition;


 


(10)      Indebtedness
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from
Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another
Rating Agency selected by the Borrower) with maturities of 36 months or less from the date of acquisition;


 


(11)      Investments
with average maturities of 36 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent
thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s
nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower);






     14


     


    



(12)       securities
with maturities of 36 months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;


 


(13)       investments,
classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment
programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having
capital of at least $250 million, and, in either case, the portfolios of which are limited such that substantially all of such
Investments are of the character, quality and maturity described in clauses (1) through (12) above;


 


(14)       investment
funds investing substantially all of their assets in securities of the types described in clauses (1) through (13) above; and


 


(15)       solely
with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make
in accordance with applicable Law.


 


In
the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States, Cash Equivalents
will also include (i) investments of the type and maturity described in clauses (1) through (15) above of foreign obligors, which
investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable
foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment
practices for cash management in investments analogous to the foregoing investments in clauses (1) through (15) and in this paragraph.


 


Notwithstanding
the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2)
above, provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Borrower or any
Restricted Subsidiary in the ordinary course of business, are expected by the Borrower to be converted into any currency listed
in clause (1) or (2) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of
such amounts (and solely to the extent so converted on or prior to such tenth (10th) Business Day).


 


“Cash
Management Agreement” means any agreement entered into from time to time by Holdings, the Borrower or any Restricted
Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll
and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds
transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.


 


“Cash
Management Bank” means (1) any Person set forth on Schedule 1.01(2), (2) any Person that is an Agent, a Lender or an
Affiliate of an Agent or Lender on the Closing Date or at the time it entered into a Secured Cash Management Agreement, whether
or not such Person subsequently ceases to be an Agent, a Lender or an Affiliate of an Agent or Lender or (3) any Person from time
to time approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned) and specifically
designated in writing as a “Cash Management Bank” by the Borrower to the Administrative Agent.






     15


     


    



“Cash
Management Obligations” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Cash Management
Bank in connection with, or in respect of, any Cash Management Services.


 


“Cash
Management Services” means (1) commercial credit cards, merchant card services, purchase or debit cards, including non-card
e-payables services, (2) treasury management services (including controlled disbursement, overdraft, automatic clearing house
fund transfer services, return items and interstate depository network services), (3) foreign exchange, netting and currency management
services and (4) any other demand deposit or operating account relationships or other cash management services, including under
any Cash Management Agreements.


 


“Casualty
Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance
proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon)
to replace or repair such equipment, fixed assets or real property.


 


“Catch-Up
Management Fees” has the meaning specified in Section 6.15(2)(c).


 


“Change
in Law” means the occurrence, after the Closing Date, of any of the following: (1) the adoption of any law, rule, regulation
or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing
Date), (2) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by
any Governmental Authority or (3) the making or issuance of any request, guideline or directive (whether or not having the force
of law) by any Governmental Authority. It is understood and agreed that (a) the Dodd–Frank Wall Street Reform and Consumer
Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and
(b) 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 regulatory authorities, in each case pursuant
to Basel III, shall, for the purpose of this Agreement, be deemed to be adopted subsequent to the Closing Date.


 


“Change
of Control” means the occurrence of any of the following after the Closing Date:


 


(1)       at
any time prior to the consummation of the first public offering of the Borrower’s common equity or the common equity of
any Parent Company after the Closing Date, the Permitted Holders ceasing to beneficially own (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), in the aggregate, directly or indirectly, at least a majority of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower; or


 


(2)       at
any time following the consummation of the first public offering of the Borrower’s common equity or the common equity of
any Parent Company after the Closing Date, (a) any Person (other than a Permitted Holder) or (b) Persons (other than one or more
Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) (excluding any employee
benefit plan of such Person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), directly or indirectly, of Equity Interests of the Borrower representing more than forty percent
(40%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower and the
percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented
by the Equity Interests of the Borrower beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders
(it being understood and agreed that for purposes of measuring beneficial ownership held by any Person that is not a Permitted
Holder, Equity Interests held by any Permitted Holder will be excluded); or






     16


     


    



(3)       the
Borrower ceases to be directly or indirectly wholly owned by Holdings (or any successor or Parent Company that has become a Guarantor
in lieu of Holdings);


 


unless, in the case of clause (1) or (2) above, the Permitted Holders have, at such time, directly or indirectly,
the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the
board of directors of the Borrower.


 


“Charge”
means any charge, fee, expense, expenditure, cost, loss, accrual, reserve of any kind and any other deduction included in the
calculation of Consolidated Net Income.


 


“Class”
(1) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular Class
of Loans or Commitments, (2) when used with respect to Commitments, refers to whether such Commitments are Closing Date Term Loan
Commitments, 2020 Incremental Term Loan Commitments, Revolving Commitments, Incremental Revolving Commitments, Other
Revolving Commitments, Incremental Term Commitments, Commitments in respect of any Class of Replacement Loans, Extended Revolving
Commitments of a given Extension Series or Other Term Loan Commitments of a given Class of Other Loans, in each case not designated
part of another existing Class and (3) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans
comprising such Borrowing, are Closing Date Term Loans, 2020 Incremental Term Loans, Revolving Loans under the Closing
Date Revolving Facility, Incremental Term Loans, Incremental Revolving Loans, Other Revolving Loans, Replacement Loans, Extended
Term Loans, Loans made pursuant to Extended Revolving Commitments, or Other Term Loans, in each case not designated part of another
existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions
shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that
have identical terms and conditions shall be construed to be in the same Class.


 


“Closing
Date” means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 10.01, and the Closing Date Term Loans are made to the Borrower pursuant to Section 2.01(1), which
date was September 4, 2019.


 


“Closing
Date Loans” means the Closing Date Term Loans and any Closing Date Revolving Borrowing.


 


“Closing
Date Material Adverse Effect” means a “Material Adverse Effect” as defined in the Acquisition Agreement.


 


“Closing
Date Merger” has the meaning specified in the introductory paragraph to this Agreement.


 


“Closing
Date Quality of Earnings Report” means that certain Quality of Earnings Analysis, dated June 12, 2019, prepared by Ernst
 & Young LLP.






     17


     


    



“Closing
Date Refinancing” means the repayment of all outstanding Indebtedness under the Existing Credit Agreement.


 


“Closing
Date Revolving Borrowing” means one or more Borrowings of Revolving Loans on the Closing Date, if any, pursuant to Section
2.01(2) in accordance with the requirements specified or referred to in Section 6.13; provided, that, without
limitation, Letters of Credit may be issued on the Closing Date to backstop or replace letters of credit, bank guarantees, bankers’
acceptances or other similar instruments outstanding on the Closing Date (including deemed issuances of Letters of Credit under
this Agreement resulting from an existing issuer of letters of credit, bank guarantees, bankers’ acceptances or other similar
instruments outstanding on the Closing Date agreeing to become an Issuing Bank under this Agreement).


 


“Closing
Date Revolving Facility” means the Revolving Facility made available by the Revolving Lenders as of the Closing Date.


 


“Closing
Date Term Loan Commitment” means, as to each Term Lender, its obligation to make a Closing Date Term Loan to the Borrower
in an aggregate amount not to exceed the amount specified opposite such Term Lender’s name on Schedule 2.01 under
the caption “Closing Date Term Loan Commitment” or in the Assignment and Assumption (or Affiliated Lender 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 (including pursuant to Sections 2.14, 2.15 or 2.16). The initial
aggregate amount of the Closing Date Term Loan Commitments is $225.0 million.


 


“Closing
Date Term Loan Facility” means the Closing Date Term Loans.


 


“Closing
Date Term Loan Lenders” means the Lenders from time to time of the Closing Date Term Loans, in their capacity as such.


 


“Closing
Date Term Loans” means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section
2.01(1).


 


“Co-Investors”
means any of (1) the assignees, if any, of the equity commitments of any Investor who become holders of Equity Interests in the
Borrower (or any Parent Company) on the Closing Date in connection with the Acquisition and (2) the transferees, if any, that
acquire, within ninety (90) days of the Closing Date, any Equity Interests in the Borrower (or any Parent Company) held by any
Investor as of the Closing Date.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Collateral”
means all the “Collateral” (or equivalent term, including “Pledged Collateral”) as defined in any Collateral
Document.


 


“Collateral
Agent” has the meaning specified in the introductory paragraph to this Agreement.


 


“Collateral
and Guarantee Requirement” means, at any time, the requirement that:


 


(1)       the
Collateral Agent shall have received each Collateral Document required to be delivered (a) on the Closing Date pursuant to Sections
4.01(1)(c) or 4.01(1)(d) or (b) pursuant to the Security Agreement or Sections 6.11 or 6.12 at
such time required by the Security Agreement or by such Sections to be delivered, in each case, duly executed by each Loan Party
that is party thereto;






     18


     


    



(2)         all
Obligations shall have been unconditionally guaranteed by (a) Holdings (or any successor thereto), (b) each Restricted Subsidiary
of the Borrower that is a wholly owned Material Subsidiary (other than any Excluded Subsidiary), which as of the Closing Date
after giving effect to the Acquisition shall include those that are listed on Schedule 1.01(1) hereto and (c) any Restricted
Subsidiary of the Borrower that Guarantees (or is the borrower or issuer of) (i) any Junior Indebtedness or (ii) any Credit Agreement
Refinancing Indebtedness (the Persons in the preceding clauses (a) through (c) (together with any Person joined
pursuant to the Excluded Subsidiary Joinder Exception) collectively, the “Guarantors”);


 


(3)          except
to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been
secured by a perfected security interest, subject only to Liens permitted by Section 7.01, on:


 


(a)          all
the Equity Interests of the Borrower,


 


(b)          all
Equity Interests of each direct, wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) that is directly
owned by any Loan Party, and


 


(c)          65%
of the issued and outstanding Equity Interests of each class of each (i) wholly owned Material Domestic Subsidiary that is a Foreign
Subsidiary Holdco and (ii) wholly owned Material Foreign Subsidiary, in each case of clauses (i) and (ii) above, that is directly
owned by a Loan Party (in each case, to the extent such Material Domestic Subsidiary or Material Foreign Subsidiary is not an
Excluded Subsidiary (other than by virtue of being a Foreign Subsidiary Holdco or Foreign Subsidiary, as applicable)); and


 


(4)         except
to the extent otherwise provided hereunder or under any Collateral Document, including subject to Liens permitted by Section
7.01, and in each case subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents,
the Obligations and the Guaranty shall have been secured by a security interest in substantially all tangible and intangible personal
property of the Borrower and each Guarantor (including accounts other than Securitization Assets), inventory, equipment, investment
property, contract rights, applications and registrations of intellectual property filed in the United States, other general intangibles,
and proceeds of the foregoing (in each case, other than Excluded Assets), in each case,


 


(a)          that
has been perfected (to the extent such security interest may be perfected) by:


 


(i)          delivering
certificated securities and instruments, in which a security interest can be perfected by physical control, in each case to the
extent expressly required hereunder or the Security Agreement (which shall be limited to any promissory note in excess of $5.0
million, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to any Loan Party (which may be evidenced
by the Intercompany Note and pledged to the Collateral Agent) and Equity Interests of the Borrower and its wholly owned Restricted
Subsidiaries that are Material Subsidiaries constituting “certificated securities” (within the meaning of Article
8 of the Uniform Commercial Code) otherwise required to be pledged pursuant to the Collateral Documents to the extent required
under clause (3) above),






     19


     


    



 


(ii)          filing
financing statements under the Uniform Commercial Code of any applicable jurisdiction, or


 


(iii)          making
any necessary filings with the United States Patent and Trademark Office or United States Copyright Office, and


 


(b)          with
the priority required by the Collateral Documents; provided that any such security interests in the Collateral shall be
subject to the terms of the Intercreditor Agreements to the extent expressly required by this Agreement.


 


The
Collateral Agent may grant extensions of time for the creation, perfection or maintenance of security interests in particular
assets (including extensions beyond the Closing Date for the creation, perfection or maintenance of security interests in the
assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation, perfection
or maintenance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required
by this Agreement or the Collateral Documents.


 


There
shall be (I) no actions required by the Laws of any non-U.S. jurisdiction under the Loan Documents in order to create any security
interests in any assets or to perfect or make enforceable such security interests in any assets (including any intellectual property
registered or applied for in any non-U.S. jurisdiction) and (II) no Guaranties or Collateral Documents (including security agreements
and pledge agreements) governed under the laws of any non-U.S. jurisdiction. Notwithstanding anything else provided in the Loan
Documents, the Borrower may, in its sole discretion, elect to join any Foreign Subsidiary, any non-wholly-owned Domestic Subsidiary
or any Excluded Subsidiary (other than, in each case, an Unrestricted Subsidiary) as a Guarantor subject to, in the case of a
Foreign Subsidiary, (x) the jurisdiction of incorporation of such Foreign Subsidiary being reasonably satisfactory to the Administrative
Agent in light of legal permissibility and the policies and procedures of the Administrative Agent and the Lenders for similarly
situated companies (as reasonably determined by the Administrative Agent) and (y) collateral and security provisions reasonably
acceptable to the Administrative Agent to be negotiated in good faith (such election to so join the “Excluded Subsidiary
Joinder Exception”); provided that the Borrower may subsequently elect to release (a “Guarantor Release
Election”) any such Foreign Subsidiary, non-wholly-owned Domestic Subsidiary or Excluded Subsidiary (a “Released
Subsidiary”) from its obligations as a Guarantor in its sole discretion (so long as such release (A) shall be subject
to the Borrower or its Restricted Subsidiaries having capacity to make an Investment in such Released Subsidiary once it is no
longer a Guarantor and shall be deemed an Investment in such Released Subsidiary and (B) shall be subject to such Released Subsidiary
having capacity to incur any Indebtedness or Liens once it is no longer a Guarantor and shall constitute the incurrence at the
time of release of any Indebtedness and Liens of such Released Subsidiary existing at such time) (it being understood and agreed
that such right to elect to release any such Foreign Subsidiary, non-wholly-owned Domestic Subsidiary or Excluded Subsidiary in
accordance with the immediately preceding clause (A) and (B) shall be in addition to any other right to release any such Foreign
Subsidiary, non-wholly-owned Domestic Subsidiary or Excluded Subsidiary from its obligations as a Guarantor pursuant to Section
10.24); provided further that to the extent any Foreign Subsidiary is joined pursuant to the Excluded Subsidiary Joinder
Exception, any requirements under this Collateral and Guarantee Requirement and any related provisions under the Loan Documents
as applied to such Foreign Subsidiary (solely to the extent any such provision would not otherwise have applied in respect of
such Foreign Subsidiary if it were a Restricted Subsidiary that did not constitute a Loan Party) may be modified (including with
respect to the addition of “agreed security principles” or other customary limitations applicable to the provision
of guarantees and collateral in the applicable non-U.S. jurisdiction and providing for the granting of collateral customary for
secured financings in such non-U.S. jurisdiction) as reasonably determined by the Borrower and the Administrative Agent.






     20


     


    



No
perfection through control agreements or perfection by “control” shall be required with respect to any assets (other
than to the extent required under clause (4)(a)(i) above) under the Loan Documents. There shall be no (x) requirement to
obtain any landlord waivers, estoppels, collateral access letters or similar rights and agreements or (y) requirement to perfect
a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, each of the collateral
assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, Collateral
Agent or the Lenders pursuant to Sections 4.01(1)(c), 4.01(d), 6.11 or 6.12 and each of the other
agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit
of the Secured Parties.


 


“Commitment”
means a Revolving Commitment, Incremental Revolving Commitment, Closing Date Term Loan Commitment, 2020 Incremental Term Loan
Commitment, Incremental Term Commitment, Other Revolving Commitment, Other Term Loan Commitment, Extended Revolving Commitment
of a given Extension Series, or any commitment in respect of Replacement Loans, as the context may require.


 


“Commitment
Fee Rate” means a percentage per annum equal to the Applicable Rate set forth in the “Commitment Fee Rate”
column of the chart in the definition of “Applicable Rate.”


 


“Committed
Loan Notice” means a notice of (1) a Borrowing with respect to a given Class of Loans, (2) a conversion of Loans of
a given Class from one Type to the other or (3) a continuation of Eurodollar Rate Loans of a given Class, pursuant to Section
2.02(1), which, if in writing, shall be substantially in the form of Exhibit A-1, or such other form as may be approved
by the Administrative Agent (or, in the case of a Revolving Loan or Swing Line Loan, the Priority Revolving Agent) and the Borrower
(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent
(or, in the case of a Revolving Loan or Swing Line Loan, the Priority Revolving Agent) and the Borrower), appropriately completed
and signed by a Responsible Officer of the Borrower.


 


“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.


 


“Company”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Compensation
Period” has the meaning specified in Section 2.12(3)(b).






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“Compliance
Certificate” means a certificate substantially in the form of Exhibit C and which certificate shall in any event
be a certificate of a Financial Officer of the Borrower:


 


(1)       certifying
as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken
or proposed to be taken with respect thereto (in each case, other than any Default with respect to which the Administrative Agent
has otherwise obtained notice in accordance with Section 6.03(1)),


 


(2)       in
the case of financial statements delivered under Section 6.01(1), setting forth reasonably detailed calculations of (a)
Excess Cash Flow for each fiscal year commencing with the financial statements for the fiscal year ending December 31, 2020 and
(b) the Net Proceeds received during the applicable period (after the Closing Date in the case of the fiscal year ending December
31, 2019) by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event subject
to prepayment pursuant to Section 2.05(2)(b)(i) and the portion of such Net Proceeds that has been invested or is intended to
be reinvested in accordance with Section 2.05(2)(b)(ii), and


 


(3)       setting
forth (a) a calculation of the First Lien Net Leverage Ratio as of the last day of the most recently ended Test Period, (b) if
on the last day of the most recently ended Test Period there are outstanding Revolving Loans, Swing Line Loans and Letters of
Credit (excluding (i) undrawn Letters of Credit in an aggregate face amount up to $10.0 million (with only such Letter of Credit
amounts in excess of $10.0 million being considered outstanding for purposes of this clause (3)), (ii) Letters of Credit (whether
drawn or undrawn) to the extent reimbursed, Cash Collateralized or backstopped on terms reasonably acceptable to the applicable
Issuing Bank on or prior to the date that is three Business Days following the end of the applicable Test Period and (iii) solely
for the first two full fiscal quarters ending after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a
portion of the Transactions or the payment of Transaction Expenses or working capital or purchase price adjustments in connection
with the Acquisition) in an aggregate principal amount exceeding 35% of the aggregate principal amount of all Revolving Commitments
under the Priority Revolving Facility, whether such First Lien Net Leverage Ratio as of the last day of the most recently ended
Test Period is in compliance with the required level for such Test Period and (c) if the First Lien Net Leverage Ratio as of the
last day of the most recently ended Test Period would result in a change in the applicable “Pricing Level” as set
forth in the definition of “Applicable Rate,” setting forth a calculation of such First Lien Net Leverage Ratio.


 


“Conforming
Accounting Report” has the meaning specified in Section 6.01(1).


 


“Consolidated
Current Assets” means, as at any date of determination, the total assets of the Borrower and the Restricted Subsidiaries
on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents,
amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties,
pension assets, deferred bank fees, derivative financial instruments and any assets in respect of Hedge Agreements, and excluding
the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting,
as the case may be, in relation to the Transactions or any consummated acquisition.


 


“Consolidated
Current Liabilities” means, as at any date of determination, the total liabilities of the Borrower and the Restricted
Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding
(1) the current portion of any Funded Debt, (2) the current portion of interest, (3) accruals for current or deferred taxes based
on income or profits, (4) accruals of any costs or expenses related to restructuring reserves or severance, (5) Revolving Loans,
Swing Line Loans and L/C Obligations under this Agreement or any other revolving loans, swingline loans and letter of credit obligations
under any other revolving credit facility, (6) the current portion of any Capitalized Lease Obligation, (7) deferred revenue arising
from cash receipts that are earmarked for specific projects, (8) liabilities in respect of unpaid earnouts, (9) the current portion
of any other long-term liabilities, (10) accrued litigation settlement costs and (11) any liabilities in respect of Hedge Agreements,
and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting
or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.






     22


     


    



“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense of such Person and its Restricted Subsidiaries, including the amortization of intangible assets, deferred
financing fees, debt issuance costs, commissions, fees and expenses and the amortization of Capitalized Software Expenditures
of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance
with GAAP.


 


“Consolidated
Disqualified Stock Dividend Expenditures” means, for any period, without duplication, cash dividends actually paid by
the Borrower or any of its Restricted Subsidiaries during such period with respect to Disqualified Stock (and, solely for purposes
of determining Basket capacity under Section 7.05(2)(e) or 7.05(2)(f), Preferred Stock) issued by the Borrower or any of its Restricted
Subsidiaries (without duplication of any such Consolidated Disqualified Stock Dividend Expenditure otherwise included in, or added
to, Consolidated Interest Expense for such period), excluding, in each case (i) “additional dividends” owing pursuant
to a registration rights agreement with respect to any Disqualified Stock and (ii) any payments with respect to commissions, discounts,
yield, make-whole premiums or redemption premium costs of such Disqualified Stock.


 


“Consolidated
EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period:


 


(1)          increased
(without duplication) by the following, in each case (other than clauses (h), (l), (p) and (q) below)
to the extent deducted (and not added back) in determining Consolidated Net Income for such period:


 


(a)       total
interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative
instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations
or such derivative instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and
costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated
Interest Expense” pursuant to the definition thereof; plus


 


(b)       provision
for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value
added and similar Taxes, property taxes and similar taxes, and foreign withholding Taxes paid or accrued during such period (including
any future Taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to
Taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition
of “Consolidated Net Income,” and any payments to a Parent Company in respect of such taxes permitted to be made hereunder;
plus






     23


     


    



(c)          Consolidated
Depreciation and Amortization Expense for such period; plus


 


(d)          any
other non-cash Charges, including any write-offs or write-downs reducing Consolidated Net Income for such period, changes in reserves
for earnouts and similar obligations and any non-cash expense relating to the vesting of warrants (provided that if any such non-cash
charges represent an accrual or reserve for potential cash items in any future period, (i) the Borrower in its sole discretion
may determine not to add back such non-cash Charge in the current period and (ii) to the extent the Borrower does decide to add
back such non-cash Charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement
of deferred compensation balances awarded prior to the Closing Date, in such future period shall be subtracted from Consolidated
EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus


 


(e)          Charges
consisting of income attributable to minority interests and non- controlling interests of third parties in any non-wholly-owned
Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated
Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus


 


(f)          (i)
the amount of board of director fees and any management, monitoring, consulting, transaction, advisory and other fees (including
transaction and termination fees) and indemnities and expenses paid or accrued in such period under the Management Services Agreement
or otherwise to the extent permitted under Section 6.15 and (ii) the amount of payments made to optionholders of such Person
or any Parent Company in connection with, or as a result of, any distribution being made to equityholders of such Person or its
Parent Companies, which payments are being made to compensate such optionholders as though they were equityholders at the time
of, and entitled to share in, such distribution, in each case to the extent permitted hereunder; plus


 


(g)          Charges,
including any loss or discount, related to the sale of receivables, Securitization Assets and related assets to any Securitization
Subsidiary in connection with a Qualified Securitization Facility; plus


 


(h)          cash
receipts (or any netting arrangements resulting in reduced cash Charges) not representing Consolidated EBITDA or Consolidated
Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated
EBITDA pursuant to clause (2) below for any previous period and not added back; plus


 


(i)          any
Charges pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement
or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed
to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified
Stock); plus






     24


     


    



(j)          any
net pension or other post-employment benefit Charges representing amortization of unrecognized prior service costs, actuarial
losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and
loss or cost) existing at the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement
Benefits, and any other items of a similar nature, plus


 


(k)          the
amount of earnout obligation expense incurred in connection with (including adjustments thereto) any acquisitions and Investments,
whether consummated prior to or after the Closing Date; plus


 


(l)          (i)
the amount of “run-rate” cost savings, synergies and operating expense reductions resulting from, or related to, the
Transactions that are reasonably identifiable and projected by the Borrower in good faith to result from actions either taken
or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the
Borrower) within 24 months after the Closing Date (or to the extent identified in the Closing Date Quality of Earnings Report)
and (ii) the amount of “run-rate” cost savings, synergies and operating expense reductions resulting from, or related
to, mergers and other business combinations, acquisitions, investments, divestitures, dispositions, discontinuance of activities
or operations and other specified transactions, restructurings, cost savings initiatives, operational changes and other initiatives
(including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) that are reasonably identifiable and
projected by the Borrower in good faith to result from actions either taken or with respect to which substantial steps have been
taken or are expected to be taken (in the good faith determination of the Borrower) within 24 months after such merger or other
business combination, acquisition, investment, divestiture, disposition, discontinuance of activities or operations or other specified
transaction, restructuring, cost savings initiative, operational change or other initiative is consummated (or undertaken or implemented
prior to consummation of the acquisition or other applicable transaction (including any actions taken on or prior to the Closing
Date)), in each case, calculated (I) on a pro forma basis as though such cost savings, synergies or operating expense reductions
had been realized in full on the first day of such period and (II) net of the amount of actual benefits realized from such actions
during such period (it is understood and agreed that “run-rate” means the full recurring benefit that is associated
with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to
or following the Closing Date) (which adjustments may be incremental to (but not duplicative of) pro forma cost savings, synergies
or operating expense reduction adjustments made pursuant to Section 1.07); plus


 


(m)          any
payments in the nature of compensation or expense reimbursement made to independent board members; plus


 


(n)          any
non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes to inventory valuation
policy methods including changes in capitalization of variances) or other inventory adjustments (including any non-cash increase
in expenses as a result of last-in first-out and/or first-in first-out methods of accounting);






     25


     


    



(o)          any
loss from discontinued operations (but if such operations are classified as discontinued due to the fact that they are being held
for sale or are subject to an agreement to dispose of such operations, if elected by the Borrower in its sole discretion, only
when and to the extent such operations are actually disposed of); plus


 


(p)          adjustments,
exclusions and add-backs either (i) consistent with Regulation S-X of the SEC or (ii) set forth in any quality of earnings analysis
prepared by independent registered public accountants of recognized national standing or any other accounting firm reasonably
acceptable to the Administrative Agent (it being understood that any “Big Four” firm is acceptable) and delivered
to the Administrative Agent in connection with any Permitted Acquisition or similar permitted investment; plus


 


(q)          adjustments,
exclusions and add-backs (A) identified in (i) the Closing Date Quality of Earnings Report or (ii) the Investor model delivered
to the Initial Lenders dated June 20, 2019 and (B) of the type identified in (i) the Closing Date Quality of Earnings Report or
(ii) the Investor model delivered to the Initial Lenders dated June 20, 2019 (excluding, in the case of this clause (B), “run
rate adjustments” (X) of the type set forth in clause (l) above and (Y) as detailed in pages 21 through 24 of the Closing
Date Quality of Earnings Report related to annualized revenue and contribution margin adjustments associated with new client wins,
membership growth with existing clients and related “seasonality” adjustments); and


 


(2)          decreased
(without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:


 


(a)          non-cash
gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential
cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve
that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition),


 


(b)          the
amount of any income consisting of losses attributable to non- controlling interests of third parties in any non-wholly-owned
Restricted Subsidiary added to (and not deducted from) Consolidated Net Income in such period; and


 


(c)          any
net income from discontinued operations (but if such operations are classified as discontinued due to the fact that they are being
held for sale or are subject to an agreement to dispose of such operations, if elected by the Borrower in its sole discretion,
only when and to the extent such operations are actually disposed of).


 


Notwithstanding
the foregoing, “run-rate” cost savings, synergies and operating expense reductions added back pursuant to clause (l)(ii)
above in any Test Period, when aggregated with adjustments, exclusions and add-backs pursuant to clause (q)(B) in such Test Period
and any “run-rate” cost savings, operating expense reductions and synergies added back to Consolidated EBITDA pursuant
to Section 1.07(3) for such Test Period (in each case, excluding any such “run-rate” cost savings, synergies and operating
expense reductions related to the Transactions), shall not in the aggregate exceed an amount equal to 25.0% of Consolidated EBITDA
of the Borrower (calculated after giving effect to any such addback and all other permitted add-backs and adjustments) for such
Test Period on a pro forma basis.






     26


     


    







For the avoidance of doubt,
Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07.


 


“Consolidated First Lien Secured Debt”
means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,” the aggregate
principal amount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, in an amount that would
be reflected on a balance sheet on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed
money, Capitalized Lease Obligations and purchase money Indebtedness, in each case, solely to the extent secured, in whole or
in part, by a first priority Lien on the Collateral or on a first priority basis on the assets of the Borrower or any of its Restricted
Subsidiaries that is a Loan Party securing Indebtedness for borrowed money incurred to finance a Permitted Acquisition or similar
Investment, in each case that ranks pari passu with the Liens securing the First Lien Obligations (without regard to control of
remedies); provided that Consolidated First Lien Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts
under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or
similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed
within three (3) Business Days and (2) Hedging Obligations. The Dollar-equivalent principal amount of any Indebtedness denominated
in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations
for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar-equivalent
principal amount of such Indebtedness.


 


“Consolidated Interest
Expense” means, with respect to any Person for any period, without duplication, the cash interest expense (including
that attributable to Capitalized Lease Obligations), net of cash interest income, with respect to Indebtedness of such Person and
its Restricted Subsidiaries for such period, other than Non-Recourse Indebtedness, including commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under hedging agreements
(other than in connection with the early termination thereof);


 


excluding, in each case:


 


(1)           amortization
of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including
as a result of the effects of acquisition method accounting or pushdown accounting),


 


(2)           interest
expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations or other derivative
instruments, including pursuant to FASB Accounting Standards Codification Topic 815, Derivatives and Hedging,


 


(3)           costs
associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements
for interest rates,


 


(4)           commissions,
discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with
any Non-Recourse Indebtedness,


 


(5)           “additional
interest” owing pursuant to a registration rights agreement with respect to any securities,




    27


     


    

(6)           any
payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in
connection with the Transactions,


 


(7)           penalties
and interest relating to Taxes,


 


(8)           accretion or accrual of discounted liabilities
not constituting Indebtedness, (9) interest expense attributable to a Parent Company resulting from push-down accounting,


 


(10)         any
expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting,


 


(11)         any
interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual,
contingent or potential) with respect thereto in connection with the Transactions, any acquisition or Investment, and


 


(12)         annual agency fees paid to any administrative agents and collateral agents with respect to any secured or unsecured loans, debt
facilities, debentures, bonds, commercial paper facilities or other forms of Indebtedness (including any security or collateral
trust arrangements related thereto), including the Facilities.


 


For purposes of this definition, interest on a
Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of
interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication,


 


(1)           extraordinary,
one-time, non-recurring or unusual gains or Charges (including relating to any strategic initiatives and accruals and reserves
in connection with such gains or Charges and including legal fees, expenses, settlements and judgments) and special items; restructuring
and similar Charges; accruals or reserves (including restructuring and integration costs related to acquisitions and adjustments
to existing reserves, and in each case, whether or not classified as such under GAAP); Charges related to any reconstruction,
decommissioning, recommissioning or reconfiguration of facilities and fixed assets for alternative uses; Public Company Costs;
Charges related to the integration, consolidation, opening, pre-opening and closing of facilities and fixed assets; severance
and relocation costs and expenses; special compensation Charges, consulting fees; charges in connection with third-party advisory
support to implement new accounting standards; signing, retention or completion bonuses and charges, and executive recruiting
costs; Charges incurred in connection with strategic initiatives; transition Charges and duplicative running and operating Charges;
Charges incurred in connection with acquisitions (or purchases of assets) prior to or after the Closing Date (including integration
costs); business optimization Charges (including Charges relating to business optimization programs, new systems design, Charges
related to systems establishment, implementation, integration and upgrades and project start-up); accruals and reserves; Charges
attributable to the implementation of cost-savings initiatives and operating improvements and consolidations; and curtailments
and modifications to pension and post-employment employee benefit plans (including any settlement of pension
liabilities and charges resulting from changes in estimates, valuations and judgments);




    28


     


    

(2)           the
cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies
during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance
with GAAP;


 


(3)           Transaction
Expenses;


 


(4)           any
gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course
of business);


 


(5)           the
Net Income for such period of any Person that is an Unrestricted Subsidiary and, solely for the purpose of determining the amount
available for Restricted Payments under clause (b)(i) of Section 7.05(1), the Net Income for such period of any
Person that is not the Borrower or a Subsidiary or that is accounted for by the equity method of accounting; provided that
the Consolidated Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are
actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Restricted
Subsidiary thereof in respect of such period;


 


(6)           solely
for the purpose of determining Excess Cash Flow and the amount available for Restricted Payments under clause (b)(i) of Section
7.05(1), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived (or the Borrower reasonably believes such restriction could be waived and is using commercially
reasonable efforts to pursue such waiver); provided that Consolidated Net Income of a Person will be increased by the amount
of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into
cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction
or requiring any such approval, to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not
already included therein;


 


(7)           effects
of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) related
to the application of recapitalization accounting or purchase accounting (including in the inventory, property and equipment,
software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);


 


(8)           income
(loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;




    29


     


    

(9)           any
impairment Charges or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising
pursuant to GAAP;


 


(10)         (a)
any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock
appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges
associated with the rollover, acceleration or payout of, Equity Interests by management of such Person or of a Restricted Subsidiary
or any Parent Company, (b) non-cash compensation expense resulting from the application of Accounting Standards Codification Topic
No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments
to Non-Employees and (c) any income (loss) attributable to deferred compensation plans or trusts;


 


(11)         any
Charges during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset
Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the syndication
and incurrence of any Indebtedness, including any Facilities hereunder, or the early extinguishment of Indebtedness or Hedging
Obligations), issuance of Equity Interests (including by any direct or indirect parent of the Borrower), recapitalization, refinancing
transaction or amendment or modification of any debt instrument (including any amendment or other modification of any Indebtedness,
including the Loan Documents) and including, in each case, any such transaction whether consummated on, after or prior to the
Closing Date and any such transaction undertaken but not completed, and any charges or nonrecurring merger costs incurred during
such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance
of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic
No. 805, Business Combinations);


 


(12)         accruals and reserves that are established
or adjusted in connection with the Transactions, an Investment or an acquisition that are required to be established or adjusted
as a result of the Transactions, such Investment or such acquisition, in each case in accordance with GAAP;


 


(13)         any
expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by
a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection
with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement;


 


(14)         any
non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments
pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of
other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;


 


(15)         any
net realized or unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains
or losses, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a)
Hedging Obligations for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency
transaction or translation gains and losses;




    30


     


    

(16)         any
adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable
regulation;


 


(17)         any
non-cash rent expense;


 


(18)         any
non-cash expenses, accruals or reserves related to adjustments to historical tax exposures;


 


(19)         earnout
and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise and including in connection
with the Transactions) and adjustments thereof and purchase price adjustments;


 


(20)         at
the election of the Borrower (provided that once an election is made, it may not be reversed), changes to accrual of revenue so
long as consistent with past practices of the Borrower and its Restricted Subsidiaries (regardless of treatment under GAAP) for
all purposes other than the calculation of Excess Cash Flow; and


 


(21)         any
Charges during such period in connection with sales tax owed but unpaid during any prior period in an aggregate amount not to exceed
$3.0 million.


 


In addition, to the extent not
already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, Consolidated Net Income will include
the amount of proceeds received or receivable from business interruption insurance, the amount of any expenses or charges incurred
by such Person or its Restricted Subsidiaries during such period that are, directly or indirectly, reimbursed or reimbursable by
a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection with any acquisition,
Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.


 


Notwithstanding the foregoing,
for the purpose of Section 7.05(1) (other than clause (b)(iv) of Section 7.05(1)), there will be excluded
from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by such Person
and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and its Restricted
Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by such Person or any Restricted Subsidiary,
any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case
only to the extent such amounts increase the amount of Restricted Payments permitted under clause (b)(iv) of Section
7.05(1).


 


“Consolidated Secured Debt”
means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,” the aggregate
principal amount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, in an amount that would
be reflected on a balance sheet on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed
money, Capitalized Lease Obligations and purchase money Indebtedness, in each case secured by a Lien on the assets of the Borrower
or any of its Restricted Subsidiaries; provided that Consolidated Secured Debt will not include Non-Recourse Indebtedness,
undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and
performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not
been reimbursed within three (3) Business Days and (2) Hedging Obligations. The Dollar-equivalent principal amount of any Indebtedness
denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging
Obligations for currency exchange risks with respect to the applicable
currency in effect on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.




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“Consolidated
Total Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,”
the aggregate principal amount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, in an
amount that would be reflected on a balance sheet on a consolidated basis in accordance with GAAP, consisting only of Indebtedness
for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness; provided that Consolidated Total Debt
will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any
(1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn
standby letters of credit which have not been reimbursed within three (3) Business Days and (2) Hedging Obligations. The Dollar-equivalent
principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined
in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect
on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.


 


“Consolidated Working Capital”
means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.


 


“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations
that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:


 


(1)           to
purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(2)           to advance
or supply funds:


 


(a)          for
the purchase or payment of any such primary obligation or


 


(b)          to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or


 


(3)           to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Contract Consideration”
has the meaning specified in clause (2)(j) of the definition of “Excess Cash Flow.”


 


“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.


 


“Controlled Investment Affiliate”
means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled
by, or is under common control with such Person and is organized by
such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the
Borrower or other companies.




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“Convertible Indebtedness”
means Indebtedness of the Borrower (which may be guaranteed by the Guarantors) permitted to be incurred hereunder that is either
(1) convertible into common equity of the Borrower (and cash in lieu of fractional shares) or cash (in an amount determined by
reference to the price of such common equity) or (2) sold as units with call options, warrants or rights to purchase (or substantially
equivalent derivative transactions) that are exercisable for common equity of the Borrower or cash (in an amount determined by
reference to the price of such common equity).


 



“Corrective Extension Amendment”
has the meaning specified in Section 2.16(6).


 


“Covered Entity” means any of the following:


 


(1)           a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(2)           a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(3)           a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning specified in Section 10.27.


 


“Credit Agreement
Refinanced Debt” has the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”


 



    33


     


    



“Credit Agreement Refinancing Indebtedness”
means (1) Permitted Equal Priority Refinancing Debt, (2) Permitted Junior Priority Refinancing Debt or (3) Permitted Unsecured
Refinancing Debt; provided that, in each case, such Indebtedness is issued, incurred or otherwise obtained (including by
means of the extension or renewal of existing Indebtedness) to Refinance, in whole or in part, existing Loans (or, if applicable,
unused Commitments) or any then-existing Credit Agreement Refinancing Indebtedness (“Credit Agreement Refinanced Debt”);
provided, further, that (a) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest
rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts
and prepayment or redemption premiums and terms) shall either, at the option of the Borrower, (i) reflect market terms and conditions
(taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (ii) if otherwise
not consistent with the terms of such Credit Agreement Refinanced Debt, not be materially more restrictive to the Borrower (as
determined by the Borrower in good faith), when taken as a whole, than the terms of such Credit Agreement Refinanced Debt, except,
in each case under this clause (ii), with respect to (I) covenants and other terms applicable to any period after the Latest
Maturity Date of the Loans in effect immediately prior to such Refinancing or (II) a Previously Absent Financial Maintenance Covenant
(so long as, (A) to the extent that such Indebtedness includes a Previously Absent Financial Maintenance Covenant that is in effect
prior to the Latest Maturity Date of the Closing Date Revolving Facility and consists solely of a revolving credit facility (whether
or not the documentation therefor includes any other facilities) and the applicable Previously Absent Financial Maintenance Covenant
is included only for the benefit of such revolving credit facility, such Previously Absent Financial Maintenance Covenant shall
be included for the benefit of the Closing Date Revolving Facility and (B) to the extent that such Indebtedness includes a Previously
Absent Financial Maintenance Covenant that is in effect prior to the
Latest Maturity Date of the Closing Date Term Loans or the 2020 Incremental
Term Loans and does not consist solely of a revolving credit facility (whether or not the documentation therefor includes
any other facilities), such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing
Date Term Loans and/or the 2020 Incremental Term Loans, as applicable)
or (iii) such terms shall be reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election,
to the extent any term or provision is added for the benefit of (I) the lenders of any such Indebtedness that consists of term
facilities, no consent shall be required from the Administrative Agent (or any Lender) to the extent that such term or provision
is also added, or the features of such term or provision are provided, for the benefit of the Closing Date Term Loans orand/or
the 2020 Incremental Term Loans, as applicable or (II) the lenders of any such Indebtedness that consists of revolving
credit facilities, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the
case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority
Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section
10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term
or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing
Date Revolving Facility), (b) any such Indebtedness shall have (i) a maturity date that is no earlier than the earlier of (I)
the maturity date of the Credit Agreement Refinanced Debt and (II) the Latest Maturity Date of (in the case of Credit Agreement
Refinancing Indebtedness consisting of revolving credit facilities) the Closing Date Revolving Facility or (in the case of Credit
Agreement Refinancing Indebtedness consisting of term facilities) the Closing Date Term Loans and the
2020 Incremental Term Loans and (ii) if the Credit Agreement Refinancing Indebtedness consists of term facilities, a Weighted
Average Life to Maturity equal to or greater than the lesser of (I) the Weighted Average Life to Maturity of the Credit Agreement
Refinanced Debt and (II) the Weighted Average Life to Maturity of the Closing Date Term Loans and the
2020 Incremental Term Loans, in each case as of the date of determination, (c) such Indebtedness shall not have a greater
principal amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted value, if
applicable) of the Credit Agreement Refinanced Debt plus accrued interest, fees and premiums (including tender premium)
and penalties (if any) thereon and fees, expenses, original issue discount and upfront fees incurred in connection with such Refinancing
plus the amount of any other Indebtedness permitted under one or more other Baskets under Section 7.02 (which shall
be deemed a utilization of any such Baskets), (d) such Credit Agreement Refinanced Debt shall be repaid, defeased or satisfied
and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, within five
(5) Business Days after the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained with the Net Proceeds
received from the incurrence or issuance of such Indebtedness and (e) any mandatory prepayments of (i) any Permitted Junior Priority
Refinancing Debt or Permitted Unsecured Refinancing Debt may not be made except to the extent that prepayments are not prohibited
hereunder and, to the extent required hereunder or pursuant to the terms of any Permitted Equal Priority Refinancing Debt, first
made or offered to the holders of the Term Loans constituting First Lien Obligations and any such Permitted Equal Priority Refinancing
Debt and (ii) any Permitted Equal Priority Refinancing Debt in respect of events described in Section 2.05(2)(a), (b)
and (c)(i), may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis (but not greater
than a pro rata basis as compared to any Class of Term Loans constituting First Lien Obligations with an earlier maturity date
unless the Credit Agreement Refinanced Debt was so entitled to participate on a greater than a pro rata basis) with each Class
of Term Loans constituting First Lien Obligations under Section 2.05(2)(a), (b) and (c)(i), provided,
further, that “Credit Agreement Refinancing Indebtedness” may be incurred in the form of a bridge or other
interim credit facility intended to be Refinanced with (or which converts into or is exchanged for) long-term indebtedness (and
such bridge or other interim credit facility shall be deemed to satisfy clause (b) of the second proviso in this definition
so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such
 “rollover” provisions, such extended credit facility would comply with clause (b) above) and in which case,
on or prior to the first anniversary of the incurrence of such “bridge” or other interim credit facility, clause
(e) of the second proviso in this definition shall not prohibit the inclusion of customary terms for “bridge” facilities,
including customary mandatory prepayment, repurchase or redemption provisions.




    34


     


    

“Credit Extension” means
each of the following: (1) a Borrowing and (2) an L/C Credit Extension.


 


“Cure Amount” has the meaning specified
in Section 8.04(1).


 


“Cure
Expiration Date” has the meaning specified in Section 8.04(1)(a).


 


“Cured Default” has the meaning specified in Section 1.02(9).


 


“Debt Fund Affiliate”
means any Affiliate of an Investor that is a bona fide diversified debt fund that is not (1) a natural person or (2) Holdings,
the Borrower or any Subsidiary of the Borrower.


 


“Debt Representative”
means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar
agent or representative under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise
obtained, as the case may be, and each of their successors in such capacities.


 


“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 and affecting the rights of creditors generally.


 


“Declined Proceeds” has the meaning
specified in Section 2.05(2)(f).


 


“Default” means
any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Default Rate”
means an interest rate equal to (1) the Base Rate plus (2) the Applicable Rate applicable to Base Rate Loans that are Revolving
Loans plus (3) 2.00% per annum; provided that with respect to the outstanding principal amount of any Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan (giving
effect to Section 2.02(3)) plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.


 


“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.


 


“Defaulting Lender” means,
subject to Section 2.17(2), any Lender that (1) has refused (which refusal may be given verbally or in writing and has
not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations
in respect of L/C Obligations, within one (1) Business Day of the date required to be funded by it hereunder, (2) has failed to
pay over to the Administrative Agent, Priority Revolving Agent, any Issuing Bank or any other Lender any other amount required
to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, (3)
has notified the Borrower, the Administrative Agent or the Priority Revolving Agent that it does not intend to comply with its
funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally
under other agreements in which it commits to extend credit, (4) has failed, within three (3) Business Days after request by the
Administrative Agent or the Priority Revolving Agent, to confirm in a manner satisfactory to the Administrative Agent or the Priority
Revolving Agent, as the case may be, that it will comply with its funding obligations or (5) has, or has a direct or indirect parent
company that has, either (a) admitted in writing that it is insolvent or (b) become subject to a Lender-Related Distress Event.
Any determination by the Administrative Agent or the Priority Revolving Agent, as the case may be, as to whether a Lender is a
Defaulting Lender shall be conclusive absent manifest error.




    35


     


    

“Designated
Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s
Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection
with a subsequent sale, redemption or repurchase of, or collection or payment on, such Designated Non-Cash Consideration.


 


“Designated Preferred
Stock” means Preferred Stock of the Borrower, any Restricted Subsidiary thereof or any Parent Company (in each case
other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan
or trust established by the Borrower or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant
to an Officer’s Certificate, on or promptly after the issuance date thereof, the cash proceeds of which are excluded from
the calculation set forth in clause (b) of Section 7.05(1).


 


“Designated Revolving
Commitments” means any commitments to make loans or extend credit on a revolving basis (or delayed draw basis) to the
Borrower or any Restricted Subsidiary by any Person other than the Borrower or any Restricted Subsidiary that have been designated
in an Officer’s Certificate delivered to the Administrative Agent as “Designated Revolving Commitments” until
such time as the Borrower subsequently delivers an Officer’s Certificate to the Administrative Agent to the effect that
such commitments will no longer constitute “Designated Revolving Commitments”; provided that, during such time
(including at the time of the incurrence of such Designated Revolving Commitments), (1) except for purposes of the definition
of “Applicable Rate,” the First Lien Net Leverage Ratios set forth in Section 2.05(2)(a) and Section 2.05(2)(b)
and determining actual compliance with the Financial Covenant, such Designated Revolving Commitments will be deemed an incurrence
of Indebtedness on such date and will be deemed outstanding for purposes of calculating the Interest Coverage Ratio, Total Net
Leverage Ratio, Secured Net Leverage Ratio, First Lien Net Leverage Ratio and the availability of any Baskets hereunder and (2)
commencing on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence
of the entire committed amount of the Indebtedness thereunder (but without netting any cash proceeds thereof), such committed
amount under such Designated Revolving Commitments may thereafter be borrowed (and reborrowed, if applicable), in whole or in
part, from time to time, without further compliance with any Basket or financial ratio or test under this Agreement (including
the Interest Coverage Ratio, Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio).


 


“Discharge” means, with
respect to any Indebtedness, the repayment, prepayment, repurchase (including pursuant to an offer to purchase), redemption, defeasance
or other discharge of such Indebtedness, in any such case in whole or in part.




    36


     


    

“Discount Prepayment Accepting Lender”
has the meaning assigned to such term in Section 2.05(1)(e)(B)(2).


 


“Discount Range” has the meaning
assigned to such term in Section 2.05(1)(e)(C)(1).


 


“Discount Range Prepayment Amount”
has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).


 



“Discount Range Prepayment Notice”
means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(1)(e)(C)(1)
substantially in the form of Exhibit J.


 


“Discount Range Prepayment
Offer” means the written offer by a Lender, substantially in the form of Exhibit K, submitted in response to an
invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.


 


“Discount Range Prepayment
Response Date” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).


 


“Discount Range Proration”
has the meaning assigned to such term in Section 2.05(1)(e)(C)(3).


 


“Discounted Prepayment
Determination Date” has the meaning assigned to such term in Section 2.05(1)(e)(D)(3).


 


“Discounted Prepayment
Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount
Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified
Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response
Date, as applicable, in accordance with Section 2.05(1)(e)(B), Section 2.05(1)(e)(C) or Section 2.05(1)(e)(D),
respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.


 


“Discounted Term Loan Prepayment”
has the meaning assigned to such term in Section 2.05(1)(e)(A).


 


“disposition” has the meaning set
forth in the definition of “Asset Sale.”


 


“Disqualified Institution”
means (1) those particular banks, financial institutions, other institutional lenders and other Persons that were identified in
writing by the Borrower or the Investor to the Initial Lenders on or prior to July 9, 2019 (or, (x) after July 9, 2019 and prior
to the Closing Date, that are identified in writing by the Borrower or the Investor to, and with the consent (not to be unreasonably
withheld, conditioned or delayed) of, the Initial Lenders holding a majority of the aggregate Commitments on July 9, 2019 and
(y) if after the Closing Date, that are identified in writing by the Borrower or the Investor to, and with the consent (not to
be unreasonably withheld, conditioned or delayed) of, the Administrative Agent), (2) any competitor of the Borrower or its Affiliates
that is identified in writing by or on behalf of the Borrower or the Investor to (a) the Initial Lenders on or prior to the Closing
Date and (b) the Administrative Agent from time to time on or after the Closing Date, (3) any competitor of the Investor, and
any Affiliate of such competitor, that (a) is identified in writing by or on behalf of the Borrower or the Investor to the Administrative
Agent after the Closing Date, (b) has a debt platform (or an affiliated debt platform)
that the Investor reasonably believes does not have sufficient customary barriers in place regarding not sharing information with
Affiliates that are competitors of the Investor as of such date of designation pursuant to clause (3)(a) above and (c)
does not have a debt platform (or affiliated debt platform) which would satisfy the criteria in clause (3)(b) above if
applied as of July 9, 2019 (including, for each of the foregoing Persons described in this clause (3), their respective
Affiliates that are reasonably identifiable as such on the basis of their name) and (4) any Affiliate (other than Affiliates that
constitute bona fide diversified debt funds primarily investing in loans)
of the Persons described in the preceding clauses (1) or (2) that are either (i) reasonably identifiable as such
on the basis of their name or (ii) are identified as such in writing by or on behalf of the Borrower or the Investor as set forth
hereinabove (including, in the case of this clause (ii), within the time periods set forth in clauses (1) or (2)
above for the identification of the related Affiliate Disqualified Institution); provided that any Person that is a
Lender or Participant and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time
it became a Lender or a Participant, as applicable) shall be deemed to not be a Disqualified Institution hereunder (in the case
of any such Participant that is not a Lender, solely with respect to the participations held by such Participant). The identity
of Disqualified Institutions may be communicated by the Administrative Agent to a Lender upon request, but will not be otherwise
posted or distributed to any Person.




    37


     


    

“Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it
is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable
(other than (1) for any Qualified Equity Interests or (2) solely as a result of a change of control, asset sale, casualty, condemnation
or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than (1) for any Qualified Equity Interests or (2) solely as a result of a change of control, asset sale, casualty, condemnation
or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the then Latest Maturity
Date or the date the Loans are no longer outstanding and the Commitments have been terminated; provided that if such Capital
Stock is issued pursuant to any plan for the benefit of future, current or former employees, directors, officers, members of management,
consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any
permitted transferees thereof) of the Borrower or its Subsidiaries or any Parent Company or by any such plan to such employees,
directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment
Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock will not constitute Disqualified
Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory
or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s,
consultant’s or independent contractor’s termination, death or disability; provided further any Capital Stock
held by any future, current or former employee, director, officer, member of management, consultant or independent contractor
(or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the
Borrower, any of its Subsidiaries, any Parent Company, or any other Person in which the Borrower or a Restricted Subsidiary has
an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee
thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock
option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because
it may be required to be repurchased by the Borrower or any Subsidiary in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s
or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of
Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum
fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price” of
any Disqualified Stock that does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified
Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt, Consolidated Secured Debt
or Consolidated First Lien Secured Debt, as applicable, will be required to be determined pursuant to this Agreement, and if such
price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined
in good faith by the Borrower.




    38


     


    

“Distressed Agent” shall
have the meaning provided in the definition of the term “Agent-Related Distress Event.”


 


“Distressed Person” shall
have the meaning provided in the definition of the term “Lender-Related
Distress Event.”


 


“Divided LLC” means any LLC
formed upon the consummation of an LLC Division.


 


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


 


“Domestic Subsidiary”
means any direct or indirect Subsidiary of the Borrower that is organized under the Laws of the United States, any state thereof
or the District of Columbia.


 


“ECF Payment Amount”
has the meaning specified in Section 2.05(2)(a).


 


“ECF Percentage”
has the meaning specified in Section 2.05(2)(a).


 


“EEA Financial
Institution” means (1) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (2) any entity established in an EEA Member Country which is a parent of an
institution described in clause (1) of this definition or (3) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (1) or (2) 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” has the meaning
specified in Section 10.07(1).


 


“EMU” means the economic
and monetary union as contemplated in the Treaty on European Union.


 


“Environment”
means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and sub-surface strata, and natural resources
such as wetlands, flora and fauna.


 


“Environmental
Laws” means any and all Laws relating to pollution or the protection of the Environment or, to the extent relating to
exposure to Hazardous Materials, worker health.


 


“Environmental Liability”
means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities)
of any Loan Party or any of its Subsidiaries directly or indirectly resulting
from or based upon (1) violation of any Environmental Law, (2) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (3) exposure to any Hazardous Materials, (4) the Release or threatened Release of any Hazardous
Materials or (5) any contract or other written agreement pursuant to which liability is assumed or imposed with respect to any
of the foregoing.




    39


     


    

“EP ICA Applicable Provisions”
has the meaning specified in the definition of “Equal Priority Intercreditor Agreement.”


 


“Equal Priority
Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by
Liens on the Collateral which are intended to rank equal in priority
to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of
remedies), at the option of the Borrower and the Administrative Agent acting together in good faith, either (1) an intercreditor
agreement substantially in the form of Exhibit G-1, together with any changes thereto which are reasonably acceptable to
the Administrative Agent and the Borrower or (2) a customary intercreditor agreement in form and substance reasonably acceptable
to the Administrative Agent and the Borrower (but which agreement, for the avoidance of doubt, shall in any event contain provisions
substantially similar to Sections 2.01(b), 2.01(f), 2.03(c), 2.10(a)(y), 5.02(d), 5.15 and 5.16 of Exhibit G-1 (the “EP
ICA Applicable Provisions”)), which agreement shall provide that the Liens on the Collateral securing such Indebtedness
shall rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without
regard to the control of remedies), in each case with such modifications thereto as the Administrative Agent and the Borrower
may agree.


 


“Equity Contribution”
means, collectively, the direct or indirect contribution to the Borrower or any Parent Company, by the Investor, members of management
of the Company and the Co- Investors of an aggregate amount of cash and rollover equity (which shall be in the form of common equity
or (on terms reasonably satisfactory to the Initial Lenders) other equity) that represents not less than 35% of the Funded Capitalization;
provided that, after giving effect to the Transactions, the Investor shall control, directly or indirectly, beneficially
not less than a majority of the Voting Stock of Holdings on the Closing Date.


 


“Equity
Interests” means, with respect to any Person, the Capital Stock of such Person and all warrants, options or other rights
to acquire Capital Stock of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital
Stock of such Person.


 


“Equity Offering” means
any public or private sale of common equity or Preferred Stock of the Borrower or any Parent Company (excluding Disqualified Stock),
other than:


 


(1)           public
offerings with respect to the Borrower’s or any Parent Company’s common equity registered on Form S-4 or Form S-8;


 


(2)           issuances
to any Restricted Subsidiary of the Borrower; and


 


(3)           any
such public or private sale that constitutes an Excluded Contribution.


 


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




    40


     


    

“ERISA Affiliate”
means any trade or business (whether or not incorporated) that together with any Loan Party is treated as a single employer within
the meaning of Section 414 of the Code or Section 4001 of ERISA.


 


“ERISA Event” means (1)
a Reportable Event with respect to a Pension Plan; (2) a withdrawal by any Loan Party or any of their respective ERISA Affiliates
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it 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; (3) a complete or partial withdrawal by any Loan Party or any of their respective
ERISA Affiliates from a Multiemployer Plan, written notification of any Loan Party or any of their respective ERISA Affiliates
concerning the imposition of withdrawal liability or written notification that a Multiemployer Plan is “insolvent”
(within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (4) the filing under Section 4041(c) of ERISA
of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination
under Sections 4041 or 4041A of ERISA, or the commencement in writing of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (5) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension
Plan or Multiemployer Plan, other than for the payment of PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
any Loan Party or any of their respective ERISA Affiliates; (6) an 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 or Multiemployer Plan; (7)
a failure to satisfy the minimum funding standard (within the meaning of Section 302 of ERISA or Section 412 of the Code) with
respect to a Pension Plan, whether or not waived; (8) the application for a minimum funding waiver under Section 302(c) of ERISA
with respect to a Pension Plan; (9) the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with
respect to any Pension Plan; (10) a determination that any Pension Plan is in “at risk” status (within the meaning
of Section 303 of ERISA or Section 430 of the Code); or (11) the occurrence of a nonexempt prohibited transaction with respect
to any Pension Plan maintained or contributed to by any Loan Party or any of their respective ERISA Affiliates (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Loan Party.


 


“Escrow” has the meaning specified
in the definition of “Indebtedness.”


 


“Escrowed Proceeds”
means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent
escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts
on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed
Proceeds” shall include any interest earned on the amounts held in escrow.


 


“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.


 


“Euro” or “euro”
means the single currency of participating member states of the EMU.


 


“Eurodollar Rate” means:


 


(1)           for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”),
or a comparable or successor rate which rate is approved by the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent), as published on the applicable Bloomberg screen page (or such other commercially available source providing
quotations as may be designated by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two (2)
Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period; and




    41


     


    

(2) 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 to the extent a comparable or successor rate is approved by the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) in connection herewith, the approved rate shall be applied in a manner consistent
with market practice; provided, further, that to the extent such market practice is not administratively feasible for the
Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), such approved rate shall
be applied in a manner as otherwise reasonably determined by the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent) in consultation with the Borrower; provided, further, that if such rate
is not available at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be (a) a successor
or alternative index rate as the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (b) absent such mutual
selection by the Borrower and the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent), a comparable successor or alternative interbank rate for deposits in Dollars that is, at such time, broadly accepted as
the prevailing market practice for leveraged loans of this type in lieu of the “LIBOR Rate” as reasonably determined
by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), in each case of
clauses (a) or (b) above, subject to Section 1.12; provided, further, that in no event shall the Eurodollar
Rate for Closing Date Term Loans, 2020 Incremental Term Loans
and Revolving Loans under the Closing Date Revolving Facility that bear interest at a rate based on clauses (1) and (2)
of this definition be less than 1.00%.


 


“Eurodollar Rate Loan”
means a Loan that bears interest at a rate based on clause (1) of the definition of “Eurodollar Rate.”


 


“Event of Default” has the meaning
specified in Section 8.01.


 


“Excess Cash Flow” means,
for any period, an amount equal to the excess of:


 


(1)          the sum, without duplication, of:


 


(a)            Consolidated
Net Income of the Borrower for such period,


 


(b)           an
amount equal to the amount of all non-cash charges (including depreciation and amortization) for such period to the extent deducted
in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential
cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period,


 


(c)           decreases
in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa)
and, without duplication, decreases in long-term accounts
receivable and increases in the long-term portion of deferred revenue (except as a result of the reclassification of items from
short-term to long-term or vice versa), in each case, for such period (other than any such decreases or increases, as applicable,
arising from acquisitions or Asset Sales outside the ordinary course of assets by the Borrower or any Restricted Subsidiary during
such period or the application of recapitalization or purchase accounting),




    42


     


    

(d)           the
amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash Taxes paid in such period
and


 



(e)           cash receipts in respect of Hedge Agreements
during such fiscal year to the extent not otherwise included in such Consolidated Net Income; over


 


(2)           the sum,
without duplication, of:


 


(a)           an
amount equal to the amount of all non-cash credits (including, to the extent constituting non-cash credits, amortization of deferred
revenue acquired as a result of the Acquisition or any Permitted Acquisition, investment permitted hereunder or any similar transaction)
included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal
of an accrual or reserve described in clause (1)(b) above) and cash losses, charges (including any reserves or accruals
for potential cash charges in any future period), expenses, costs and fees excluded by virtue of the definition of “Consolidated
Net Income,”


 


(b)           payments
in respect of indemnification, adjustment of purchase price, earnouts, other contingent consideration obligations and other deferred
purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any
business, assets or a Subsidiary (including the HealthScape Earn- Out Payment and the Pareto Earn-Out Payment), in each case, except
to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Borrower or any Restricted
Subsidiary,


 


(c)           the
aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (i) the
principal component of payments in respect of Capitalized Lease Obligations, (ii) all scheduled principal repayments of Loans,
Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness (or any Indebtedness representing Refinancing
Indebtedness in respect thereof in accordance with the corresponding provisions of the governing documentation thereof) and any
other Indebtedness outstanding pursuant to Section 7.02 (or any Indebtedness representing Refinancing Indebtedness in respect
of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof), in each case
to the extent such payments are permitted hereunder and actually made and (iii) the amount of any scheduled repayment of Term
Loans pursuant to Section 2.07 or any mandatory prepayment of Term Loans pursuant to Section 2.05(2)(b) (or any
Indebtedness representing Refinancing Indebtedness in respect of any of the foregoing in accordance with the corresponding provisions
of the governing documentation thereof) and any mandatory Discharge of (I) Permitted Incremental Equivalent Debt or Credit Agreement
Refinancing Indebtedness (or any Indebtedness representing Refinancing Indebtedness in respect of any of the foregoing in accordance
with the corresponding provisions of the governing documentation thereof) and (II) any other Indebtedness outstanding
pursuant to Section 7.02 (or any Indebtedness representing Refinancing Indebtedness in respect of any of the foregoing
in accordance with the corresponding provisions of the governing documentation thereof) pursuant to the corresponding provisions
of the governing documentation thereof, in each case, to the extent required
due to an Asset Sale or Casualty Event that resulted in an increase to Consolidated Net Income for such period and not in excess
of the amount of such increase, but excluding (A) all other prepayments of Term Loans, (B) all prepayments of Revolving Loans,
Swing Line Loans and all prepayments in respect of any other revolving credit facility, except to the extent there is an equivalent
permanent reduction in commitments thereunder and (C) payments on any Junior Indebtedness, except in each case to the extent permitted
to be paid pursuant to Section 7.05) made during such period, in each case, except to the extent financed with the proceeds
of long-term Indebtedness (other than revolving Indebtedness) of the Borrower or any Restricted Subsidiary,




    43


     


    

(d)           an
amount equal to the aggregate net non-cash gain on Asset Sales outside the ordinary course of business by the Borrower or any
Restricted Subsidiary during such period to the extent included in arriving at such Consolidated Net Income and the net cash loss
on Asset Sales to the extent otherwise added to arrive at Consolidated Net Income,


 


(e)           increases
in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa)
and, without duplication, increases in long-term accounts receivable and decreases in the long-term portion of deferred revenue
(except as a result of the reclassification of items from short- term to long-term or vice versa), in each case, for such period
(other than any such increases or decreases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course
by the Borrower or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting),


 


(f)            cash payments by
the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted
Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating
Consolidated Net Income,


 


(g)           the
amount of Restricted Payments paid in cash during such period, except to the extent such Restricted Payments were financed with
the proceeds of long- term Indebtedness (other than revolving Indebtedness) of the Borrower or any Restricted Subsidiary (unless
such Indebtedness has been repaid),


 


(h)           the
aggregate amount of expenditures (including expenditures for the payment of financing fees) paid in cash during such period to
the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income,
except to the extent such expenditures (other than expenditures that correspond to a charge added to Excess Cash Flow under clause
(1)(b) above with respect to a prior period) were financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)
of the Borrower or any Restricted Subsidiary,




    44


     


    

(i)             the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries
during such period that are made in connection with any prepayment or redemption of Indebtedness to the extent (i) such premium,
make-whole or penalty payments were not expensed during such period or are not deducted in calculating Consolidated Net Income
and (ii) such prepayments or redemptions reduced Excess Cash Flow pursuant to clause (2)(c) above or reduced the mandatory
prepayment required by Section 2.05(2)(a),


 


(j)             without
duplication of amounts deducted from Excess Cash Flow in other periods, and at the option of the Borrower, (i) the aggregate consideration
required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period and (ii) any planned cash expenditures by the Borrower or
any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of the preceding clauses
(i) and (ii), relating to Permitted Acquisitions or other investments, Capital Expenditures, Restricted Payments, acquisitions
of intellectual property, any scheduled payment, repurchase or redemption of Indebtedness that was permitted by the terms of this
Agreement to be incurred and paid, repurchased or redeemed or permitted tax distributions, in each case, to be consummated or
made, as applicable, during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except
to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that
to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness
(other than revolving Indebtedness) of the Borrower or any Restricted Subsidiary) of such Permitted Acquisitions or other investments,
Capital Expenditures, Restricted Payments, acquisitions of intellectual property, permitted scheduled payments, repurchases or
redemptions of Indebtedness that were permitted by the terms of this Agreement to be incurred and paid, repurchased or redeemed
or permitted tax distributions during such following period of four consecutive fiscal quarters is less than the Contract Consideration
and Planned Expenditures (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving
Indebtedness) of the Borrower or any Restricted Subsidiary), the amount of such shortfall shall be added to the calculation of
Excess Cash Flow at the end of such period of four consecutive fiscal quarters,


 


(k)           the
amount of cash Taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such
period plus the amount of distributions made in such period under Section 7.05(2)(n), to the extent they exceed the
amount of expense deducted in determining Consolidated Net Income for such period,


 


(l)            cash
expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such Consolidated
Net Income,


 


(m)          any
fees, expenses or charges incurred during such period (including the Transaction Expenses), or any amortization thereof for such
period, in connection with any acquisition, investment, disposition, incurrence or repayment of Indebtedness, issuance of Equity
Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification
of this Agreement, the other Loan Documents and related documents with respect to any other Indebtedness) and including, in each
case, any such transaction consummated prior to the Closing Date and any such transaction
undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such
transaction, in each case whether or not successful, in each case, except to the extent financed with the proceeds of long-term
Indebtedness (other than revolving Indebtedness) of the Borrower or any Restricted Subsidiary,




    45


     


    

(n)           at
the option of the Borrower, any amounts in respect of investments (including Permitted Acquisitions, Investments constituting
Permitted Investments and Investments made pursuant to Section 7.05) and Restricted Payments (including related earnouts
and similar payments) which could have been deducted pursuant to clause (2)(g) above if made in such period, but which
are made after the end of such period and prior to the date upon which a mandatory prepayment for such period would be required
under Section 2.05(2)(a) (which amounts, if so deducted in accordance with this clause (n), shall not affect
the calculation of Excess Cash Flow in any future period), and


 


(o)           the
aggregate amount of Catch-Up Management Fees paid in cash during such period to the extent that such expenditures are not expensed
during such period or are not deducted in calculating Consolidated Net Income.


 


Notwithstanding anything
else provided in this Agreement, (x) the amounts deducted under clause (2) above shall in no event be duplicative of amounts
deducted under clauses (i) through (v) of Section 2.05(2)(a) and (y) to the extent an amount is eligible
to be deducted under either clause (2) above or clauses (i) through (v) of Section 2.05(2)(a), such amounts
shall be deemed to have been deducted under clauses (i) through (v) of Section 2.05(2)(a) (and not, for the
avoidance of doubt, clause (2) above).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.



    46


     


    


“Excluded Assets” means
(1) (a) any fee-owned real property and (b) any leasehold interest in real property, (2) motor vehicles and other assets subject
to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement,
(3) all commercial tort claims that are not expected to result in a judgment or settlement payment in excess of $5.0 million (as
determined by the Borrower in good faith), (4) any governmental or regulatory licenses, authorizations, certificates, charters,
franchises, approvals and consents (whether Federal, State, or otherwise) to the extent a security interest therein is prohibited
or restricted thereby or requires any consent, acknowledgment or authorization from a Governmental Authority not obtained (without
any requirement to obtain such consent, acknowledgment or authorization) other than proceeds and receivables thereof, the assignment
of which is expressly deemed effective under the UCC notwithstanding such prohibition, (5) assets to the extent the pledge thereof
or grant of security interests therein (a) is prohibited or restricted by any applicable Law, rule or regulation or would require
any consent, approval or authorization of any governmental or regulatory authority not obtained (without any requirement to obtain
such any consent, approval or authorization) after giving effect to the applicable anti-assignment provisions of the UCC and other
applicable Law (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC
notwithstanding such prohibition), (b) would cause the destruction, invalidation or abandonment of such asset under applicable
Law (solely with respect to any intellectual property) or (c) is prohibited by any contract or would require any consent, approval,
license or other authorization of any third party (other than Holdings or its Subsidiaries) (provided that such requirement
existed on the Closing Date or at the time of the acquisition of such asset, as applicable, and was not incurred in contemplation
thereof (other than in the case of capital leases and purchase money
financings)) or governmental or regulatory authority not obtained (without any requirement to obtain such consent, approval, license
or other authorization), other than to the extent such prohibition or restriction is ineffective under the UCC and other applicable
Law, (6) margin stock and Equity Interests in any Person that is not the Borrower or a wholly owned Material Subsidiary of the
Borrower that is a Restricted Subsidiary, (7) Equity Interests in Immaterial Subsidiaries and Excluded Subsidiaries other than
Subsidiaries that are (x) Excluded Subsidiaries solely pursuant to clause (2) or (3) of the definition of “Excluded Subsidiaries”
and (y) directly owned by a Loan Party (provided that if a pledge of the Equity Interests in any Foreign Subsidiary or
Foreign Subsidiary Holdco is required pursuant to this Agreement, the pledge of the Equity Interests of such Subsidiary shall
be limited to no more than 65% of the total issued and outstanding Equity Interests of such Foreign Subsidiary or Foreign Subsidiary
Holdco, as applicable), (8) any lease, license, sublicense or agreement (not otherwise subject to clause (5) above) or any property
that is subject to a capital lease, purchase money security interest or similar arrangement, in each case permitted by this Agreement,
to the extent that a grant of a security interest therein (a) would violate or invalidate such lease, license, sublicense or agreement
or purchase money security interest or similar arrangement or create a right of termination in favor of any other party thereto
(other than Holdings or any of its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC and
other applicable Law (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under
the UCC notwithstanding such prohibition) or (b) would require governmental or regulatory approval, consent or authorization not
obtained (without any requirement to obtain such approval, consent or authorization), other than proceeds and receivables thereof,
the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (9) (x) cash and Cash Equivalents,
deposit, securities, commodities and other accounts, securities entitlements and related assets, except, in each case, to the
extent constituting identifiable proceeds of Collateral a security interest in which is perfected by the filing of an “all
assets” UCC financing statement by the Administrative Agent or automatically without any further action or filing by the
Administrative Agent and (y) any deposit account maintained and used exclusively as a payroll account, withholding tax account,
or fiduciary or escrow account that holds funds solely for the benefit of third parties (other than Holdings or any of its Subsidiaries
that is a Guarantor), (10) letter of credit rights, except to the extent perfection of the security interest therein is accomplished
by the filing of a UCC financing statement, (11) any intent-to-use trademark applications filed in the United States Patent and
Trademark Office, pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement
of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act or an accepted
filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use
in commerce” application pursuant to Section 1(c) of the Lanham Act, (12) assets where the burden or cost (including any
adverse tax consequences to the Borrower, any Parent Company or any Subsidiary) of obtaining a security interest therein or perfection
thereof exceeds the practical benefit to the Lenders afforded thereby as reasonably determined between the Borrower and the Administrative
Agent, (13) any assets to the extent a security interest in such assets or perfection thereof would result in material adverse
tax consequences to the Borrower, any Parent Company or any Subsidiary as determined by the Borrower in good faith, in consultation
with the Administrative Agent and (14) any assets located in or governed by any non-U.S. jurisdiction law or regulation (other
than (a) Equity Interests and intercompany debt of Foreign Subsidiaries otherwise required to be pledged pursuant to the Collateral
Documents and (b) assets that can be perfected by the filing of a UCC financing statement), including any intellectual property
located in a non-U.S. jurisdiction, in each case of the foregoing clauses (1) through (14), subject to the Excluded
Subsidiary Joinder Exception.




    47


     


    

“Excluded Contribution”
means net cash proceeds or the fair market value of marketable securities or the fair market value of Qualified Proceeds received
by the Borrower from:


 


(1)           contributions
to its common equity capital;


 


(2)           dividends,
distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and


 


(3)           the
sale (other than to a Restricted Subsidiary of the Borrower or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Borrower) of Capital Stock (other than Disqualified Stock and Designated
Preferred Stock) of the Borrower;


 


in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate
and that are excluded from the calculation set forth in clause (b) of Section 7.05(1); provided that Excluded
Contributions shall not include Cure Amounts or the Equity Contribution. 


 


“Excluded Information” has the meaning specified
in the definition of “Big Boy Letter.”


 


“Excluded Proceeds”
means, with respect to any Asset Sale or Casualty Event, the sum of, (1) any Net Proceeds therefrom that constitute Declined Proceeds
and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied
to prepay the applicable Term Loans pursuant to Section 2.05(2)(b).


 


“Excluded Subsidiaries”
means all of the following and


 


“Excluded Subsidiary” means any of them (in each case, subject to the Excluded
Subsidiary Joinder Exception):


 


(1)           any
Subsidiary that is not a direct, wholly owned Subsidiary of the Borrower or a Subsidiary Guarantor,


 


(2)           any Foreign
Subsidiary,


 


(3)           any Foreign
Subsidiary Holdco,


 


(4)           any
Domestic Subsidiary that is a Subsidiary of any (a) Foreign Subsidiary or (b) Foreign Subsidiary Holdco,


 


(5)           any
Subsidiary (including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions)
that is prohibited or restricted by applicable Law or by Contractual Obligation (including in respect of assumed Indebtedness
permitted hereunder and not created in contemplation of the applicable investment or acquisition) existing on the Closing Date
(or, with respect to any Subsidiary acquired by the Borrower or a Restricted Subsidiary after the Closing Date (and so long as
such Contractual Obligation was not incurred in contemplation of such investment or acquisition), on the date such Subsidiary
is so acquired) from providing a Guaranty (including any Broker-Dealer Regulated Subsidiary) or if such Guaranty would require
governmental (including regulatory) or third party (other than any Loan Party or their respective Subsidiaries) consent, approval,
license or authorization not obtained,




    48


     


    

(6)           any
special purpose vehicle (or similar entity), receivables subsidiary or any Securitization Subsidiary,


 


(7)           any Captive Insurance Subsidiary or not-for-profit
Subsidiary,


 


(8)           any Subsidiary that is not a Material Subsidiary,


 



(9)           any Subsidiary where the Borrower and the Administrative
Agent reasonably determine that the burden or cost (including any adverse tax consequences to the Borrower or any of its Subsidiaries
or any Parent Company) of providing the Guaranty will outweigh the benefits to be obtained by the Lenders therefrom,


 


(10)         any
Unrestricted Subsidiary,


 


(11)         any
Broker-Dealer Regulated Subsidiary, and


 


(12)         any
other Subsidiaries as mutually agreed between the Borrower and the Administrative Agent.


 


“Excluded Subsidiary
Joinder Exception” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, (1) 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 (each such obligation, a “Swap
Obligation”), if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such
Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity
Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) (a) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 3.02
of the Guaranty and any other “keepwell, support or other agreement” for the benefit of such Loan Party for all purposes
of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guarantee of such Loan Party, or a grant by such Loan
Party of a security interest, becomes effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation that
is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Loan Party is a “financial
entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such
security interest by, as applicable) such Loan Party becomes or would become effective with respect to such Swap Obligation or
(2) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Loan Party as specified in any agreement
between the relevant Loan Parties and hedge counterparty applicable to such Swap Obligations. If a Swap Obligation arises under
a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to swaps for which such guarantee or security interest becomes excluded in accordance with the first sentence of
this definition.


 


“Excluded Taxes” means, with respect
to each Agent and each Lender,


 


(1)           any
Tax imposed on (or measured by) such Agent or Lender’s net income or profits (or net worth Tax in lieu of such Tax on net
income or profits), or franchise Taxes, imposed by a jurisdiction as a result of such Agent or Lender being organized under the
laws of or having its principal office or applicable Lending
Office located in such jurisdiction or as a result of any other present or former connection between such Agent or Lender and the
jurisdiction (including as a result of such Agent or Lender carrying on a trade or business, having a permanent establishment or
being a resident for Tax purposes in such jurisdiction), other than a connection arising solely from such Agent or Lender having
executed, delivered, enforced, 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 sold or assigned an interest in, any Loan or Loan Document,




    49


     


    

(2)           any
branch profits Tax under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (1)
above,


 


(3)           other
than pursuant to an assignment request by the Borrower under Section 3.07, any U.S. federal Tax that is withheld or required
to be withheld on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a Law in effect on the date such Lender (a) acquires such interest in the applicable Commitment or, if such Lender
did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such
Loan (or where the Lender is a partnership for U.S. federal income Tax purposes, pursuant to a Law in effect on the later of the
date on which such Lender acquires such interest or the date on which the affected partner becomes a partner of such Lender) or
(b) designates a new Lending Office except, in the case of a Lender that designates a new Lending Office or is an assignee, to
the extent that such Lender or partner (or its assignor, if any) was entitled, immediately prior to the time of designation of
a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such U.S. federal Tax pursuant
to Section 3.01,


 


(4)           any
Tax attributable to such Lender’s or Agent’s failure to comply with Section 3.01(3) or Section 3.01(7),
respectively,


 


(5)           any Tax
imposed under FATCA,


 


(6)           any U.S.
federal backup withholding under Section 3406 of the Code, and


 


(7)           any
interest, additions to taxes and penalties with respect to any taxes described in clauses (1) through (6) of this definition.


 


“Existing Credit Agreement”
means that certain Credit Agreement, dated as of November 16, 2018, by and among, inter alios, Convey Health Solutions,
Inc. and Churchill Agency Services LLC, as administrative agent and collateral agent, as amended, restated, supplemented or otherwise
modified from time to time on or prior to the date hereof.


 


“Existing Letters of Credit” means each of
the letters of credit described on Schedule 1.01(3) hereto.


 


“Existing Revolving Class”
has the meaning specified in Section 2.16(2).


 


“Existing Term Loan Class” has the meaning specified in
Section 2.16(1).


 


“Expiring Credit Commitment”
has the meaning specified in Section 2.04(7).




    50


     


    

“Extended Revolving Commitments”
has the meaning specified in Section 2.16(2).


 


“Extended Term Loans” has the meaning specified in Section
2.16(1).


 


“Extending Lender” means
an Extending Revolving Lender or an Extending Term Lender, as the case may be.


 



“Extending Revolving Lender” has
the meaning specified in Section 2.16(3).


 


“Extending Term Lender” has the meaning specified in Section
2.16(3).


 


“Extension”
means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.


 


“Extension Amendment”
has the meaning specified in Section 2.16(4).


 


“Extension Election”
has the meaning specified in Section 2.16(3).


 


“Extension Minimum
Condition” means a condition to consummating any Extension that a minimum amount (to be determined and specified in the
relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.


 


“Extension Request” means
any Term Loan Extension Request or any Revolving Extension Request, as the case may be.


 


“Extension Series” means
any Term Loan Extension Series or a Revolving Extension Series, as the case may be.


 


“Facilities” means the
Closing Date Term Loans, the 2020 Incremental Term Loans, the Revolving Facility, the Closing
Date Revolving Facility, the Closing Date Term Loan
Facility, the 2020 Incremental Term Loan Facility, the Non-Priority Facility, the Priority Revolving Facility, a given
Extension Series of Extended Revolving Commitments, a given Class of Other Term Loans, a given Extension Series of Extended Term
Loans, a given Class of Incremental Term Loans, a given Class of Incremental Revolving Commitments, any Other Revolving Loan (or
Commitment) or a given Class of Replacement Loans, as the context may require, and “Facility” means any of
them.


 


“Facilities Fees” has the meaning
specified in the Fee Letter.


 


“fair market value”
means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in
good faith.


 


“FATCA” means Sections
1471 through 1474 of the Code as in effect on the date hereof or any amended or successor version thereof that is substantively
comparable and not materially more onerous to comply with (and, in each case, any current or future regulations promulgated thereunder
or official interpretations thereof), any applicable intergovernmental agreement entered into in respect thereof, and any provision
of law or administrative guidance implementing or interpreting such provisions, including any agreements entered into pursuant
to any such intergovernmental agreement or Section 1471(b)(1) of the Code as of the date hereof (or any amended or successor version
described above).




    51


     


    

“FCPA” has the meaning specified
in Section 5.01.


 


“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 published by the Federal Reserve Bank on the Business Day next succeeding such day; provided
that (1) 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 so published on the next succeeding Business Day and
(2) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average
rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for the day for such transactions received
by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) from three depository
institutions of recognized standing selected by it. For the avoidance of doubt, if the Federal Funds Rate shall be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


“Fee Letter”
means that certain Fee Letter, dated July 9, 2019, among Cannes Parent, Inc. and the Initial Lenders.


 


“Financial Covenant”
means the covenant specified in Section 7.10(1).


 


“Financial Covenant Cross Default”
has the meaning specified in Section 8.01(2).


 


“Financial Covenant Event of Default” has the meaning specified
in Section 8.01(2).


 


“Financial Incurrence”
has the meaning specified in Section 1.07(8).


 


“Financial Officer”
means, with respect to a Person, the chief financial officer, accounting officer, treasurer, controller or other senior financial
or accounting officer of such Person, as appropriate.


 


“First Lien Net Leverage
Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated First Lien Secured Debt outstanding as of
the last day of such Test Period, minus the Unrestricted Cash Amount on such last day to (2) Consolidated EBITDA of the
Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments
as are appropriate and consistent with Section 1.07.


 


“First
Lien Obligations” means the Obligations, the Permitted Incremental Equivalent Debt and the Credit Agreement Refinancing
Indebtedness, in each case, that are, or are purported to be, secured by the Collateral on an equal priority basis (but without
regard to the control of remedies) with Liens on the Collateral securing the Closing Date Term Loans and
the 2020 Incremental Term Loans. For the avoidance of doubt, “First Lien Obligations” shall include the Closing
Date Term Loans and the 2020 Incremental Term Loans.


 


“First
Lien/Second Lien Intercreditor Agreement” means any of (1) an intercreditor agreement substantially in the form of Exhibit
G-2, together with any changes thereto which are reasonably acceptable to the Borrower and the Administrative Agent or (2)
a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower (but
which agreement, for the avoidance of doubt, shall in any event contain provisions substantially similar to Sections 3.01(a)(2),
4.02(d), 4.02(e), 5.03(a), the second proviso of 5.03(d), 8.18 and 8.19 of Exhibit G-12
(the “FL/SL ICA Applicable Provisions”, and together with the EP ICA Applicable Provisions, the “ICA
Applicable Provisions”)), which agreement shall provide that the Liens on the Collateral securing such Indebtedness
shall rank junior in priority to the Liens on the Collateral securing the Obligations under this Agreement, in each case with such
modifications thereto as the Administrative Agent and the Borrower may agree.




    52


     


    




“Fixed Basket” has the meaning
specified in Section 1.07(8).


 


“floor” means,
with respect to any reference rate of interest, any fixed minimum amount specified for such rate.


 


“FL/SL ICA Applicable Provisions”
has the meaning specified in the definition of “First Lien/Second
Lien Intercreditor Agreement.”


 


“Foreign Asset
Sale” has the meaning specified in Section 2.05(2)(g).


 


“Foreign Casualty
Event” has the meaning specified in Section 2.05(2)(g).


 


“Foreign Lender”
means a Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.


 


“Foreign Plan”
means any employee benefit plan, program or agreement maintained or contributed to by, or entered into with, the Borrower or any
Subsidiary of the Borrower with respect to employees employed outside the United States (other than benefit plans, programs or
agreements that are mandated by applicable Laws).


 


“Foreign Subsidiary” means
any direct or indirect Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


“Foreign Subsidiary Holdco”
means a Subsidiary substantially all of whose assets consists (directly or indirectly) of the Capital Stock and/or indebtedness
of one or more (1) Foreign Subsidiaries or (2) Foreign Subsidiary Holdcos.


 


“Free and Clear Incremental Amount” has the
meaning specified in Section 2.14(4)(c)(i).


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (1) with respect to an Issuing Bank, such Defaulting Lender’s Applicable
Percentage of the outstanding L/C Obligations, other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (2) with respect
to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans, other than Swing Line Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized
in accordance with the terms hereof.


 


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


 


“Funded Capitalization”
means the sum of (1) the aggregate gross proceeds of the Closing Date Term Loans and any Closing Date Revolving Borrowings
(excluding, in each case, any Closing Date Term Loan and Closing Date Revolving Borrowing drawn for working capital and/or purchase
price adjustments under the Acquisition Agreement and/or for working capital purposes (including to repay amounts outstanding under any
existing revolving credit facility, including under the Existing Credit Agreement)), plus (2) the Equity Contribution, minus
(3) the aggregate amount of cash on hand at the Company and its Subsidiaries on the Closing Date.




    53


     


    

“Funded Debt” means all
Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date
of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a
date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders
to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of
the accounting profession, as in effect from time to time. At any time after the Closing Date, the Borrower may elect to apply
IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP will thereafter be construed
to mean IFRS (except as otherwise provided in this Agreement); provided, however, that any such election, once made,
will be irrevocable; provided, further that any calculation or determination in this Agreement that requires the
application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS will remain
as previously calculated or determined in accordance with GAAP. The Borrower will give notice of any such election made in accordance
with this definition to the Administrative Agent. Notwithstanding any other provision contained herein, (1) the amount of any
Indebtedness under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance
with Section 1.03 and (2) 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 Financial Accounting Standards
Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to
value any Indebtedness or other liabilities of the Borrower or the Loan Parties at “fair value”, as defined therein.
Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or IFRS) or in the application
thereof that, in each case, would affect the computation of any financial ratio or financial requirement, or compliance with any
covenant, set forth in any Loan Document (including, but not limited to, the impact of Accounting Standards Update 2016-2, Revenue
from Contracts with Customers (Topic 606) or similar revenue recognition policies promulgated after the Closing Date), and the
Borrower shall so request (regardless of whether any such request is given before or after such change), the Administrative Agent,
the Lenders and the Borrower will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio,
requirement or covenant to preserve the original intent thereof in light of such change in GAAP (or IFRS); provided that
until so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP (or IFRS) without
giving effect to such change therein and (b) if reasonably requested by the Administrative Agent with respect to periods ending
prior to the date that is one year after the effectiveness of such change, the Borrower shall provide to the Administrative Agent
(for distribution to the Lenders), together with any financial statements to be delivered pursuant to Section 6.01, a summary
reconciliation between calculations of any such ratios or requirements required to be included in the corresponding Compliance
Certificate to be delivered pursuant to Section 6.02(4) made before and after giving effect to such change in GAAP (or
IFRS). For the avoidance of doubt, subject to the requirements of the foregoing clause (b), the operation of this paragraph shall
otherwise have no effect with respect to any financial statements required to be delivered pursuant to Section 6.01 unless
the Borrower otherwise elects.




    54


     


    

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


 


“Granting Lender” has the meaning
specified in Section 10.07(7).


 


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in
the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of
credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.


 


“Guarantee” means, as
to any Person, without duplication, (1) any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness
or other monetary 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, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (b) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of
the payment or performance of such Indebtedness or other monetary obligation, (c) 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 monetary obligation or (d) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or
to protect such obligee against loss in respect thereof (in whole or in part) or (2) any Lien on any assets of such Person securing
any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation
is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien);
provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case
in the ordinary course of business or consistent with industry practice, or customary and reasonable indemnity obligations in
effect on the Closing Date or entered into in connection with the Transactions or any acquisition or disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness). 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.


 


“Guarantors” has the meaning
specified in clause (2) of the definition of “Collateral and Guarantee Requirement.” For avoidance of doubt,
the Borrower may, in its sole discretion, cause any Parent Company or Restricted Subsidiary that is not required to be a Guarantor
to Guarantee the Obligations by causing such Parent Company or Restricted Subsidiary to execute a joinder to the Guaranty (substantially
in the form provided therein or as the Administrative Agent, the Borrower and such Guarantor may otherwise agree), and any such
Parent Company or Restricted Subsidiary shall be a Guarantor hereunder for all purposes; provided that the Administrative
Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder (or such later date as reasonably
agreed by the Administrative Agent) all documentation and other information in respect of such Guarantor required under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act.




    55


     


    

“Guaranty” means (1) the
First Lien Guaranty substantially in the form of Exhibit E made by Holdings and each Subsidiary Guarantor, (2) each other
guaranty and guaranty supplement delivered pursuant to Section 6.11 and (3) each other guaranty and guaranty supplement
delivered by any Parent Company or Restricted Subsidiary pursuant to the second sentence of the definition of “Guarantor.”


 



“Guarantor Release Election” has
the meaning specified in the definition of “Collateral and Guarantee Requirement.”


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes, and all other substances, wastes, pollutants and
contaminants and chemicals in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas and infectious or medical wastes, to the extent any of the foregoing are regulated pursuant
to, or can form the basis for liability under, any Environmental Law.


 


“HealthScape Earn-Out Payment”
has the meaning specified in the Acquisition Agreement (as in effect on the Closing Date).


 


“Hedge Agreement” means
(1) 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 (2) 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.


 


“Hedge Bank” means (1)
any Person set forth on Schedule 1.01(4), (2) any Person party to a Secured Hedge Agreement that is an Agent, a Lender, an Arranger
or an Affiliate of any of the foregoing on the Closing Date or at the time it enters into such Secured Hedge Agreement, in its
capacity as a party thereto, whether or not such Person subsequently ceases to be an Agent, a Lender, an Arranger or an Affiliate
of any of the foregoing or (3) any Person from time to time approved by the Administrative Agent (such approval not to be unreasonably
withheld, delayed or conditioned) and specifically designated in writing as a “Hedge Bank” by the Borrower to the
Administrative Agent.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any Hedge Agreement. For the avoidance of doubt, any Permitted
Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.


 


“Holdings” has the meaning
specified in the introductory paragraph to this Agreement.




    56


     


    

“Honor Date” has the meaning specified
in Section 2.03(3)(a).


 


“ICA Applicable Provisions”
has the meaning specified in the definition of “First Lien/Second Lien Intercreditor Agreement.”


 


“Identified Participating Lenders”
has the meaning specified in Section 2.05(1)(e)(C)(3).


 


“Identified Qualifying Lenders”
has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“IFRS” means
international financial reporting standards and interpretations issued by the International Accounting Standards Board or any
successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of
Certified Public Accountants or any successor to either such Board, or the SEC, as the case may be), as in effect from time
to time.


 


“Immaterial Subsidiary”
means any Restricted Subsidiary of the Borrower that is not a Material Subsidiary.


 


“Immediate Family Members”
means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent,
grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law
(including, in each case, adoptive relationships) and any trust, partnership or other bona fide estate- planning vehicle the only
beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the
foregoing individuals or any donor-advised fund of which any such individual is the donor.


 


“Incremental Amendment” has
the meaning specified in Section 2.14(6).


 


“Incremental Amounts”
has the meaning specified in clause (a) of the definition of “Refinancing Indebtedness.”


 


“Incremental Commitments”
has the meaning specified in Section 2.14(1).


 


“Incremental Facility Closing Date” has the meaning specified
in Section 2.14(4).


 


“Incremental Lenders” has the meaning specified in Section 2.14(3).


 


“Incremental
Loan” has the meaning specified in Section 2.14(2).


 


“Incremental Loan Request”
has the meaning specified in Section 2.14(1).


 


“Incremental Revolving Commitments” has the meaning specified
in Section 2.14(1).


 


“Incremental Revolving Facility” has the meaning specified in Section 2.14(1).


 


“Incremental Revolving Lender” has the meaning specified in Section 2.14(3).


 


“Incremental Revolving Loan”
has the meaning specified in Section 2.14(2).




    57


     


    

“Incremental Term Commitments”
has the meaning specified in Section 2.14(1).


 


“Incremental Term Lender” has the meaning specified in
Section 2.14(3).


 


“Incremental Term Loan” has the meaning specified in Section 2.14(2).


 


“incur” and “incurrence”
have the meanings specified in Section 7.02(1)(x).


 


“Indebtedness” means, with respect to any Person,
without duplication:


 



(1)           any indebtedness (including principal and premium)
of such Person, whether or not contingent:


 


(a)           in respect
of borrowed money;


 


(b)          evidenced
by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication,
reimbursement agreements in respect thereof);


 


(c)           representing
the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) or any service
(except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar
obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice,
(ii) any earnout obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto)
of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable or, if applicable, following
expiration of any dispute resolution mechanics set forth in the applicable agreement governing the applicable transaction, (iii)
any such obligations incurred under ERISA or under any employee consulting agreements, (iv) accruals for payroll and other liabilities
and expenses accrued in the ordinary course of business (including on an intercompany basis) or consistent with industry practice
and (v) liabilities associated with customer prepayments and deposits) which purchase price is due more than twelve months after
such property is acquired or service is obtained; or


 


(d)           representing
the net obligations under any Hedging Obligations;


 


if and to the extent that any of the foregoing
Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness
of any Parent Company appearing upon the balance sheet of Holdings or the Borrower, as applicable, solely by reason of push-down
accounting under GAAP will be excluded;


 


(2)           to
the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
on the obligations of the type referred to in clause (1) of this definition of a third Person (whether or not such items
would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection
in the ordinary course of business or consistent with industry practice; and




    58


     


    

(3)           to
the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person
secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided
that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination
and (b) the amount of such Indebtedness of such other Person; provided that notwithstanding the foregoing, Indebtedness
will be deemed not to include:


 


(i)             Contingent
Obligations incurred in the ordinary course of business or consistent with industry practice,


 



(ii)           reimbursement obligations under commercial letters
of credit (provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3)
Business Days after such amount is drawn),


 


(iii)          obligations
under or in respect of Qualified Securitization Facilities,


 


(iv)          accrued expenses,


 


(v)           deferred or prepaid
revenues,


 


(vi)          [reserved],


 


(vii)         amounts owed to
dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims
or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), with respect to any
permitted Investments to the extent paid when due (unless being properly contested), and


 


(viii)        asset retirement
obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical care);


 


provided further that Indebtedness will
be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging,
and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose
under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. For the
avoidance of doubt, Indebtedness will be deemed to not include obligations incurred in advance of, and the proceeds of which are
to be applied in connection with, the consummation of a transaction solely to the extent that the proceeds thereof are and continue
to be held in an escrow, trust, collateral or similar account or arrangement (collectively, an “Escrow”) and
are not otherwise made available for any other purpose and are used for such purpose (it being understood that in any event, any
such proceeds held in such Escrow shall be deemed not to constitute part of the Unrestricted Cash Amount).


 


“Indemnified Liabilities”
has the meaning specified in Section 10.05.


 


“Indemnitees” has the meaning specified in Section 10.05.


 


“Independent Assets or
Operations” means, with respect to any Parent Company, that the Parent Company’s total assets, revenues,
income from continuing operations before income taxes and cash flows from operating activities (excluding in each case
amounts related to its investment in the Borrower and the Subsidiaries), determined in
accordance with GAAP and as shown on the most recent balance sheet of such Parent Company, is more than 3.0% of such Parent Company’s
corresponding consolidated amount.




    59


     


    

“Independent Financial Advisor”
means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that, in the good faith
judgment of the Borrower, is qualified to perform the task for which it has been engaged.


 


“Information” has the
meaning specified in Section 10.09.


 


“Initial Borrower” has the meaning specified
in the introductory paragraph to this Agreement.


 



“Initial Default” has the meaning
specified in Section 1.02(9).


 


“Initial Lenders” means
Ares and PSP.


 


“Intellectual Property Security Agreements”
has the meaning specified in the Security Agreement.


 


“Intercompany Note”
means the Intercompany Note, dated as of the Closing Date, substantially in the form of Exhibit Q executed by the Borrower
and each Restricted Subsidiary of the Borrower party thereto.


 


“Intercreditor Agreement”
means, as applicable, any First Lien/Second Lien Intercreditor Agreement and any Equal Priority Intercreditor Agreement.


 


“Interest Coverage
Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated EBITDA of the Borrower and the Restricted
Subsidiaries for such Test Period to (2) the sum of Consolidated Interest Expense and Consolidated Disqualified Stock Dividend
Expenditure of the Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro
forma adjustments as are appropriate and consistent with Section 1.07.


 


“Interest Payment Date”
means, (1) as to any Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan
and the applicable Maturity Date of the Loans of such Class; provided that if any Interest Period for a Eurodollar Rate
Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates and (2) as to any Base Rate Loan of any Class, the last Business Day of each March, June, September
and December and the applicable Maturity Date of the Loans of such Class.


 


“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented
to by each applicable Lender, twelve months (or such period of less than one month as may be consented to by each applicable Lender),
as selected by the Borrower in its Committed Loan Notice; provided that:


 


(1)           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 such Business Day falls in another calendar month, in which case such Interest
Period shall end on the immediately preceding Business Day;




    60


     


    

(2)           any
Interest Period (other than an Interest Period having a duration of less than one month) 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


 


(3)           no
Interest Period shall extend beyond the applicable Maturity Date for the Class of Loans of which such Eurodollar Rate Loan is a
part.


 



“Investment Grade Rating” means a
rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent
rating by any other Rating Agency selected by the Borrower.


 


“Investment Grade Securities” means:


 


(1)            securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other
than Cash Equivalents);


 


(2)           debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting
loans or advances among the Borrower and its Subsidiaries;


 


(3)            investments
in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2)
of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and


 


(4)           corresponding
instruments in countries other than the United States customarily utilized for high quality investments.


 


“Investments” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit,
advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, consultants
and independent contractors, in each case made in the ordinary course of business or consistent with industry practice), purchases
or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. For
purposes of the definitions of “Permitted Investments” and “Unrestricted Subsidiary” and Section 7.05,




    61


     


    

(1)          “Investments”
will include the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value
of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary
(but excluding, for the avoidance of doubt, the fair market value of the net assets of any other Subsidiary of such
Subsidiary being designated as an Unrestricted Subsidiary that was previously designated as an Unrestricted Subsidiary and
which used capacity under Section 7.05 to make such Investment in such Unrestricted Subsidiary at such previous time); provided
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower will be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(a)           the
Borrower’s “Investment” in such Subsidiary at the time of such redesignation; minus


 


(b)           the
portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of
such Subsidiary at the time of such redesignation; and


 



(2)          any property transferred to or from an Unrestricted
Subsidiary will be valued at its fair market value at the time of such transfer.


 


The amount of any Investment
outstanding at any time will be the original cost of such Investment, reduced by any dividend, distribution, interest payment,
return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary in respect of such Investment.


 


“Investor”
means TPG Global, LLC, TPG GenPar VIII, L.P., TPG Healthcare Partners GenPar, L.P. and any of their respective Affiliates, limited
partners and funds or partnerships managed or advised by them or any of their respective Affiliates or limited partners, including,
without limitation, TPG Partners VIII, L.P. and TPG Healthcare Partners, L.P. and their respective successor funds and controlled
Affiliates, but not including, however, any portfolio company of any of the foregoing.


 


“IP Rights”
has the meaning specified in Section 5.15.


 


“IRS” means Internal Revenue Service of the United States.


 


“ISP” means, with respect
to any Letter of Credit, the “International Standby Practices 1998” published by the International Chamber of Commerce
publication no. 950 (or such later version thereof as may be in effect at the time of issuance).


 


“Issuing Bank” means SunTrust
Bank, in its capacity as an issuer of Letters of Credit hereunder and solely with respect to its L/C Commitment, together with
its permitted successors and assigns and any other Revolving Lender that becomes an Issuing Bank in accordance with Section
2.03(11). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any Affiliate
of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with
the requirements of Section 2.03 with respect to such Letters of Credit).


 


“Issuing Bank Document”
means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into
by any Issuing Bank and the Borrower (or any of its Subsidiaries) or in favor of such Issuing Bank and relating to such Letter
of Credit.


 


“Junior Indebtedness”
means any (x) Indebtedness of any Loan Party that by its terms is contractually subordinated in right of payment to the Obligations
of such Loan Party arising under the Loans or the Guaranty, (y) Indebtedness of any Loan Party that is secured by a Lien on the
Collateral and that by its terms is contractually subordinated in right of lien priority to the Lien on the Collateral securing
the First Lien Obligations and (z) Indebtedness of any Loan Party that is not secured; provided that
for the avoidance of doubt no Non-Priority Facility (or any other Indebtedness that by its terms is contractually subordinated
in right of payment to the Priority Revolving Facility to the same extent as the Closing Date Term Loan Facility and
the 2020 Incremental Term Loan Facility) shall be deemed Junior Indebtedness hereunder due to the provisions of Section
8.03 or any payment “waterfall” in any Equal Priority Intercreditor Agreement.




    62


     


    

“Junior Lien Debt” has the
meaning specified in clause (39) of the definition of “Permitted Liens.”


 



“L/C Advance” means, with respect
to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable
Percentage.


 


“L/C Application”
means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by
the relevant Issuing Bank.


 


“L/C
Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed
prior to the Honor Date or refinanced as a Revolving Borrowing.


 


“L/C Commitment”
means, with respect to any Person, the amount set forth opposite the name of such Person on Schedule 2.01 under the caption
 “L/C Commitment.”


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.


 


“L/C Expiration Date”
means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable Revolving Facility
(or, if such day is not a Business Day, the next preceding Business Day).


 


“L/C Obligations” means,
as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be the maximum amount available to be drawn under such Letter
of Credit (not to exceed the stated amount thereof in effect at such time, or, with respect to any Letter of Credit that, by its
terms or the terms of any L/C Application related thereto, provides for one or more automatic increases in the stated amount thereof,
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time). For all purposes of this Agreement, if on any date of determination a Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the
ISP, article 29 of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce publication no.
600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. From
and after the Closing Date to but excluding the time that there shall exist a Revolving Facility other than the Priority Revolving
Facility, the term “L/C Obligations” shall be deemed to solely refer to L/C Obligations issued under the Priority
Revolving Facility.


 


“L/C Sublimit” means an
amount equal to the sum of (1) the lesser of (a) $10.0 million, as adjusted from time to time in accordance with Section 2.14
and (b) the aggregate amount of the Revolving Commitments, less (2) the principal amount of Indebtedness in connection
with commercial letters of credit incurred and outstanding under
Section 7.02(2)(b) at such time. The L/C Sublimit is part of, and not in addition to, the Revolving Facility.




    63


     


    

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


 



“LCT Election” has the meaning specified
in Section 1.07(11).


 


“LCT Test Date” has the meaning specified in Section 1.07(11).


 


“Laws” means,
collectively, all international, foreign, federal, state and local laws (including common law), statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, 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.


 


“Legal Holiday”
means Saturday, Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or
at the place of payment.


 


“Lender” has the meaning
specified in the introductory paragraph to this Agreement and, as context requires (including for purposes of the definition of
 “Secured Parties” and for purposes of Sections 3.01 and 3.04), includes any Issuing Bank, Swing Line Lender and their
respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” For the
avoidance of doubt, each Additional Lender is a Lender to the extent any such Person has executed and delivered a Refinancing
Amendment, an Incremental Amendment or an amendment in respect of Replacement Loans, as the case may be, and to the extent such
Refinancing Amendment, Incremental Amendment or amendment in respect of Replacement Loans shall have become effective in accordance
with the terms hereof and thereof, and each Extending Lender shall continue to be a Lender. As of the Closing Date, Schedule
2.01 sets forth the name of each Lender. Notwithstanding the foregoing, no Disqualified Institution that purports to become
a Lender hereunder (notwithstanding the provisions of this Agreement that prohibit Disqualified Institutions from becoming Lenders)
without the Borrower’s written consent shall be entitled to any of the rights or privileges enjoyed by the other Lenders
with respect to voting, information and lender meetings; provided that the Loans of any such Disqualified Institution shall
not be excluded for purposes of making a determination of Required Lenders if the action in question affects such Disqualified
Institution in a disproportionately adverse manner than its effect on the other Lenders; provided, further, that if any
assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation
of clause (e) of Section 10.07(2) the Borrower may, at its sole expense and effort, upon notice to the applicable
Disqualified Institution and the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent), (1) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the Borrower owing
to such Disqualified Institution in connection with such Revolving Commitment, (2) in the case of outstanding Term Loans held
by Disqualified Institutions, purchase or prepay such Term Loan by paying the lesser of (a) the principal amount thereof and (b)
the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees
and all other amounts (other than principal amounts) payable to it hereunder and/or (3) require such Disqualified Institution
to assign, without recourse (in accordance with and subject
to the restrictions contained in Section 10.07), all of its interest, rights and obligations under this Agreement to one
or more Eligible Assignees at the lesser of (a) the principal amount thereof and (b) the amount that such Disqualified Institution
paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts
(other than principal amounts) payable to it hereunder.




    64


     


    

“Lender-Related
Distress Event” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “Distressed
Person”), (1) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor
Relief Law, (2) a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial
part of such Distressed Person’s assets, (3) such Distressed Person is subject to a forced liquidation, makes a general
assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory
authority over such Distressed Person or its assets to be, insolvent or bankrupt or (4) that such Distressed Person becomes the
subject of a Bail-in Action or other similar proceeding (including a proceeding under a U.S. Special Resolution Regime); provided
that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition
of any Equity Interests in any Lender or any direct or indirect parent company of a Lender by a Governmental Authority or an instrumentality
thereof 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent (or in the case
of the Priority Revolving Facility, the Priority Revolving Agent).


 


“Letter of Credit” means
(1) each Existing Letter of Credit and (2) any letter of credit, letter of guarantee or bankers acceptance issued hereunder; provided
that from and after the Closing Date to but excluding the time that there shall exist a Revolving Facility other than the
Priority Revolving Facility, the term “Letter of Credit” shall be deemed to solely refer to Letters of Credit issued
under the Priority Revolving Facility.


 


“LIBOR Rate” has the meaning
specified in the definition of “Eurodollar Rate.”


 


“LIBOR” has the meaning specified in the
definition of “Eurodollar Rate.”


 


“Lien” means,
with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction; provided that in no event will an operating lease be deemed to constitute a Lien.


 


“Limited Condition Transactions”
means (1) any Permitted Acquisition or other Investment or similar transaction (whether by merger, amalgamation, consolidation
or other business combination or the acquisition of Capital Stock or otherwise) permitted hereunder by the Borrower or one or
more of its Restricted Subsidiaries, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring
irrevocable notice in advance thereof (which notice, for the avoidance of doubt, may be conditioned upon the occurrence of refinancing
or any other transaction), (3) any Restricted Payment requiring irrevocable notice in advance thereof and (4) any Asset Sale or
other disposition permitted hereunder by the Borrower or one or more of its Restricted Subsidiaries.




    65


     


    

“LLC” means any limited
liability company.


 



“LLC Division” means the statutory
division of any LLC into two or more LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act or a comparable
provision of any other applicable Law.


 


“Loan” means
an extension of credit under Article II by a Lender (1) to the Borrower in the form of a Term Loan, (2) to the Borrower in the
form of a Revolving Loan or (3) to the Borrower in the form of a Swing Line Loan.


 



“Loan Documents” means, collectively,
(1) this Agreement, (2) the Notes, (3) any Refinancing Amendment, Incremental Amendment (including Amendment
No. 1), Extension Amendment or amendment in respect of Replacement Loans, (4) the Guaranty, (5) the Collateral Documents
and (6) the Intercreditor Agreements.


 


“Loan Increase” means
a Term Loan Increase or Revolving Commitment Increase. “Loan Parties” means, collectively, (1) Holdings, (2)
the Borrower and (3) each Subsidiary Guarantor.


 


“Management
Services Agreement” means the management services agreement or similar agreements among the Investor or certain of the
management companies associated with it or their advisors, if applicable, and the Borrower, any Restricted Subsidiary or any Parent
Company.


 


“Management Stockholders”
means the members of management (and their Controlled Investment Affiliates and Immediate Family Members and any permitted transferees
thereof) of the Borrower (or a Parent Company) who are holders of Equity Interests of any Parent Company on the Closing Date or
will become holders of such Equity Interests in connection with the Transactions.


 


“Margin Stock”
has the meaning set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor
thereto.


 


“Market Capitalization”
means an amount equal to (1) the total number of issued and outstanding shares of common Equity Interests of the Borrower or the
applicable Parent Company, as applicable, on the date of the declaration of a Restricted Payment permitted pursuant to Section
7.05(2)(h) multiplied by (2) the arithmetic mean of the closing prices per share of such common Equity Interests on
the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately
preceding the date of declaration of such Restricted Payment.


 


“Master Agreement” has the meaning specified
in the definition of “Hedge Agreement.”


 


“Material Adverse Effect”
means (1) on the Closing Date (and with respect to any determinations of Material Adverse Effect made as of the Closing Date),
a Closing Date Material Adverse Effect and (2) after the Closing Date, any event, circumstance or condition that has had a materially
adverse effect on (a) the business, operations, assets or financial condition of the Borrower and its Subsidiaries, taken as a
whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or
(c) the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent under the Loan Documents.




    66


     


    

“Material Domestic Subsidiary”
means any Domestic Subsidiary that is a Material Subsidiary.


 


“Material Foreign Subsidiary” means any Foreign
Subsidiary that is a Material Subsidiary.


 


“Material
Subsidiary” means, as of the Closing Date and thereafter at any date of determination, each Restricted Subsidiary of
the Borrower (1) whose total assets at the last day of the most recent Test Period (when taken together with the total assets
of the Restricted Subsidiaries of such Subsidiary at the last day of the most recent Test Period) were equal to or greater than
5.0% of Total Assets at such date or (2) whose gross revenues for such Test Period (when taken together with the gross revenues
of the Restricted Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 5.0% of the consolidated
gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, in each case determined in accordance with
GAAP; provided that if at any time and from time to time after the date which is 30 days after the Closing Date (or such
longer period as the Administrative Agent may agree in its reasonable discretion), all Restricted Subsidiaries that are not Guarantors
solely because they do not meet the thresholds set forth in the preceding clause (1) or (2) comprise in the aggregate
more than (when taken together with the total assets of the Restricted Subsidiaries of such Subsidiaries at the last day of the
most recent Test Period) 7.5% of Total Assets as of the last day of the most recent Test Period or more than (when taken together
with the gross revenues of the Restricted Subsidiaries of such Subsidiaries for such Test Period) 7.5% of the consolidated gross
revenues of the Borrower and the Restricted Subsidiaries for such Test Period, then the Borrower shall, not later than sixty (60)
days after the date by which financial statements for such Test Period were required to be delivered pursuant to this Agreement
(or such longer period as the Administrative Agent may agree in its reasonable discretion), (a) designate in writing to the Administrative
Agent one or more Restricted Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing
condition ceases to be true and (b) comply with the provisions of Section 6.11 with respect to any such Restricted Subsidiaries
(to the extent applicable), in each case, other than any Restricted Subsidiaries that otherwise constitute Excluded Subsidiaries.
At all times prior to the delivery of the aforementioned financial statements, such determinations shall be made based on the
Pro Forma Financial Statements and the latest Quarterly Financial Statements (as adjusted by the Borrower (in its good faith judgment)
on a pro forma basis to give effect to the Transactions as if the Transactions had occurred at the beginning of such period).


 


“Maturity Date” means
(1) with respect to the Closing Date Term
Loans and 2020 Incremental Term Loans that have not been extended
pursuant to Section 2.16, September 4, 2026 (the “Original Term Loan Maturity Date”), (2) with respect to the
Closing Date Revolving Facility, to the extent not extended pursuant to Section 2.16, September 4, 2024 (the “Original
Revolving Facility Maturity Date”), (3) with respect to any Class of Extended Term Loans or Extended Revolving Commitments,
the final maturity date as specified in the applicable Extension Amendment, (4) with respect to any Other Term Loans or Other
Revolving Commitments, the final maturity date as specified in the applicable Refinancing Amendment, (5) with respect to any Class
of Replacement Loans, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Replacement
Loans and (6) with respect to any Incremental Loans or Incremental Revolving Commitments, the final maturity date as specified in the applicable Incremental
Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business
Day immediately succeeding such day.




    67


     


    

“Maximum Rate” has the meaning
specified in Section 10.11.


 


“Maximum Priority Revolving Amount”
means an aggregate amount of Revolving Exposures of the Revolving Lenders, not to exceed $50 million.


 


“Merger Sub” has the meaning specified in
the introductory paragraph to this Agreement.


 


“MFN
Provision” has the meaning specified in Section 2.14(5)(c).


 


“Moody’s” means Moody’s Investors
Service, Inc. and any successor to its rating agency business.


 


“Multiemployer Plan”
means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party
or any of their respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years,
has made or been obligated to make contributions.


 


“Net Income”
means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction
in respect of Preferred Stock dividends.


 


“Net Proceeds” means:


 


(1)            with
respect to any Asset Sale or any Casualty Event, the aggregate cash and Cash Equivalents received by the Borrower or any Restricted
Subsidiary in respect of such Asset Sale or Casualty Event, including any cash and Cash Equivalents received upon the sale or
other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the costs relating to such Asset
Sale or Casualty Event and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and
investment banking fees, payments made in order to obtain a necessary consent or required by applicable Law, brokerage and sales
commissions, title insurance premiums, related search and recording charges, survey costs and mortgage recording tax paid in connection
therewith, all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries
as a result of any such Asset Sale or Casualty Event by a Restricted Subsidiary, the amount of any purchase price or similar adjustment
claimed by any Person to be owed by the Borrower or any Restricted Subsidiary, until such time as such claim will have been settled
or otherwise finally resolved, or paid or payable by the Borrower or any Restricted Subsidiary, in either case in respect of such
Asset Sale or Casualty Event, any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding
any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, Taxes paid
or reasonably estimated to be payable (including any additional distributions with respect to Taxes pursuant to Section 7.05(2)(n)
to be made as a result of the transactions giving rise to such cash and Cash Equivalents received) as a result thereof or
any transactions occurring or deemed to occur to effectuate a payment under this Agreement, amounts required to be applied to
the repayment of principal, premium, if any, and interest on Indebtedness (other than the First Lien Obligations and Indebtedness
secured by Liens that are expressly subordinated to the Liens securing the Obligations)
secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts
to be provided by the Borrower or any Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated
with the asset disposed of in such transaction and retained by the Borrower or any Restricted Subsidiary after such sale or other
disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such transaction; provided that (a) no net cash proceeds
calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute
Net Proceeds unless such net cash proceeds shall exceed the greater of (I) $7.5 million and (II) 15.0% of Consolidated EBITDA
of the Borrower for the most recently ended Test Period (calculated on a pro forma basis) and (b) no net cash proceeds with respect
to any other Asset Sale or Casualty Event not excluded from the requirements of this clause (1) pursuant to subclause
(a) shall constitute Net Proceeds under this clause (1) in any fiscal year until the aggregate amount of all such net cash
proceeds in such fiscal year shall exceed the greater of (I) $10.0 million and (II) 20.0% of Consolidated EBITDA of the Borrower
for the most recently ended Test Period (calculated on a pro forma basis) (and thereafter only net cash proceeds in excess of
such amount shall constitute Net Proceeds under this clause (1)); and




    68


     


    

(2)            (a)
with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, any Permitted Equity
Issuance by the Borrower or any Parent Company or any contribution to the common equity capital of the Borrower, the excess, if
any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) all Taxes
paid or reasonably estimated to be payable (including any additional distributions with respect to Taxes pursuant to Section
7.05(2)(n) to be made), and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting
fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by
the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and (b) with respect to any Permitted
Equity Issuance by any Parent Company, the amount of cash from such Permitted Equity Issuance contributed to the capital of the
Borrower.


 


“Non-Consenting Lender” has the
meaning specified in Section 3.07.


 


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


 


“Non-Excluded Taxes” means
all 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.


 


“Non-Extension Notice Date”
has the meaning specified in Section 2.03(2)(c).


 


“Non-Fixed Basket” has the meaning specified in Section
1.07(8).


 


“Non-Priority Facility”
means the collective reference to any Loans, Commitments and L/C Obligations not comprising the Priority Revolving Facility.


 


“Non-Priority Lenders”
means the Lenders under any Non-Priority Facility, in their capacity as such.




    69


     


    

“Non-Priority Protection Provisions”
has the meaning specified in the definition of “Priority Revolving Facility.”


 


“Non-Recourse Indebtedness”
means Indebtedness that is non-recourse to the Borrower and the Restricted Subsidiaries.


 


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


 



“Notice of Intent to Cure” has the
meaning specified in Section 8.04(1).


 


“Obligations” means all:


 


(1)           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 or Letter of Credit, 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, fees and other amounts that accrue
after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest, fees and other amounts are allowed claims in such proceeding;


 


(2)           obligations
(other than Excluded Swap Obligations) of any Loan Party or Restricted Subsidiary arising under any Secured Hedge Agreement; and


 


(3)           Cash
Management Obligations under each Secured Cash Management Agreement. Without limiting the generality of the foregoing, the Obligations
of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan
Documents) include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges,
expenses, fees (including Letter of Credit fees), Attorney Costs, indemnities and other amounts payable by any Loan Party under
any Loan Document.


 


Notwithstanding the foregoing,
(a) unless otherwise agreed to by the Borrower and any applicable Hedge Bank or Cash Management Bank, the obligations of Holdings,
the Borrower or any Subsidiary under any Secured Hedge Agreement and under any Secured Cash Management Agreement shall be secured
and guaranteed pursuant to the Collateral Documents and the Guaranty only to the extent that, and only for so long as, the other
Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this
Agreement and any other Loan Document shall not require the consent of the holders of Hedging Obligations under Secured Hedge Agreements
or of the holders of Cash Management Obligations under Secured Cash Management Agreements.


 


“OFAC” has the meaning specified
in Section 5.17.


 


“Offered Amount” has the
meaning specified in Section 2.05(1)(e)(D)(1).


 


“Offered Discount” has the meaning specified in Section
2.05(1)(e)(D)(1).


    70


     


    





“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer,
the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower
or any other Person, as the case may be. 





 


“Officer’s
Certificate” means a certificate signed on behalf of a Person by an Officer of such Person.


 


“OID”
means original issue discount.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. Counsel
may be an employee of or counsel to the Borrower or the Administrative Agent.


 


“ordinary
course of business” means activity conducted in the ordinary course of business of the Borrower and any Restricted Subsidiary.


 


“Organizational
Documents” means:


 


(1)           with
respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction);


 


(2)           with
respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and


 


(3)           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 and 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
and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Original
Revolving Facility Maturity Date” has the meaning specified in the definition of “Maturity Date.”


 


“Original
Term Loan Maturity Date” has the meaning specified in the definition of “Maturity Date.”


 


“Other
Applicable ECF” means Excess Cash Flow or a comparable measure as determined in accordance with the documentation governing
Other Applicable Indebtedness.


 


“Other
Applicable Indebtedness” means Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness
or any other Indebtedness secured on a pari passu basis with the Obligations, together with Refinancing Indebtedness in respect
of any of the foregoing that is secured on a pari passu basis with the Obligations (in each case without regard to the control
of remedies).


 


“Other
Applicable Net Proceeds” means Net Proceeds or a comparable measure as determined in accordance with the documentation
governing Other Applicable Indebtedness.  




     71


     


    


“Other
Commitments” means Other Revolving Commitments and/or Other Term Loan Commitments.


 


“Other
Loans” means one or more Classes of Other Revolving Loans and/or Other Term Loans that result from a Refinancing
Amendment.


 


“Other
Revolving Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing
Amendment.


 


“Other
Revolving Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.


 


“Other
Taxes” means all present or future stamp or documentary Taxes, intangible, recording, filing, property or similar Taxes
arising 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 imposed
with respect to an assignment, grant of participation, designation of a new office for receiving payments by or on account of
the Borrower or other transfer (other than an assignment, designation or other transfer at the request of the Borrower pursuant
to Section 3.07) as a result of any connection between the assignee or assignor and the jurisdiction imposing such Tax (other
than connections resulting solely from such assignee or assignor having executed, delivered, enforced, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction
pursuant to any Loan or Loan Document).


 


“Other
Term Loan Commitments” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.


 


“Other
Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.


 


“Outstanding
Amount” means (1) with respect to the Term Loans, Revolving Loans and Swing Line Loans on any date, the outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans (including
any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Borrowing)
and Swing Line Loans, as the case may be, occurring on such date; and (2) with respect to any L/C Obligations on any date, the
outstanding principal amount thereof (or in the case any undrawn Letter of Credit, the maximum amount available for drawing thereunder)
on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of
such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including
any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving
Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such
date.


 


“Overnight
Rate” means, for any day, the greater of (1) the Federal Funds Rate and (2) an overnight rate determined by the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), an Issuing Bank or a Swing Line Lender,
as applicable, in accordance with banking industry rules on interbank compensation.




     72


     


    


“Parent
Company” means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership)
of Holdings and/or the Borrower (for the avoidance of doubt, in the case of the Borrower, including Holdings), as applicable.


 


“Pareto
Earn-Out Payment” has the meaning specified in the Acquisition Agreement (as in effect on the Closing Date).


 


“Pari
Passu Lien Debt” has the meaning specified in clause (39) of the definition of “Permitted Liens.”


 


“Participant”
has the meaning specified in Section 10.07(4).


 


“Participant
Register” has the meaning specified in Section 10.07(5).


 


“Participating
Lender” has the meaning specified in Section 2.05(1)(e)(C)(2).


 


“Payment
Block” has the meaning specified in Section 2.05(2)(g).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any of their
respective ERISA Affiliates or to which any Loan Party or any of their respective ERISA Affiliates contributes or has an obligation
to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions
at any time in the preceding five plan years.


 


“Perfection
Certificate” has the meaning specified in the Security Agreement.


 


“Permitted
Acquisition” has the meaning specified in clause (3) of the definition of  “Permitted Investments.”


 


“Permitted
Acquisition Debt” has the meaning specified in Section7.02(2)(n)(z).


 


“Permitted
Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination
of Related Business Assets and cash or Cash Equivalents between the Borrower or any Restricted Subsidiary and another Person;
provided that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset
Sale must be applied in accordance with Section 2.05(2)(b)(i).


 


“Permitted
Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on
the Borrower’s common equity purchased by the Borrower in connection with the issuance of any Convertible Indebtedness;
provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower
from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the
sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.


 


“Permitted
Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant
Transaction.




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“Permitted
Equal Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower and/or any Guarantor in the
form of one or more series of senior secured notes, bonds or debentures or first lien secured loans (and, if applicable, any Registered
Equivalent Notes issued in exchange therefor); provided that (1) such Indebtedness is secured by Liens on all or a
portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations
under this Agreement (but without regard to the control of remedies) and is not secured by any property or assets of the Borrower
or any Restricted Subsidiary other than the Collateral, (2) such Indebtedness satisfies the applicable requirements set forth
in the provisos to the definition of “Credit Agreement Refinancing Indebtedness,” (3) such Indebtedness is not at
any time guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors and (4) the applicable Loan
Parties, the holders of such Indebtedness (or their Debt Representative) and the Administrative Agent and/or Collateral Agent
shall be party to an Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal
in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the
control of remedies).


 


“Permitted
Equity Issuance” means any sale or issuance of any Qualified Equity Interests of the Borrower or any Parent Company.


 


“Permitted
Holder” means (1) any of the Investor, Co-Investors and Management Stockholders and any group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing are members; provided that in the
case of such group and without giving effect to the existence of such group or any other group, such Investor, Co-Investors and
Management Stockholders, collectively, have, directly or indirectly, beneficial ownership of more than 50.0% of the total
voting power of the Voting Stock of the Borrower or any Permitted Parent held by such group and (2) any Person acting in the capacity
of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public
or private offering of Capital Stock of the Borrower or any Parent Company.


 


“Permitted
Incremental Equivalent Debt” means Indebtedness issued, incurred or otherwise obtained by the Borrower and/or any Restricted
Subsidiary in respect of one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated
notes (in each case in respect of the issuance of notes, whether issued in a public offering, Rule 144A or other private placement
or otherwise), first lien or junior lien loans, unsecured or subordinated loans or any bridge financing in lieu of the foregoing
(and any Registered Equivalent Notes issued in exchange therefor) or secured or unsecured mezzanine Indebtedness; provided
that:


 


(1)           [reserved];


 


(2)           the
aggregate principal amount of all Permitted Incremental Equivalent Debt shall not exceed the Available Incremental Amount
at the time of incurrence (it being understood that for purposes of this clause (2), (a) references in Section 2.14(4)(c)(ii)
and Section 2.14(4)(c)(iii) (other than the first proviso thereto) to Incremental Loans, Incremental Commitments or
Incremental Revolving Commitments shall be deemed to be references to Permitted Incremental Equivalent Debt and (b) for purposes
of determining the Available Incremental Amount under Section 2.14(4)(c)(iii), any Permitted Incremental Equivalent Debt
that is secured by assets that do not constitute Collateral shall be subject to Section 2.14(4)(c)(iii)(III));




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(3)           if
such Permitted Incremental Equivalent Debt is secured in whole or in part by the Collateral, such Permitted Incremental Equivalent
Debt shall be subject to an applicable Intercreditor Agreement;


 


(4)          such
Permitted Incremental Equivalent Debt, (a) shall not mature earlier than the Original Term Loan Maturity Date and (b) shall have
a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term
Loans on the date of incurrence of such Permitted Incremental Equivalent Debt (other than an earlier maturity date and/or shorter
Weighted Average Life to Maturity (i) for customary bridge financings, which, subject to customary conditions (as determined by
the Borrower in good faith), would either be automatically converted into or required to be exchanged for permanent financing
that does not provide for an earlier maturity date or a shorter Weighted Average Life to Maturity than the Original Term Loan
Maturity Date or the remaining Weighted Average Life to Maturity of the Closing Date Term Loans, as applicable or (ii) pursuant
to an escrow or similar arrangement with respect to the proceeds of such Permitted Incremental Equivalent Debt, to the extent
such Permitted Incremental Equivalent Debt, upon release of such proceeds from such escrow or similar arrangement (other than
a release effectuated in order to repay such Permitted Incremental Equivalent Debt) does not provide for an earlier maturity date
or a shorter Weighted Average Life to Maturity than the Original Term Loan Maturity Date or the remaining Weighted Average Life
to Maturity of the Closing Date Term Loans, as applicable;


 


(5)           Permitted
Incremental Equivalent Debt in the form of term loans secured by the Collateral on a pari passu basis with the Lien securing the
First Lien Obligations (without regard to control of remedies) shall be subject to the MFN Provision solely to the extent the
MFN Provision would otherwise apply if such Permitted Incremental Equivalent Debt were Incremental Term Loans; and


 


(6)           no
Restricted Subsidiary that does not constitute a Loan Party may incur Permitted Incremental Equivalent Debt, if, on a pro forma
basis after giving effect thereto, the aggregate outstanding principal amount (in each case, other than Incremental Amounts) of
Permitted Incremental Equivalent Debt incurred by Restricted Subsidiaries that are not Loan Parties would exceed the greater of
(x) $21.5 million and (y) 45.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on
a pro forma basis);


 


provided,
further, that “Permitted Incremental Equivalent Debt” may be incurred in the form of a bridge or other interim
credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary
 “rollover provisions” that satisfy the requirements of clause (4) above following such rollover or upon the
release of such debt from such escrow arrangements), in which case, on or prior to the first anniversary of the incurrence of
such “bridge” or other credit facility, clause (4) of the first proviso in this definition shall not prohibit
the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or
redemption provisions.


 


“Permitted
Indebtedness” means Indebtedness permitted to be incurred in accordance with Section 7.02.


 


“Permitted
Investments” means:


 


(1)           any
Investment in the Borrower or any Restricted Subsidiary; provided that the aggregate amount of such Investments by Loan
Parties in Restricted Subsidiaries that are not Loan Parties (other than Investments in connection with transfer pricing activities
(A) in the ordinary course of business or (B) consistent with past practice) outstanding at any time under this clause (1)
shall not exceed the greater of (x) $14.0 million and (y) 30.0% of Consolidated EBITDA of the Borrower for the most recently ended
Test Period (calculated on a pro forma basis) determined at the time of making of such Investment;




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(2)           any
Investment(s) in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment
Grade Securities when made;


 


(3)           (a)
any Investment by the Borrower or any Restricted Subsidiary in any Person that is engaged (directly or through entities that will
be Restricted Subsidiaries) in a Similar Business if as a result of such Investment (i) such Person becomes a Restricted Subsidiary
or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into,
or transfers or conveys substantially all of its assets or substantially all of its customer lists or assets constituting a business
unit, a line of business or a division of such Person (including, for the avoidance of doubt, “tuck in” acquisitions),
to, or is liquidated into, the Borrower or a Restricted Subsidiary (a “Permitted Acquisition”); provided
that immediately after giving pro forma effect to any such Investment, no Event of Default under Section 8.01(1) or
Section 8.01(6) with respect to the Borrower shall have occurred and be continuing (this proviso to be tested (if applicable)
solely on the applicable LCT Test Date as selected by the Borrower pursuant to Section 1.07(11)); provided, further,
that the aggregate amount of Investments outstanding at any time under this clause (3)(a) made by Loan Parties in Persons that
are not (or do not become) Loan Parties and assets that are not (or do not become) owned by Loan Parties, in each case made
with the proceeds of consideration provided by a Loan Party shall, to the extent of such consideration, not exceed the greater
of (x) $14.0 million and (y) 30.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated
on a pro forma basis) determined at the time of making of such Investment (it being understood and agreed that the cap described
in clauses (x) and (y) of this clause (3) above shall not apply to any Permitted Acquisition to the extent (A) the Person so acquired
(or the Person owning the assets so acquired) becomes a Loan Party even though such Person owns Equity Interests in Persons that
are not otherwise required to become Loan Parties or in Persons that would otherwise constitute Excluded Subsidiaries, if, in
the case of this clause (A), not less than 80.0% (the “Specified Loan Party Acquisition Threshold”) of
the Consolidated EBITDA of the Person(s) acquired in such Permitted Acquisition (for this purpose and for the component definitions
used therein, determined on a consolidated basis for such Persons and their respective Restricted Subsidiaries) (or, if less than
the Specified Loan Party Acquisition Threshold, the percentage of Consolidated EBITDA of the Borrower attributable to the Borrower
and the Subsidiary Guarantors immediately prior to giving effect to such Permitted Acquisition) on either (at the Borrower’s
election) the date of consummation of such Permitted Acquisition or the date the definitive agreement for such Permitted Acquisition
is entered into is generated by Person(s) that will become Loan Parties or (B) to the extent such consideration is not used pursuant
to clause (36) below, of any consideration provided by Restricted Subsidiaries that are not Loan Parties, including through cash
flow, asset sale proceeds (to the extent such asset sale proceeds are not required (subject to the reinvestment rights set forth
in this Agreement) to be used for prepayment pursuant to Section 2.05(2)(b)) and Indebtedness proceeds (to the extent such
Indebtedness proceeds are not required to be used for prepayments pursuant to Section 2.05(2)(c)), in each case of
such Restricted Subsidiaries); it being understood that any such consideration so provided by any Restricted Subsidiary that is
not a Loan Party shall either not have been furnished to such Restricted Subsidiary by Borrower or a Subsidiary Guarantor or,
if so furnished by Borrower or a Subsidiary Guarantor, shall have been otherwise permitted to have been so furnished under
Section 7.05; provided further that in the event the amount available under this proviso is reduced as a result of
any acquisition or other Investment made by Loan Parties in Persons that are not (or do not become) Loan Parties or assets that
are not (or do not become) owned by Loan Parties and such Restricted Subsidiary subsequently becomes a Loan Party (or such assets
are subsequently transferred to a Loan Party), the amount available under such limit shall be proportionately increased as a result
thereof (up to the original amount of such cap); and




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(b)      any
Investment held by such Person described in the preceding clause (a); provided that such Investment was not acquired
by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, transfer or conveyance;


 


(4)          any
Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection
with an Asset Sale made in accordance with Section 7.04 or any other disposition of assets not constituting an Asset Sale;


 


(5)          any
Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, in each of the
foregoing cases with respect to any such Investment or binding commitment in effect on the Closing Date in excess of $5.0 million,
as set forth on Schedule 7.05, or an Investment consisting of any extension, modification, replacement, renewal or reinvestment
of any Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment or
binding commitment may be increased only (a) as required by the terms of such Investment or binding commitment as in existence
on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance
of pay-in-kind securities) or (b) as otherwise permitted under this Agreement;


 


(6)         
any Investment acquired by the Borrower or any Restricted Subsidiary:


 


(a)      in
exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Borrower or
any Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization
of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts
receivable (including any trade creditor or customer);


 


(b)      in
satisfaction of judgments against other Persons;


 


(c)      as
a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer
of title with respect to any secured Investment in default; or


 


(d)      as
a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade
creditors or customers that were incurred in the ordinary course of business or consistent with industry practice of the Borrower
or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of any trade creditor or customer;


 


(7)         Hedging
Obligations permitted under Section 7.02(2)(j);




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(8)           any
Investment in a Similar Business taken together with all other Investments made pursuant to this clause (8) that are at
that time outstanding not to exceed (as of the date such Investment is made) the greater of (a) $14.0 million and (b) 30.0% of
Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for the
most recently ended Test Period (calculated on a pro forma basis);


 


(9)           Investments
the payment for which consists of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Company; provided
that such Equity Interests will not increase the amount available for Restricted Payments under clause (b) of  Section 7.05(1);


 


(10)         (a)
guarantees of Indebtedness permitted under Section 7.02 (in the case of any guarantee by the Borrower or any Subsidiary Guarantor
of Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor, to the extent such guarantee would be permitted
by another clause of this definition of Permitted Investments), performance guarantees and Contingent Obligations incurred in
the ordinary course of business or consistent with industry practice and (b) the creation of Liens on the assets of the Borrower
or any Restricted Subsidiary in compliance with Section 7.01;


 


(11)         any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section
6.15(2) (except transactions described in clause (a), (b), (e), (i), (o) or (v) of such
Section);


 


(12)         Investments
consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or the licensing,
sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(13)         Investments,
taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed
(as of the date such Investment is made) the greater of (a) $14.0 million and (b) 30.0% of Consolidated EBITDA of the Borrower
and the Restricted Subsidiaries determined at the time of making such Investment for the most recently ended Test Period (calculated
on a pro forma basis);


 


(14)         Investments
in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable
to effect any Qualified Securitization Facility (including distributions or payments of Securitization Fees) or any repurchase
obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase
of such assets from the Borrower or any Restricted Subsidiary or to otherwise fund required reserves);


 


(15)         loans
and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, independent contractors and members
of management in an aggregate outstanding amount not in excess of $5.0 million;


 


(16)         loans
and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related
travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the
ordinary course of business or consistent with past practice or consistent with industry practice or to future, present and former
employees, directors, officers, members of management, independent contractors and consultants (and their Controlled Investment
Affiliates and  Immediate Family Members) to fund such Person’s purchase of Equity Interests of the Borrower or
any Parent Company;




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(17)         advances,
loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors, in each case, in the
ordinary course of business or consistent with past practice or consistent with industry practice by the Borrower or any Restricted
Subsidiary;


 


(18)         any
Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities
arising in the ordinary course of business or consistent with industry practice;


 


(19)         Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry
practice;


 


(20)         Investments
made in the ordinary course of business or consistent with industry practice in connection with obtaining, maintaining or renewing
client contracts and loans or advances made to distributors;


 


(21)         Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar
deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with industry
practice;


 


(22)         the
purchase or other acquisition of any Indebtedness of the Borrower or any Restricted Subsidiary to the extent not otherwise
permitted hereunder;


 


(23)         Investments
in Unrestricted Subsidiaries or joint ventures, taken together with all other Investments made pursuant to this clause (23)
that are at that time outstanding, without giving effect to the sale of an Unrestricted Subsidiary or joint venture to the
extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents
or marketable securities, not to exceed (as of the date such Investment is made) the greater of (a) $12.0 million and (b) 25.0%
of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for
the most recently ended Test Period (calculated on a pro forma basis);


 


(24)
         Investments in the ordinary course of business or consistent with industry practice
consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements
with customers;


 


(25)         any
Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Borrower or any of its Subsidiaries,
which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary,
or by reason of applicable Law, rule, regulation or order, or that is required or approved by any regulatory authority having
jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;


 


(26)         Investments
made as part of, to effect or resulting from the Transactions (including the Acquisition); 




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(27)         Investments
of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with industry practice;


 


(28)        
intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business
or consistent with industry practice in connection with the cash management operations of the Borrower and its Subsidiaries;


 


(29)         acquisitions
of obligations of one or more directors, officers or other employees or consultants or independent contractors of any Parent Company,
the Borrower or any Subsidiary of the Borrower in connection with such director’s, officer’s, employee’s consultant’s
or independent contractor’s acquisition of Equity Interests of the Borrower or any direct or indirect parent of the Borrower,
to the extent no cash is actually advanced by the Borrower or any Restricted Subsidiary to such directors, officers, employees,
consultants or independent contractors in connection with the acquisition of any such obligations;


 


(30)         Investments
constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 7.04;


 


(31)         Investments
resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;


 


(32)         loans
and advances to any direct or indirect parent of the Borrower in lieu of and not in excess of the amount of (after giving effect
to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made
in cash to such parent in accordance with Section 7.05 at such time, such Investment being treated for purposes of the
applicable clause of Section 7.05, including any limitations, as if a Restricted Payment were made pursuant to such applicable
clause;


 


(33)         any
Investments if on a pro forma basis after giving effect to such Investment, the Total Net Leverage Ratio would be equal
to or less than 4.00 to 1.00 as of the last day of the Test Period most recently ended; provided that no Event of Default
under Section 8.01(1) or Section 8.01(6) with respect to the Borrower will have occurred and be continuing or would
occur as a consequence thereof;


 


(34)         Permitted
Bond Hedge Transactions;


 


(35)         Indebtedness
of Holdings or any of its Restricted Subsidiaries assigned to, or repurchased or redeemed by, Holdings or any of its Restricted
Subsidiaries to the extent not otherwise prohibited hereunder; and


 


(36)         to
the extent such proceeds have not been applied pursuant to clause (B) of clause (3) above, Investments made by a Restricted Subsidiary
that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary
from an Investment in such Restricted Subsidiary by a Loan Party otherwise permitted hereunder; provided that no Investment
may be made in any Unrestricted Subsidiary in reliance on this clause (36); provided, however, that, notwithstanding
the foregoing, for purposes of determining availability under this Agreement for making Restricted Payments and Investments, in
the event any Restricted Subsidiary makes a Permitted Investment in an Unrestricted Subsidiary in a manner in which such Investment
was first made by a Loan Party in a Restricted Subsidiary that is not a Loan Party and such Restricted Subsidiary that is not
a Loan Party thereafter, directly or indirectly, uses the proceeds of such Investment to make a further Investment in an
Unrestricted Subsidiary in a manner otherwise permitted under this Agreement, such Investment will be deemed to have been made
only by the applicable Loan Party into such Unrestricted Subsidiary.




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“Permitted
Junior Priority Refinancing Debt” means secured Indebtedness incurred by the Borrower and/or any Guarantor in the form
of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans (and, if applicable, any
Registered Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness is secured by a Lien on all
or a portion of the Collateral on a junior priority basis to the Liens on Collateral securing the First Lien Obligations under
this Agreement and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral,
(ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement
Refinancing Indebtedness,” (iii) the holders of such Indebtedness (or their Debt Representative) and the Administrative
Agent and/or the Collateral Agent shall be party to an Intercreditor Agreement providing that the Liens on Collateral securing
such obligations shall rank junior to the Liens on Collateral securing the First Lien Obligations under this Agreement and (iv)
such Indebtedness is not at any time guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.


 


“Permitted
Liens” means, with respect to any Person:


 


(1)          Liens
created pursuant to any Loan Document;


 


(2)          Liens,
pledges or deposits made in connection with:


 


(a)       workers’
compensation laws, unemployment insurance, health, disability or employee benefits or other social security laws or similar legislation
or regulations,


 


(b)       insurance-related
obligations (including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification
obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for
the benefit of) insurance carriers providing property, casualty or liability insurance or otherwise supporting the payment of
items set forth in the foregoing clause (a), or


 


(c)       bids,
tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other
regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities,
and other obligations of like nature (including those to secure health, safety and environmental obligations) (other than for
the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations
of such Person or deposits of cash, Cash Equivalents or U.S. government bonds to secure surety or appeal bonds to which such Person
is a party, or deposits as security for the payment of rent, contested Taxes or import duties and obligations in respect of letters
of credit, bank guarantees or similar instruments that have been posted to support the same, in each case incurred in the
ordinary course of business or consistent with industry practice;


 


(3)          Liens
imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction,
mechanics’ or other similar Liens, or landlord Liens specifically created by contract (a) for sums not yet overdue
for a period of more than sixty (60) days or, if more than sixty (60) days overdue, are unfiled and no other action has been taken
to enforce such Liens, (b) being contested in good faith by appropriate actions or other Liens arising out of or securing judgments
or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for
review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such
Person in accordance with GAAP or (c) where the failure to pay or discharge the same would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;




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(4)           Liens
for Taxes, assessments or other governmental charges (i) that are not yet overdue for more than thirty (30) days or not yet payable
or not subject to penalties for nonpayment or which are being contested in good faith by appropriate actions if adequate reserves
with respect thereto are maintained on the books of such Person in accordance with GAAP or (ii) where the failure to pay or discharge
the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(5)           Liens
in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations
or with respect to regulatory requirements or letters of credit or banker’s acceptance issued, and completion guarantees
provided, in each case, pursuant to the request of and for the account of such Person in the ordinary course of its business or
consistent with past practice or industry practice;


 


(6)           survey
exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of
others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines
and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title
and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or
to the ownership of its properties that were not incurred in connection with Indebtedness and that do not in the aggregate materially
impair their use in the operation of the business of such Person;


 


(7)           Liens
securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clauses
(a), (b) or (c)(ii) of the definition of “Permitted Ratio Debt”, clauses (d), (l),
(m), (n) (other than, for the avoidance of doubt, any unsecured Indebtedness under clause (n)(2)(z)(iii)), (o),
(w), (ee), (ff) or (gg) of Section 7.02(2) or, with respect to assumed or acquired Indebtedness,
Disqualified Stock or Preferred Stock not incurred in contemplation of the relevant investment or acquisition, clause (n)
(other than, for the avoidance of doubt, any unsecured Indebtedness under clause (n)(2)(z)(iii)) of Section 7.02(2);
provided that:


 


(a)      Liens
securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to
such clause (m) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens on the same assets
as the assets securing the Refinanced Debt (as defined in the definition of Refinancing Indebtedness), plus improvements,
accessions, proceeds or dividends or distributions in respect thereof and after-acquired property, or serves to refund, refinance,
extend, replace, renew or defease Indebtedness, Disqualified Stock or Preferred Stock incurred under clause (d), (l)
or (m) of Section 7.02(2);




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(b)     
Liens securing obligations relating to Indebtedness or Disqualified Stock permitted to be incurred pursuant to such clause
(w), (ee) or (ff) extend only to the assets of Subsidiaries that are not Guarantors;


 


(c)      Liens
securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such
clause (d) extend only to the assets so purchased, replaced, leased, expanded, constructed, installed, repaired or improved
and proceeds and products thereof; provided further that individual financings of assets provided by a counterparty may
be cross-collateralized to other financings of assets provided by such counterparty;


 


(d)      If
any such Liens secure Indebtedness for borrowed money incurred pursuant to clauses (a) or (b) of the definition
of “Permitted Ratio Debt” or clauses (l), (n) (other than, for the avoidance of doubt, any Indebtedness
that is not secured by Collateral or is unsecured under clauses (n)(2)(z)(ii) or (n)(2)(z)(iii), as applicable)
of Section 7.02(2) or clause (m) of Section 7.02(2) (with respect to Indebtedness incurred pursuant
to the foregoing provisions), at the election of the Borrower, such Liens shall be subject to the applicable Intercreditor Agreement(s)
(except to the extent any such Liens are on property that does not constitute Collateral);


 


(e)      Liens
securing obligations in respect of assumed or acquired Indebtedness, Disqualified Stock or Preferred Stock not incurred in contemplation
of the relevant investment or acquisition permitted to be assumed pursuant to such clause (n) are solely on acquired property
or the assets of the acquired entity (other than after-acquired property that is (i) affixed or incorporated into the property
covered by such Lien, (ii) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness
require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply
to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products
thereof); and


 


(f)       Liens
securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause
(l)(i) of Section 7.02(2) shall be junior in right of security with any First Lien Obligations under this Agreement;


 


(8)         (a)
Liens existing, or provided for under binding contracts existing, on the Closing Date (provided that any such Lien securing
obligations in an aggregate amount on the Closing Date in excess of $5.0 million shall be set forth on Schedule 7.01) and
(b) Liens permitted to be incurred and/or remain outstanding under the Acquisition Agreement;


 


(9)         Liens
on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that
such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;


 


(10)       Liens
on property or other assets at the time the Borrower or a Restricted Subsidiary acquired the property or such other assets, including
any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any Restricted Subsidiary (provided
that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger
or consolidation) and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations
secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement,
extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement,
extension or renewal (plus after-acquired property that is (i) affixed or incorporated into the property covered by such
Lien, (ii) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include
a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property
to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof);




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(11)        
Liens securing obligations in respect of Indebtedness or other obligations of a Restricted Subsidiary owing to the Borrower or
another Restricted Subsidiary permitted to be incurred in accordance with Section 7.02;


 


(12)         Liens
securing (a) Hedging Obligations and (b) obligations in respect of Cash Management Services;


 


(13)         Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar
obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


 


(14)         leases,
subleases, licenses or sublicenses (or other agreement under which the Borrower or any Restricted Subsidiary has granted rights
to end users to access and use the Borrower’s or any Restricted Subsidiary’s products, technologies or services) (a)
that do not either (i) materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole,
or (ii) secure any Indebtedness and (b) licenses or sublicenses granted by Holdings or any of its Restricted Subsidiaries to customers
in the ordinary course of business;


 


(15)         Liens
arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments
or accounts entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business or consistent with
industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes)
financing statements or similar public filings;


 


(16)         Liens
in favor of the Borrower or any Guarantor;


 


(17)         Liens
on equipment or vehicles of the Borrower or any Restricted Subsidiary granted in the ordinary course of business or consistent
with industry practice;


 


(18)         Liens
on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility
and Liens on any receivables transferred in connection with a Receivables Financing Transaction, including Liens on such receivables
resulting from precautionary UCC filings or from re-characterization of any such sale as a financing or a loan;


 


(19)         Liens
to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing,
refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred
Stock secured by any Lien referred to in clauses (6), (7), (8), (9), (10) or this clause
(19) of this definition; provided that: (a) such new Lien will be limited to all or part of the same property  that
was subject to the original Lien (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof and after-acquired property), (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such
time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount
of the Indebtedness, Disqualified Stock or Preferred Stock described under such clauses (6), (7), (8), (9),
(10) or this clause (19) at the time the original Lien became a Permitted Lien hereunder, plus (ii) any accrued
and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid
dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii)
the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing
such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including
original issue discount, upfront fees, underwriting, arrangement and similar fees) incurred in connection with the issuance
of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal
or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock and (c) to the extent required by the terms
hereof in connection with the original incurrence of Indebtedness so modified, refinanced, refunded, extended, renewed or replaced,
to the extent such Indebtedness as modified, refinanced, refunded, extended, renewed or replaced is secured by Liens on the
Collateral, such Liens shall be subject to an applicable Intercreditor Agreement;




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(20)         deposits
made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements,
including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(21)         Liens
securing obligations in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater of
(a) $15.0 million and (b) 32.5% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time
of incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis), which, at the election
of the Borrower, shall be subject to the applicable Intercreditor Agreement(s);


 


(22)         Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods;


 


(23)         (a)
the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business
or consistent with industry practice, (b) Liens arising out of conditional sale, title retention or similar arrangements for the
sale of goods in the ordinary course of business or consistent with industry practice and (c) Liens arising by operation of law
under Article 2 of the Uniform Commercial Code;


 


(24)         Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(7);


 


(25)         Liens
(a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection,
(b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent
with industry practice and (c) in favor of banking or other institutions or other electronic payment service providers arising
as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with
such  institution (including the right of setoff) and that are within the general parameters customary in the banking
industry;




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(26)         Liens
deemed to exist in connection with Investments in repurchase agreements permitted under this Agreement; provided that such
Liens do not extend to assets other than those that are subject to such repurchase agreements;


 


(27)         Liens
that are contractual rights of setoff (a) relating to the establishment of depository relations with banks or other deposit-taking
financial institutions or other electronic payment service providers and not given in connection with the issuance of Indebtedness,
(b) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary
course of business or consistent with industry practice of the Borrower or any Restricted Subsidiary or (c) relating to purchase
orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of
business or consistent with industry practice;


 


(28)         Liens
on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted
hereunder;


 


(29)         any
encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect
to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(30)         Liens
(a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted
under this Agreement to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or
an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 7.04;


 


(31)        ground
leases, subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or
any of its Subsidiaries are located;


 


(32)         Liens
in connection with any Sale-Leaseback Transaction(s);


 


(33)         Liens
on Capital Stock or other securities of an Unrestricted Subsidiary;


 


(34)         any
interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s
or sublicensor’s interest under leases, licenses or sublicenses entered into by the Borrower or any of the Restricted Subsidiaries
in the ordinary course of business or consistent with industry practice;


 


(35)         deposits
of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course
of business or consistent with industry practice of the Borrower and such Subsidiary to secure the performance of the Borrower’s
or such Subsidiary’s obligations under the terms of the lease for such premises;


 


(36)
         rights of set-off, banker’s liens, netting arrangements and other Liens
arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance
or administration of deposit accounts, securities accounts, cash management  arrangements or in connection with the
issuance of letters of credit, bank guarantees or other similar instruments;




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(37)         Liens
on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge
is permitted under this Agreement;


 


(38)         receipt
of progress payments and advances from customers in the ordinary course of business or consistent with industry practice to the
extent the same creates a Lien on the related inventory and proceeds thereof and Liens on property or assets under construction
arising from progress or partial payments by a third party relating to such property or assets;


 


(39)         Liens
to secure obligations in respect of (a) Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant
to Section 7.02 (other than with respect to assumed or acquired Indebtedness, Disqualified Stock or Preferred Stock not
incurred in contemplation of the relevant investment or acquisition under clauses (n) (other than, for the avoidance of
doubt, any unsecured Indebtedness under clause (n)(2)(z)(iii)) of Section 7.02(2)); provided that after giving
pro forma effect to the incurrence of the then-proposed Indebtedness, Disqualified Stock or Preferred Stock (and without netting
any cash received from the incurrence of such proposed Indebtedness, Disqualified Stock or Preferred Stock), (i) (I) if such Indebtedness,
Disqualified Stock or Preferred Stock is secured by Liens on the Collateral on a pari passu basis with the Liens on the
Collateral that secure the First Lien Obligations (without regard to control of remedies) (“Pari Passu Lien Debt”),
the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect
to any such incurrence does not exceed 4.80 to 1.00 (including in connection with an acquisition or other Investment permitted
under this Agreement); provided that Pari Passu Lien Debt in the form of term loans secured by the Collateral on a
pari passu basis with the Lien securing the First Lien Obligations (without regard to control of remedies) shall trigger
the MFN Provision solely to the extent the MFN Provision would otherwise apply if such Pari Passu Lien Debt were Incremental Term
Loans, (II) if such Indebtedness, Disqualified Stock or Preferred Stock is secured by Liens on the Collateral on a basis that
is junior in priority to the Liens on the Collateral securing the First Lien Obligations and, for the avoidance of doubt, that
has not been secured pursuant to the succeeding clause (III) (“Junior Lien Debt”), in each case, the
Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any
such incurrence does not exceed 5.75 to 1.00 (including in connection with an acquisition or other Investment permitted under
this Agreement) or (III) if such Indebtedness, Disqualified Stock or Preferred Stock is secured by Liens on property not
constituting Collateral, the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis
after giving effect to any such incurrence does not exceed 6.00 to 1.00 (including in connection with an acquisition or other
Investment permitted under this Agreement), or to the extent such Indebtedness is incurred or such Disqualified Stock or Preferred
Stock is issued in connection with an acquisition or other Investment permitted under this Agreement, the Total Net Leverage
Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does
not exceed the Total Net Leverage Ratio immediately prior to giving effect to such incurrence of Indebtedness or the issuance
of such Disqualified Stock or Preferred Stock and (ii) such Liens, to the extent on the Collateral, are in each case subject the
applicable Intercreditor Agreement(s)) and (b) and Refinancing Indebtedness thereof;


 


(40)         agreements
to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising
from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary
course of business or consistent with industry practice;




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(41)         Liens
arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar
provision of any Environmental Law;


 


(42)         Liens
disclosed by any title insurance reports or policies delivered on or prior to the Closing Date and any replacement, extension
or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal
Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property
other than the property that was subject to such Liens prior to such replacement, extension or renewal;


 


(43)         rights
reserved or vested in any Person by the terms of any lease, license, sublicense, franchise, grant or permit held by the Borrower
or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, sublicense, franchise,
grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;


 


(44)         restrictive
covenants affecting the use to which real property may be put; provided that the covenants are complied with;


 


(45)         security
given to a public utility or any municipality or governmental authority when required by such utility or authority in connection
with the operations of that Person in the ordinary course of business or consistent with industry practice;


 


(46)         zoning,
building and other similar land use restrictions, including site plan agreements, development agreements and contract zoning agreements;


 


(47)         cash
collateral securing obligations in respect of commercial letters of credit issued under clause (b) or letters of credit,
bank guarantees, bankers’ acceptances or other similar instruments issued under clause (gg) of Section 7.02(2)
(it being understood that any cash collateral subject to a Lien incurred pursuant to this clause (47) shall not be
deemed “restricted” on account of such Lien for purposes of determining whether such cash collateral constitutes part
of the Unrestricted Cash Amount);


 


(48)         Liens
on all or any portion of the Collateral (but no other assets, except with respect to Permitted Incremental Equivalent Debt which
may be secured by Liens on assets that do not constitute Collateral to the extent permitted by clause (2)(b) of the definition
of “Permitted Incremental Equivalent Debt”) securing (a) Permitted Incremental Equivalent Debt, (b) Permitted
Equal Priority Refinancing Debt or (c) Permitted Junior Priority Refinancing Debt, and, in each case, Liens securing any Refinancing
Indebtedness in respect thereof;


 


(49)         (a)
Liens on the assets of Restricted Subsidiaries that are not Loan Parties securing Indebtedness or other obligations of such Restricted
Subsidiaries or any other Restricted Subsidiaries that are not Loan Parties that is permitted by (x) Section 7.02 or (y)
otherwise not prohibited by this Agreement, (b) Liens on Equity Interests in joint ventures (i) securing obligations of such joint
venture or (ii) pursuant to the relevant joint venture agreement or arrangement and (c) Liens on the assets of Restricted Subsidiaries
that are not Loan Parties securing Indebtedness of Foreign Subsidiaries;




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(50)         Liens
on assets of Restricted Subsidiaries that are Foreign Subsidiaries (a) securing Indebtedness and other obligations of such Foreign
Subsidiaries or (b) to the extent arising mandatorily under applicable Law; and


 


(51)         Liens
on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee,
escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities
purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such
Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose.


 


For
purposes of this definition, the term “Indebtedness” will be deemed to include interest and other obligations payable
on or with respect to such Indebtedness.


 


Any
Liens incurred to refinance Liens incurred pursuant to clauses (8), (21) and (39) above will be permitted
to secure additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (1) any accrued and unpaid interest on
the associated Indebtedness, any accrued and unpaid dividends on the associated Preferred Stock, and any accrued and unpaid dividends
on the associated Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (2) the amount
of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such
associated refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness,
Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such associated
refinanced Indebtedness, Preferred Stock or Disqualified Stock (and with respect to associated Indebtedness under Designated Revolving
Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced,
refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Liens in connection with
such Refinancing Indebtedness).


 


“Permitted
Parent” means any direct or indirect parent of the Borrower that at the time it became a parent of the Borrower was
a Permitted Holder pursuant to clause (1) of the definition thereof.


 


“Permitted
Ratio Debt” has the meaning specified in Section 7.02(1).


 


“Permitted
Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower and/or the Guarantors in the form
of one or more series of senior unsecured notes, bonds or debentures or unsecured loans (and, if applicable, any Registered Equivalent
Notes issued in exchange therefor); provided that (1) such Indebtedness satisfies the applicable requirements set forth
in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (2) such Indebtedness is not
at any time guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.


 


“Permitted
Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction)
on the Borrower’s or a Parent Company’s common equity sold by the Borrower or a Parent Company substantially concurrently
with a related Permitted Bond Hedge Transaction.




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“Person”
means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof or any other entity.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan or
a Multiemployer Plan, established or maintained by any Loan Party or, with respect to any such plan that is subject to Section
412 of the Code or Title IV of ERISA, any of their respective ERISA Affiliates.


 


“Plan
Assets” means “plan assets” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA.


 


“Planned
Expenditures” has the meaning specified in the definition of Excess Cash Flow.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pledged
Collateral” has the meaning specified in the Security Agreement.


 


“Preferred
Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution
or winding up.


 


“Previously
Absent Financial Maintenance Covenant” means, at any time, (1) any financial maintenance covenant that is not contained
in this Agreement at such time and (2) any financial maintenance covenant, a corresponding version of which is already contained
in this Agreement at such time but with covenant levels and component definitions (to the extent relating to such corresponding
version) that are less restrictive as to the Borrower and the Restricted Subsidiaries than those in the applicable Incremental
Amendment, Refinancing Amendment, Extension Amendment or amendment in respect of Replacement Loans or any documents relating to
Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or Refinancing Indebtedness. 





 


“primary
obligations” has the meaning specified in the definition of “Contingent Obligations. 





 


“primary
obligor” has the meaning specified in the definition of “Contingent Obligations.”


 


“Priority
Facilities” means any Permitted Incremental Equivalent Debt, Pari Passu Lien Debt, Permitted Ratio Debt and Permitted
Acquisition Debt, in each case secured by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement
(but without regard to the control of remedies) and designated by Borrower from time to time in a written notice to the Priority
Revolving Agent and the Administrative Agent as “Priority Facilities” pursuant to and in accordance with the last
sentence of the definition of “Priority Revolving Facility”. 


 


“Priority
Revolving Agent” has the meaning set forth in the introductory paragraph to this Agreement.




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“Priority
Revolving Agent’s Office” means the Priority Revolving Agent’s address and, as appropriate, account as set
forth on Schedule 10.02, or such other address or account as the Priority Revolving Agent may from time to time notify
the Borrower and the Lenders.


 


“Priority
Revolving Facility” means the collective reference to Revolving Facilities, as designated by Borrower from time to time
in a written notice to the Priority Revolving Agent and the Administrative Agent, in an aggregate amount not to exceed the Maximum
Priority Revolving Amount (for purposes of this definition, the aggregate amount of any Revolving Facility shall be equal to the
Outstanding Amount of Loans and L/C Obligations thereunder plus, to the extent not then represented by an Outstanding Amount,
Revolving Commitments thereunder); provided that once Borrower has designated a Revolving Facility the Borrower may not
rescind such designation other than with the consent of each Lender under such Revolving Facility. Without derogation of any of
the provisions of any Loan Document (including without limitation Section 10.01(g)), the portion of the Closing Date Revolving
Facility which does not exceed the Maximum Priority Revolving Amount shall be a Priority Revolving Facility. For the avoidance
of doubt, the Priority Revolving Facility shall at all times constitute one Class hereunder and shall be on uniform terms.
Notwithstanding the foregoing provisions of this definition of Priority Revolving Facility, if the Maximum Priority Revolving
Amount exceeds the Commitments and (without duplication) Revolving Exposure in respect of the Priority Revolving Facility, the
Borrower may, by written notice to the Administrative Agent and the Priority Revolving Agent, elect to incur Permitted Incremental
Equivalent Debt, Pari Passu Lien Debt, Permitted Ratio Debt and Permitted Acquisition Debt, in each case secured by the Collateral
on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies)
and designated by Borrower from time to time in a written notice to the Priority Revolving Agent and the Administrative Agent
as “Priority Facilities” in an aggregate amount up to such excess and may document any such Permitted Incremental
Equivalent Debt, Pari Passu Lien Debt, Permitted Ratio Debt and Permitted Acquisition Debt, in each case secured by the Collateral
on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) under
other documentation, so long as (i) the commitments and (without duplication) exposures under such other documentation, when combined
with the Commitments and (without duplication) Revolving Exposures under the Priority Revolving Facility hereunder, shall not
exceed $50 million, (ii) such other documentation shall contain (either directly in such documentation or in the Equal Priority
Intercreditor Agreement) provisions in favor of the Lenders under the Non-Priority Facility and Closing Date Term Loan Facility
no less favorable to Lenders under the Non-Priority Facility and the Closing Date Term Loan Facility as those under Sections 2.05(1)(f),
8.03(b), Section 10.01(g) and (h), 10.07(15) and 10.28 (such provisions, the “Non-Priority Protection Provisions”)
(and such other documentation shall, to the extent such provisions are contained directly therein and not in the Equal Priority
Intercreditor Agreement, provide that the Administrative Agent and the Lenders under the Non-Priority Facility and Closing Date
Term Loan Facility shall be third party beneficiaries of the Non-Priority Protection Provisions) and (iii) the agent or representative
under such documentation shall become party to the Equal Priority Intercreditor Agreement in the capacity of a “Priority
Agent” thereunder.


 


“Priority
Revolving Facility Termination Date” means the date that is one year after the date of delivery by the Priority Revolving
Agent to the Borrower and the Administrative Agent of the Priority Revolving Facility Trigger Event Notice (unless such day is
not a Business Day, in which case the Priority Revolving Facility Termination Date shall be the next succeeding Business Day);
provided that the Priority Revolving Facility Trigger Event Notice has not been withdrawn by the Priority Revolving Agent.


 


“Priority
Revolving Facility Trigger Event” means (a) any Event of Default has occurred and is continuing for not less than 30
days and such Event of Default has not been cured or  waived pursuant to the terms hereof or (b) any Event of Default
under Section 8.01(1) or Section 8.01(6) has occurred and is continuing.




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“Priority
Revolving Facility Trigger Event Notice” means a written notice delivered by the Priority Revolving Agent to the Borrower
and the Administrative Agent (i) stating that a Priority Revolving Facility Trigger Event has occurred and is continuing and identifying
such Priority Revolving Facility Trigger Event and (ii) stating the Priority Revolving Agent’s desire to apply payments
in accordance with Section 8.03(b).


 


“Priority
Revolving Lenders” means the Lenders under the Priority Revolving Facility, in their capacity as such. 





 


“Priority
Revolving Loans” means any Loans issued under the Priority Revolving Facility.


 


“Private-Side
Information” means any information with respect to Holdings and its Subsidiaries that is not Public-Side Information.


 


“Pro
Forma Financial Statements” means the unaudited pro forma consolidated balance sheet and related consolidated statement
of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal
quarter period ended at least sixty (60) days prior to the Closing Date, prepared after giving effect to the Transactions as if
the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case
of such other financial statements), provided that the Pro Forma Financial Statements need not be prepared in compliance
with Regulation S-X of the SEC or include adjustments for purchase accounting.


 


“Pro
Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the Commitments (or, if the Revolving Commitments have terminated
in full, Revolving Exposure) and, if applicable and without duplication, Term Loans of such Lender at such time and the denominator
of which is the amount of the Aggregate Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure)
and, if applicable and without duplication, Term Loans at such time; provided that when used with respect to (1) Commitments,
Loans, interest and fees under a Revolving Facility (including without limitation the Priority Revolving Facility), “Pro
Rata Share,” shall mean with respect to any Lender such Lender’s Applicable Percentage and (2) Commitments, Loans
and interest under any Term Facility, “Pro Rata Share,” shall mean, with respect to each Lender at any time a fraction
(expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Term Commitments
and Term Loans of such Lender under such Term Facility at such time and the denominator of which is the amount of the aggregate
Term Commitments and Term Loans under such Term Facility at such time.


 


“PSP”
means PSP Investments Credit USA LLC (acting through itself and/or any of its Debt Fund Affiliates).


 


“PSP
Lender” means each Lender that is (i) PSP Investments Credit USA LLC, (ii) an Affiliate of PSP Investments Credit USA
LLC or (iii) an Approved Fund of a Person referred to in clause (i) or (ii) of this definition.




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“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
Company Costs” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended,
and other expenses arising out of or incidental to the Borrower’s or its Restricted Subsidiaries’ initial establishment
of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and
other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.


 


“Public
Lender” has the meaning specified in Section 6.02.


 


“Public-Side
Information” means (1) at any time prior to Holdings or any of its Subsidiaries becoming the issuer of any Traded Securities,
information that is (a) of a type that would be required by applicable Law to be publicly disclosed in connection with an issuance
by Holdings or any of its Subsidiaries of its debt or equity securities pursuant to a registered public offering made at such
time or (b) not material to make an investment decision with respect to securities of Holdings or any of its Subsidiaries
(for purposes of United States federal and state securities laws) and (2) at any time on and after Holdings or any of its Subsidiaries
becoming the issuer of any Traded Securities, information that does not constitute material non-public information (within the
meaning of United States federal and state securities laws) with respect to Holdings or any of its Subsidiaries or any of their
respective securities.


 


“Purchase
Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition
of such property or assets, or otherwise.


 


“Purchase
Notice” has the meaning specified in Section 10.28(1).


 


“Purchase
Option Trigger Event” means (i) any Priority Revolving Facility Trigger Event, (ii) any Event of Default under Section
8.01(2) with respect to Sections 6.01(1) or 6.01(2) or Article VII or (iii) the First Lien Net Leverage Ratio
(which shall not, for the avoidance of doubt, give effect to any Cure Amount) as of the last day of the most recently ended Test
Period as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(1) exceeds
6.00:1.00.


 


“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).


 


“QFC
Credit Support” has the meaning specified in Section 10.27.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10.0 million
at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time
by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified
Equity Interests” means any Equity Interests that are not Disqualified Stock.



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“Qualified
Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged
in, a Similar Business.


 


“Qualified
Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility that
meets the following conditions: (a) the Board of Directors have determined in good faith that such Securitization Facility (including
financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the
Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales or contributions of Securitization
Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in
good faith by the Borrower) or (2) constituting a receivables financing facility.


 


“Qualifying
IPO” means the issuance by the Borrower or any Parent Company of its common Equity Interests that are listed on a national
exchange or publicly offered (other than a public offering pursuant to a registration statement on Form S-8) (including pursuant
to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection
with a secondary public offering)).


 


“Qualifying
Lender” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Quarterly
Financial Statements” means the unaudited consolidated financial statements of the Company and its subsidiaries
or Convey Health Solutions, Inc. and its subsidiaries as of June 30, 2019, consisting of the consolidated balance sheet as of
such date and the related consolidated statements of operations, stockholders’ equity and cash flows for the six-month period
then ended (provided such financial statements need not contain footnotes and shall be subject to year-end adjustments).


 


“Rating
Agencies” means Moody’s and S&P, or if Moody’s or S&P (or both) does not make a rating on the relevant
obligations publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by
the Borrower that will be substituted for Moody’s or S&P (or both), as the case may be.


 


“Receivables
Financing Transaction” means any transaction or series of transactions entered into by Holdings, the Borrower or any
Restricted Subsidiary pursuant to which such party consummates a “true sale” of its receivables to a non-related third
party on market terms as determined in good faith by the Borrower; provided that such Receivables Financing Transaction
is (1) non-recourse to Holdings, the Borrower and the Restricted Subsidiaries and their assets, other than any recourse solely
attributable to a breach by Holdings, the Borrower or any Restricted Subsidiary of representations and warranties that are customarily
made by a seller in connection with a “true sale” of receivables on a non-recourse basis and (2) consummated pursuant
to customary contracts, arrangements or agreements entered into with respect to the “true sale” of receivables
on market terms for similar transactions.


 


“Reference
Rate” means (1) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that
includes a Eurodollar Rate floor, an interest rate per annum equal to the rate per annum equal to LIBOR, as published on the applicable
Bloomberg screen page (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, on such day for Dollar deposits with a term of three months,
or if such rate is not available at such time for any reason any comparable or successor rate, which rate is approved by the Administrative
Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations  as
may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on such date and (2)
with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that includes a Base Rate floor,
the interest rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate last quoted
by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases
to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted
therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve
Board (as determined by the Administrative Agent) and (c) the Eurodollar Rate on such day for an Interest Period of one (1) month
plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day).




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“Refinance”
has the meaning set forth in the definition of “Refinancing Indebtedness” and “Refinancing”
and “Refinanced” have meanings correlative to the foregoing. 





 


“Refinanced
Debt” has the meaning set forth in the definition of “Refinancing  Indebtedness.”


 


“Refinancing
Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative
Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) and the Borrower executed by each of
(1) the Borrower, (2) the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent)
and (3) each Additional Lender and Lender that agrees to provide any portion of the Other Loans or Other Commitments being incurred
or provided pursuant thereto, in accordance with Section 2.15.


 


“Refinancing
Indebtedness” means (1) Indebtedness incurred by the Borrower or any Restricted Subsidiary, (2) Disqualified Stock issued
by the Borrower or any Restricted Subsidiary or (3) Preferred Stock issued by any Restricted Subsidiary which, in each case, serves
to extend, replace, refund, refinance, renew or defease (“Refinance”) any Indebtedness, Disqualified Stock
or Preferred Stock, in each case of the foregoing clauses (1), (2) and (3), including any Refinancing Indebtedness,
so long as:


 


(a)           the
principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation
preference of such new Disqualified Stock does not exceed (i) the principal amount of (or accreted value, if applicable) Indebtedness,
the amount of Preferred Stock or the liquidation preference of Disqualified Stock being so extended, replaced, refunded, refinanced,
renewed or defeased (such Indebtedness, Disqualified Stock or Preferred Stock, the “Refinanced Debt”), plus
(ii) any accrued and unpaid interest on, or any accrued and unpaid dividends on, such Refinanced Debt, plus (iii) the
amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing
such Refinanced Debt and any defeasance costs and any fees and expenses (including original issue discount, upfront fees, underwriting,
arrangement and similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified
Stock or to Refinance such Refinanced Debt (such amounts in clause (ii) and (iii) above the “Incremental
Amounts”);




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(b)          such
Refinancing Indebtedness (other than in the case of the Refinancing of any Indebtedness assumed or acquired in connection with
any Permitted Acquisition, investment or similar transaction so long as not created in contemplation thereof), has a:


 


(I)       Weighted
Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average
Life to Maturity of the applicable Refinanced Debt (or, if earlier, not less than the remaining Weighted Average Life to Maturity
of the Class of Loans with the longest Weighted Average Life to Maturity); and


 


(II)      final
scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date
that is 91 days after the Latest Maturity Date of the Loans);


 


(c)          to
the extent such Refinancing Indebtedness Refinances (i) Indebtedness that is contractually subordinated in right of payment to
the Obligations (other than such Indebtedness assumed or acquired in an acquisition and not created in contemplation thereof),
unless such Refinancing constitutes a Restricted Payment permitted by Section 7.05, such Refinancing Indebtedness is subordinated
to the Loans or the Guaranty thereof at least to the same extent as the applicable Refinanced Debt, (ii) Junior Lien Debt, such
Refinancing Indebtedness is (I) unsecured or (II) secured by Liens that are subordinated to the Liens that secure the Loans or
the Guaranty thereof, in each case at least to the same extent as the applicable Refinanced Debt or pursuant to an Intercreditor
Agreement, in each case, unless such Refinancing Indebtedness is secured by a Lien that is not so subordinated that is permitted
by Section 7.01, or (iii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock
or Preferred Stock, respectively;


 


(d)         such
Refinancing Indebtedness shall not be guaranteed or borrowed by any Person other than a Person that is so obligated in respect
of the Refinanced Debt being Refinanced; and


 


(e)          such
Refinancing Indebtedness shall not be secured by any assets or property of Holdings, the Borrower or any Restricted Subsidiary
that does not secure the Refinanced Debt being Refinanced unless such assets or property constitute Collateral (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) (other than with respect to
proceeds of such Refinancing Indebtedness that are subject to an escrow or other similar arrangement and any related deposit of
cash or Cash Equivalents to cover interest and premium in respect of such Refinancing Indebtedness);


 


provided
that Refinancing Indebtedness will not include:


 


(f)          
Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness
or Disqualified Stock of the Borrower;


 


(g)          Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of a Guarantor; or




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(h)           Indebtedness
or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;


 


provided
further that (i) clause (b) of this definition will not apply to any Refinancing of any Indebtedness other than Indebtedness
incurred under clause (dd) of Section 7.02(2) (including any successive Refinancings thereof incurred under clause
(m) of Section 7.02(2)) and any Junior Indebtedness (other than Junior Indebtedness assumed or acquired in an investment
or acquisition and not created in contemplation thereof), Disqualified Stock and Preferred Stock and (ii) Refinancing Indebtedness
may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness
(and such bridge or other interim credit facility shall be deemed to satisfy clause (b) of this definition so long as (I)
such credit facility includes customary “rollover” provisions and (II) assuming such credit facility were to be extended
pursuant to such “rollover” provisions, such extended credit facility would comply with clause (b) of this
definition).


 


“Refunding
Capital Stock” has the meaning specified in Section 7.05(2)(b)(i).


 


“Register”
has the meaning specified in Section 10.07(3).


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor
pursuant to an exchange offer registered with the SEC.


 


“Rejection
Notice” has the meaning specified in Section 2.05(2)(f).


 


“Related
Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that
any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted
Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of
the securities of such Person, such Person is or would become a Restricted Subsidiary.


 


“Related
Indemnified Person” of an Indemnitee means (1) any controlling Person or controlled Affiliate of such Indemnitee, (2)
the respective directors, officers, partners, employees, advisors, other representatives or successors or permitted assigns of
such Indemnitee or any of its controlling Persons or controlled Affiliates and (3) the respective agents, trustees and other representatives
of such Indemnitee or any of its controlling Persons or controlled Affiliates, in the case of this clause (3), acting at the instructions
of such Indemnitee, controlling Person or such controlled Affiliate; provided that each reference to a controlled Affiliate
or controlling Person in this definition pertains to a controlled Affiliate or controlling Person involved in the negotiation
of this Agreement. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through
the ownership of voting securities, by agreement or otherwise.


 


“Related
Person” means, with respect to any Person, (1) any Affiliate of such Person, (2) the respective directors, officers,
partners, employees, advisors, agents, trustees and other representatives of such Person or any of its Affiliates and (3) the
successors and permitted assigns of such Person or any of its Affiliates.




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“Release”
means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching
into or migration through the Environment.


 


“Released
Subsidiary” has the meaning specified in the definition of “Collateral and Guarantee Requirement.” 





 


“Reorganization”
has the meaning specified in the preliminary statements of this Agreement.


 


“Replaced
Loans” has the meaning specified in Section 10.01(2).


 


“Replacement
Amendment” has the meaning specified in Section 10.01(2).


 


“Replacement
Loans” has the meaning specified in Section 10.01(2).


 


“Reportable
Event” means, with respect to any Pension Plan, 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 (1) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans,
a Committed Loan Notice, (2) with respect to an L/C Credit Extension, an L/C Application and (3) with respect to a Swing Line
Loan, a Swing Line Loan Notice.


 


“Required
Facility Lenders” means, as of any date of determination, with respect to one or more Facilities: (A) Lenders having
more than 50% of the sum of (1) the Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lender’s
risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility or Facilities
being deemed “held” by such Lender for purposes of this definition) and (2) the aggregate unused Commitments under
such Facility or Facilities, (B) the Ares Lenders if as of such date the Ares Lenders collectively have at least 37.5% of the
sum of (1) the Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility or Facilities being deemed
 “held” by such Lender for purposes of this definition) and (2) the aggregate unused Commitments under such Facility
or Facilities and (C) the PSP Lenders if as of such date the PSP Lenders collectively have at least 37.5% of the sum of (1)
the Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility or Facilities being deemed
 “held” by such Lender for purposes of this definition) and (2) the aggregate unused Commitments under such Facility
or Facilities; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility or
Facilities held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required
Facility Lenders; provided, further, that, to the same extent specified in Section 10.07(9) with respect
to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making
a determination of Required Facility Lenders unless the action in question affects such Affiliated Lender in a disproportionately
adverse manner than its effect on the other Lenders.


 


“Required
Lenders” means, as of any date of determination: (A) Lenders having more than 50% of the sum of the (1) Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Lender for purposes of this definition), (2) aggregate unused Term Commitments
and (3) aggregate unused Revolving Commitments, (B) the Ares Lenders if as of such date the Ares Lenders collectively have at
least 37.5% of the sum of the (1) Total Outstandings (with the aggregate amount of each Lender’s risk participation and
funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes
of this definition), (2) aggregate unused Term Commitments and (3) aggregate unused Revolving Commitments and (C) the PSP Lenders
if as of such date the PSP Lenders collectively have at least 37.5% of the sum of the (1) Total Outstandings (with the aggregate
amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed
 “held” by such Lender for purposes of this definition), (2) aggregate unused Term Commitments and (3) aggregate unused
Revolving Commitments; provided that the unused Term Commitment and unused Revolving Commitment of, and the portion of
the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders; provided, further, that the Loans of any Affiliated Lender shall in each case be excluded for
purposes of making a determination of Required Lenders unless the action in question affects such Affiliated Lender in a disproportionately
adverse manner than its effect on the other Lenders.




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“Responsible
Officer” means, with respect to a Person, the chief executive officer, chief operating officer, president, executive
vice president, chief financial officer, treasurer or assistant treasurer or other similar officer or Person performing similar
functions, of such Person 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 and the Priority
Revolving 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. With respect to any document delivered by a Loan Party on the Closing
Date, Responsible Officer includes any secretary or assistant secretary of such Loan Party. 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 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. Unless otherwise specified, all references herein to a “Responsible Officer”
shall refer to a Responsible Officer of the Borrower.


 


“Restricted
Investment” means any Investment other than any Permitted Investment(s).


 


“Restricted
Payments” has the meaning specified in Section 7.05.


 


“Restricted
Subsidiary” means, at any time, any direct or indirect Subsidiary of the Borrower (including any Foreign Subsidiary)
that is not then an Unrestricted Subsidiary; provided that notwithstanding the foregoing, in no event will any Securitization
Subsidiary be considered a Restricted Subsidiary for purposes of Section 8.01(5), (6) or (7); provided
further that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary will
be included in the definition of “Restricted Subsidiary.” Wherever the term “Restricted Subsidiary” is
used herein with respect to any Subsidiary of a referenced Person that is not the Borrower, then it will be construed to mean
a Person that would be a Restricted Subsidiary of the Borrower on a pro forma basis following consummation of one or a
series of related transactions involving such referenced Person and the Borrower (unless such transaction would include a designation
of a Subsidiary of such Person as an Unrestricted Subsidiary on a pro forma basis in accordance with this Agreement).




     99


     


    




“Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period, made by each of the Revolving Lenders pursuant to Section 2.01(2).


 


“Revolving
Commitment” means, as to each Revolving Lender, its obligation to (1) make Revolving Loans to the Borrower pursuant to
Section 2.01(2) and (2) purchase participations in L/C Obligations in respect of Letters of Credit and purchase participations
in Swing Line Loans in an aggregate principal amount at any one time outstanding not to exceed the amount specified opposite such
Lender’s name on Schedule 2.01 under the caption “Revolving Commitment” or 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 aggregate Revolving Commitments of all Revolving Lenders as of the Closing Date is $40.0 million, as such
amount may be adjusted from time to time in accordance with the terms of this Agreement.


 


“Revolving
Commitment Increase” has the meaning specified in Section 2.14(1).


 


“Revolving Exposure” means, as
to each Revolving Lender, the sum of the amount of the Outstanding Amount of such Revolving Lender’s Revolving Loans and
its Applicable Percentage of the amount of the L/C Obligations and Swing Line Obligations at such time.


 


“Revolving
Extension Request” has the meaning provided in Section 2.16(2).


 


“Revolving Extension Series” has the
meaning provided in Section 2.16(2).


 


“Revolving Facility” means, at any time, the aggregate amount of
the Revolving Commitments at such time; provided that for the avoidance of doubt, the Revolving Facility shall include the Extended
Revolving Commitments and the Incremental Revolving Facilities and the Revolving Loans, Swing Line Loans and L/C Borrowings made
in respect thereof.


 


“Revolving
Lender” means, at any time, any Lender that has a Revolving Commitment at such time or, if Revolving Commitments have
terminated, Revolving Exposure; provided that from and after the Closing Date to but excluding the time that there shall
exist a Revolving Facility other than the Priority Revolving Facility, the term “Revolving Lenders” shall be deemed
to solely refer to Revolving Lenders under the Priority Revolving Facility.


 


“Revolving
Loan” has the meaning specified in Section 2.01(2) and includes Revolving Loans under the Closing Date Revolving
Facility, Incremental Revolving Loans, Other Revolving Loans and Loans made pursuant to Extended Revolving Commitments; provided
that from and after the Closing Date to but excluding the time that there shall exist a Revolving Facility other than the Priority
Revolving Facility, the term “Revolving Loans” shall be deemed to solely refer to Revolving Loans under the Priority
Revolving Facility.


 


“Revolving
Note” means a promissory note of the Borrower payable to any Revolving Lender or its registered assigns, in substantially
the form of Exhibit B-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Lender resulting
from the Revolving Loans made by such Revolving Lender.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.




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“Sale-Leaseback
Transaction” means any arrangement providing for the leasing by the Borrower or any Restricted Subsidiary of any real
or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary
to a third Person in contemplation of such leasing.


 


“Same
Day Funds” means disbursements and payments in immediately available funds.


 


“Sanctions” has the meaning
specified in Section 5.17.


 


“SEC”
means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured
Cash Management Agreement” means any Cash Management Agreement that is (1) entered into by and between Holdings, the
Borrower or any Restricted Subsidiary and a Cash Management Bank and (2) designated in writing by the Borrower to the Administrative
Agent as a “Secured Cash Management Agreement.”


 


“Secured
Hedge Agreement” means any Hedge Agreement with respect to Hedging Obligations permitted under Section 7.02 that
is (1) entered into by and between any Loan Party or Restricted Subsidiary and any Hedge Bank and (2) designated in writing by
the Borrower to the Administrative Agent as a “Secured Hedge Agreement.”


 


“Secured
Indebtedness” means any Indebtedness of the Borrower or any Restricted Subsidiary secured by a Lien.


 


“Secured
Net Leverage Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated Secured Debt outstanding as
of the last day of such Test Period, minus the Unrestricted Cash Amount on such last day to (2) Consolidated EBITDA of
the Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments
as are appropriate and consistent with Section 1.07.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Priority Revolving Agent, the Collateral Agent, the Lenders,
each Issuing Bank, each Hedge Bank, each Cash Management Bank, each Supplemental Administrative Agent and each co-agent or sub-agent
appointed by the Administrative Agent or the Priority Revolving Agent from time to time pursuant to Section 9.01(2) or 9.07.
For the avoidance of doubt, unless otherwise agreed to by the Borrower and any applicable Hedge Bank or Cash Management Bank, such
Hedge Bank or such Cash Management Bank shall be a Secured Party only to the extent that, and only for so long as, the Obligations
(other than the obligations of Holdings, the Borrower or any Subsidiary under any Secured Hedge Agreement and under any Secured
Cash Management Agreement) are secured and guaranteed pursuant to the Collateral Documents and the Guaranty.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Securitization
Assets” means (1) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets
related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (2) contract rights, lockbox accounts
and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable
in a securitization financing.




    101


     


    

“Securitization
Facility” means any transaction or series of securitization financings that may be entered into by the Borrower or any
Restricted Subsidiary pursuant to which the Borrower or any such Restricted Subsidiary may sell, convey or otherwise transfer,
or may grant a security interest in, Securitization Assets to either (1) a Person that is not the Borrower or a Restricted Subsidiary
or (2) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Borrower or a Restricted
Subsidiary, or may grant a security interest in any Securitization Assets of the Borrower or any of its Subsidiaries.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to
a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.


 


“Securitization
Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in, one or more Qualified Securitization
Facilities and other activities reasonably related thereto.


 


“Security
Agreement” means, collectively, the First Lien Pledge and Security Agreement executed by the Loan Parties and the Collateral
Agent, substantially in the form of Exhibit F, together with supplements or joinders thereto executed and delivered pursuant
to Section 6.11.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Closing Date.


 


“Similar
Business” means (1) any business conducted or proposed to be conducted by the Borrower or any Restricted Subsidiary on
the Closing Date or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related
to (including non-core incidental businesses acquired in connection with any Permitted Investment), or a reasonable extension,
development or expansion of, the businesses that the Borrower and its Restricted Subsidiaries conduct or propose to conduct on
the Closing Date.


 


“Solicited
Discount Proration” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Solicited Discounted Prepayment
Amount” has the meaning specified in Section 2.05(1)(e)(D)(1).


 


“Solicited
Discounted Prepayment Notice” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant
to Section 2.05(1)(e)(D) substantially in the form of Exhibit L.


 


“Solicited
Discounted Prepayment Offer” means the written offer by each Lender, substantially in the form of Exhibit O,
submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.




    102


     


    

“Solicited
Discounted Prepayment Response Date” has the meaning specified in Section 2.05(1)(e)(D)(1).


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date:


 


(1)       the
fair value of the assets of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise,


 


(2)       the
present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured,


 


(3)       such
Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and
matured, and


 


(4)       such
Person is not engaged in, and is not about to engage in, business for which it has unreasonably small capital.


 


The amount
of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and
matured liability.


 


“SPC”
has the meaning specified in Section 10.07(7).


 


“Specified
Acquisition Agreement Representations” means such of the representations and warranties made with respect to the Company
and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that
the Buyer (or its applicable Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or
such Affiliates’) obligations under the Acquisition Agreement, or decline to consummate the Acquisition (in each case, in
accordance with the terms thereof), as a result of a breach of such representations and warranties.


 


“Specified
Discount” has the meaning specified in Section 2.05(1)(e)(B)(1).


 


“Specified Discount Prepayment Amount”
has the meaning specified in Section 2.05(1)(e)(B)(1).


 


“Specified
Discount Prepayment Notice” means a written notice of the Borrower’s Offer of Specified Discount Prepayment made
pursuant to Section 2.05(1)(e)(B) substantially in the form of Exhibit N.


 


“Specified
Discount Prepayment Response” means the written response by each Lender, substantially in the form of Exhibit P,
to a Specified Discount Prepayment Notice.


 


“Specified
Discount Prepayment Response Date” has the meaning specified in Section 2.05(1)(e)(B)(1).


 


“Specified
Discount Proration” has the meaning specified in Section 2.05(1)(e)(B)(3).




    103


     


    

“Specified
Intellectual Property” means the intellectual property existing in the Miramar software platform (or any trademarked
successor thereto) and related modules.


 


“Specified
Loan Party Acquisition Threshold” has the meaning specified in the definition of “Permitted Investments.”


 


“Specified
Representations” means those representations and warranties made in Sections 5.01(1) (with respect to the organizational
existence of the Loan Parties only), 5.01(2)(b), 5.01(4) (solely that the use of proceeds of the Closing Date Loans
on the Closing Date will not violate the FCPA or the USA PATRIOT Act), 5.02(1), 5.02(2)(a), 5.04, 5.13,
5.16, the last sentence of Section 5.17 (solely that the use of proceeds of the Closing Date Loans on the Closing
Date will not violate the USA PATRIOT Act or OFAC), and Section 5.18.


 


“Specified
Transaction” means:


 


(1)       solely
for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering,
to the Borrower, in each case, in connection with an acquisition or Investment,


 


(2)       any
designation of operations or assets of the Borrower or a Restricted Subsidiary as discontinued operations (as defined under GAAP)
(provided that operations or assets of the Borrower or a Restricted Subsidiary that are held for sale or are subject to
an agreement to dispose of such operations or assets may, at the Borrower’s election (in its sole discretion), be designated
as discontinued operations under this clause (2) only when and to the extent such operations are actually disposed of),


 


(3)       any
Permitted Acquisition, investment or other similar transaction, in each case, that results in a Person becoming a Restricted Subsidiary,


 


(4)       any
designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Agreement,


 


(5)       any
purchase or other acquisition of a business of any Person or of assets constituting a business unit, line of business or division
of any Person,


 


(6)       any
Asset Sale (without regard to any de minimis thresholds set forth therein) (a) that results in a Restricted Subsidiary ceasing
to be a Subsidiary of the Borrower or (b) of a business, business unit, line of business or division of the Borrower or a Restricted
Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise,


 


(7)       any
operational changes identified by the Borrower that have been made by the Borrower or any
Restricted Subsidiary during the Test Period,


 


(8)       any
borrowing of Incremental Loans or Permitted Incremental Equivalent Debt (or establishment
of Incremental Commitments), or


 


(9)       any
Restricted Payment or other transaction that by the terms of this Agreement requires a financial ratio to be calculated on a pro
forma basis.


 


“Sterling”
means the lawful currency of the United Kingdom.




    104


     


    

“Subject
Obligations” has the meaning specified in Section 10.28(1).


 


“Submitted
Amount” has the meaning specified in Section 2.05(1)(e)(C)(1).


 


“Submitted
Discount” has the meaning specified in Section 2.05(1)(e)(C)(1).


 


“Subsidiary”
means, with respect to any Person:


 


(1)           any
corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar
Person) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof; and


 


(2)           any
partnership, joint venture, limited liability company or similar Person of which:


 


(a)       more
than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and


 


(b)       such
Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such Person.


 


Unless otherwise specified,
all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
of the Borrower.


 


“Subsidiary
Guarantor” means any Guarantor other than Holdings.


 


“Successor Borrower” has the meaning specified
in Section 7.03(4).


 


“Successor Holdings” has the meaning specified in Section 7.03(5).


 


“Supplemental
Administrative Agent” and “Supplemental Administrative Agents” have the meanings specified in Section
9.14(1).


 


“Supported
QFC” has the meaning specified in Section 10.27.


 


“Swap
Obligation” has the meaning specified in the definition of “Excluded Swap Obligation.”


 


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.


 


“Swing
Line Facility” means the swing line facility made available by the Swing Line Lender pursuant to Section 2.04.




    105


     


    

“Swing
Line Lender” means SunTrust Bank and/or (as the context requires) any other Lender that becomes a Swing Line Lender in
accordance with Section 2.04(8), or any successor Swing Line Lender hereunder.


 


“Swing
Line Loan” has the meaning specified in Section 2.04(1); provided that from and after the Closing Date
to but excluding the time that there shall exist a Revolving Facility other than the Priority Revolving Facility, the term “Swing
Line Loans” shall be deemed to solely refer to Swing Line Loans under the Priority Revolving Facility.


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(2), which, if in writing,
shall be substantially in the form of Exhibit A-2, or such other form as approved by the Priority Revolving Agent and the
Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Priority Revolving
Agent and the Borrower), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Swing
Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially
the form of Exhibit B-3, evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from
the Swing Line Loans.


 


“Swing
Line Obligations” means, as at any date of determination, the aggregate Outstanding Amount of all Swing Line Loans outstanding.


 


“Swing
Line Sublimit” means an amount equal to the lesser of (1) $10.0 million, as adjusted from time to time in accordance
with Section 2.14 and (2) the aggregate amount of the Revolving Commitments. The Swing Line Sublimit is part of, and not
in addition to, the Revolving Commitments.


 


“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding)
of any nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties
applicable thereto.


 


“Tax
Group” has the meaning specified in Section 7.05(2)(n)(ii).


 


“Tax Indemnitee” has the meaning
specified in Section 3.01(5).


 


“Term Borrowing” means a Borrowing of any Term Loans.


 


“Term
Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as
an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such
commitment may be (1) reduced from time to time pursuant to this Agreement and (2) reduced or increased from time to time pursuant
to (a) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (b) an Incremental Amendment, (c) a Refinancing
Amendment, (d) an Extension Amendment or (e) an amendment in respect of Replacement Loans. The initial
amount of each Term Lender’s Term Commitment is specified on Schedule
2.01 under the caption “Term
Commitments shall include the Closing Date Term Loan Commitment” or,Commitments
and the 2020 Incremental Term Loan Commitments and may otherwise, be
specified in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption), Incremental Amendment, Refinancing
Amendment, Extension Amendment or amendment in respect of Replacement
Loans pursuant to which such Lender shall have assumed its Commitment, as the case may be.




    106


     


    

“Term
Facility” means any Facility consisting of Term Loans of a single Class and/or Term Commitments with respect to such
Class of Term Loans.


 


“Term
Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.


 


“Term
Loan” means any Closing Date Term Loan, 2020 Incremental Term Loan, Incremental
Term Loan, Other Term Loan, Extended Term Loan or Replacement Loan, as the context may require.


 


“Term
Loan Extension Request” has the meaning provided in Section 2.16(1).


 


“Term Loan Extension Series”
has the meaning provided in Section 2.16(1).


 


“Term Loan Increase” has
the meaning specified in Section 2.14(1).


 


“Term
Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially
the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from
the Term Loans made by such Term Lender.


 


“Termination
Conditions” means, collectively, (1) the payment in full in cash of the Obligations (other than (a) contingent indemnification
obligations not then due and (b) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (2) the
termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding
Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing
Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another
agreement reasonably acceptable to the applicable Issuing Bank).


 


“Test
Period” in effect at any time means (1) for purposes of (a) the definition of “Applicable Rate,” (b) Section
2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining pro forma compliance with the
Financial Covenant in connection with any Basket), the most recent period of four consecutive fiscal quarters of the Borrower
ended on or prior to such time (taken as one accounting period) in respect of which, subject to Section 1.07(1), financial
statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(1)
or (2), as applicable and (2) for all other purposes in this Agreement, the most recent period of four consecutive
fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in respect of which financial
statements for each such quarter or fiscal year in such period are internally available (as determined in good faith by the Borrower)
(it being understood that for purposes of determining pro forma compliance with the Financial Covenant in connection with any
Basket, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the
level for the first Test Period cited in the Financial Covenant with an indicated level); provided that, prior to the first
date that financial statements have been or are required to be delivered pursuant to Section 6.01(1) or (2), the
Test Period in effect shall be the period of four consecutive full fiscal quarters of the Borrower ended on or about June 30,
2019.




    107


     


    

“Threshold
Amount” means the greater of (1) $10.0 million and (2) 20.0% of Consolidated EBITDA of the Borrower and the Restricted
Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis).


 


“Total
Assets” means, at any time, the total assets of the Borrower and the Restricted Subsidiaries, determined on a consolidated
basis in accordance with GAAP, as shown on the then most recent balance sheet of the Borrower or such other Person as may be available
(as determined in good faith by the Borrower) (and, in the case of any determination relating to any Specified Transaction, on
a pro forma basis including any property or assets being acquired in connection therewith).


 


“Total
Net Leverage Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated Total Debt outstanding as of
the last day of such Test Period, minus the Unrestricted Cash Amount on such last day to (2) Consolidated EBITDA of the
Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments
as are appropriate and consistent with Section 1.07.


 


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans and L/C Obligations.


 


“Traded
Securities” means any debt or equity securities issued pursuant to a public offering or Rule 144A offering.


 


“Transaction
Consideration” means an amount equal to the total funds required to consummate the Acquisition as set forth in the Acquisition
Agreement.


 


“Transaction
Expenses” means any fees, expenses, costs or charges incurred or paid by the Investor, any Parent Company, Holdings,
the Borrower or any Restricted Subsidiary in connection with the Transactions, including any expenses in connection with hedging
transactions, payments to officers, employees and directors as change of control payments, severance payments, special or retention
bonuses and charges for repurchase or rollover of, or modifications to, stock options or restricted stock.


 


“Transactions”
means, collectively, the transactions contemplated by the Acquisition Agreement (as amended through the Closing Date) and transactions
related or incidental to, or in connection with, such transactions (including the Reorganization), the funding of the Closing Date
Loans, the consummation of the Equity Contribution, the Closing Date Refinancing and the Acquisition and the payment of Transaction
Expenses.


 


“Treasury
Capital Stock” has the meaning specified in Section 7.05(2)(b)(i).


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


“U.S.
Lender” means any Lender that is not a Foreign Lender.


 


“U.S.
Special Resolution Regimes” has the meaning specified in Section 10.27.


 


“Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code or any successor provision thereof as
the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision
thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to the perfection or priority
of any Lien on or otherwise with regard to any item or items of Collateral.




    108


     


    

“United
States” and “U.S.” mean the United States of America.


 


“United
States Tax Compliance Certificate” means a certificate substantially in the form of Exhibit H-1, H-2, H-3
or H-4, as applicable.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(3)(a).


 


“Unrestricted Cash Amount” means,
on any date of determination, the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries that
(1) would not appear as “restricted” on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries or (2)
are restricted in favor of the Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien basis with
the Facilities).;
provided that notwithstanding anything to the contrary contained in any Loan Document, until such time that (x) all amounts that
have or may become due and payable during the fiscal year ended December 31, 2020 under the Pareto Earn-Out Payment or the Healthscape
Earn-Out Payment have been paid and (y) no disputes are outstanding pursuant to the dispute resolution mechanics set forth in the applicable
agreement governing the Pareto Earn-Out Payment or the Healthscape Earn-Out Payment, the proceeds of the 2020 Incremental Term Loans
shall not (other than for purposes of determining actual compliance with the Financial Covenant) constitute any portion of the Unrestricted
Cash Amount.


 


“Unrestricted
Subsidiary” means:


 


(1)           any
Subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrower, as
provided below); and


 


(2)           any
Subsidiary of an Unrestricted Subsidiary. 


 


So long as no Event of Default shall have
occurred and be continuing or would result therefrom, the Borrower may designate:


 


(a)           any
Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary; provided that no Unrestricted Subsidiary shall directly or indirectly own any Equity Interests in any Restricted
Subsidiary (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned
designation in accordance with the terms hereof) or hold any Indebtedness of or any Lien on any property of the Borrower or its
Restricted Subsidiaries (other than solely any Subsidiary of the Subsidiary to be so designated); provided further that
(i) such designation shall be deemed an Investment, (ii) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries
has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower
or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary) and (iii) neither the Borrower nor any
of its Restricted Subsidiaries may transfer legal title to, or license on an exclusive basis (excluding exclusive licenses (x)
limited by territory or field of use or (y) granted in the ordinary course of business), any Specified Intellectual Property to
any Unrestricted Subsidiary; and




    109


     


    

(b)           any
Unrestricted Subsidiary to be a Restricted Subsidiary.


 


Any such designation by the Borrower will
be notified by the Borrower to the Administrative Agent (in the case of clause (a) above, by promptly filing with the Administrative
Agent an Officer’s Certificate certifying that such designation complied with clause (a) above). The designation of
any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness
and Liens of such Subsidiary existing at such time.


 


“USA
PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or modified from time
to time.


 


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case
may be, at any date, the quotient obtained by dividing:


 


(1)           the
sum of the products of the number of years (calculated to the nearest one- twenty-fifth) from the date of determination to the
date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such
Disqualified Stock or Preferred Stock, multiplied by the amount of such payment, by


 


(2)           the
sum of all such payments;


 


provided
that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness (the “Applicable Indebtedness”),
the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of such determination will
be disregarded.


 


“wholly
owned” means, with respect to any Subsidiary of any Person, a Subsidiary of such Person one hundred percent (100%) of
the outstanding Equity Interests of which (other than (1) directors’ qualifying shares and (2) shares of Capital Stock of
Foreign Subsidiaries issued to foreign nationals as required by applicable Law) is at the time owned by such Person or by one or
more wholly owned Subsidiaries of such Person.


 


“Withdrawal
Liability” means the liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
U.S. Branch” means a U.S. branch of a non-U.S. bank treated as a U.S. person for purposes of Treasury Regulations Section
1.1441-1 and described in Treasury Regulations Section 1.1441-1(b)(2)(iv) that agrees, on IRS Form W-8IMY or such other form prescribed
by the Treasury or the IRS, to accept responsibility for all U.S. federal income tax withholding and information reporting with
respect to payments made to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) for the account of Lenders by or on behalf of any Loan Party under the Loan Documents.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.




    110


     


    

“Yen”
means the lawful currency of Japan.


 


SECTION 1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(1)           The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(2)            The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.


 


(3)           References
in this Agreement to an Exhibit, Schedule, Article, Section, Annex, clause or subclause refer (a) to the appropriate Exhibit or
Schedule to, or Article, Section, clause or subclause in, this Agreement or (b) to the extent such references are not present in
this Agreement, to the Loan Document in which such reference appears, in each case as such Exhibit, Schedule, Article, Section,
Annex, clause or subclause may be amended or supplemented from time to time.


 


(4)           The
term “including” is by way of example and not limitation.


 


(5)           The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(6)           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.”


 


(7)           Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(8)           The
word “or” is not intended to be exclusive unless expressly indicated otherwise.


 


(9)           With
respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions
with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. If any
Default or Event of Default occurs due to (a) the failure by any Loan Party to take any action by a specified time, such Default
or Event of Default shall be deemed to have been cured at the time, if any, that the applicable Loan Party takes such action or
(b) the taking of any action by any Loan Party that is not then permitted by the terms of this Agreement or any other Loan Document,
such Default or Event of Default shall be deemed to be cured on the earlier to occur of (i) the date on which such action would
be permitted at such time to be taken under this Agreement and the other Loan Documents and (ii) the date on which such action
is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement
and the other Loan Documents. If any Default or Event of Default occurs that is subsequently cured (a “Cured Default”),
any other Default or Event of Default resulting from the making or deemed making of any representation or warranty by any Loan
Party or the taking of any action by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default
or Event of Default would not have arisen had the Cured Default not occurred, shall be deemed to be cured automatically upon,
and simultaneous with, the cure of the Cured Default. Notwithstanding anything to the contrary in this Section 1.02(9),
(x) no Event of Default pursuant to clause (6) of Section 8.01 with respect to the Borrower may be cured pursuant
to this Section 1.02(9) and (y) any other Event of Default (the “Initial Default”) may not be cured
pursuant to this Section 1.02(9):




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(a)
if the taking of any action by any Loan Party or Subsidiary of a Loan Party that is not permitted during, and as a result of, the
continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Loan Party or Subsidiary
had actual knowledge at the time of taking any such action that the Initial Default had occurred and was continuing,


 


(b)
in the case of an Event of Default under Section 8.01(9) or (10) that directly results in material impairment of
the rights and remedies of the Lenders, Collateral Agent and Administrative Agent under the Loan Documents and that is incapable
of being cured, or


 


(c)
in the case of an Event of Default under Section 8.01(3) arising due to the failure to perform or observe Section 6.07
that directly results in a material adverse effect on the ability of the Borrower and the other Loan Parties (taken as a whole)
to perform their respective payment obligations under any Loan Document to which the Borrower or any of the other Loan Parties
is a party.


 


(10)         For
purposes hereof, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers
to such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as
if such Unrestricted Subsidiary were not an Affiliate of such Person.


 


(11)         Each
reference in the Loan Documents with respect to the priority of Liens shall be determined without regard to the control of applicable
remedies, in each case, unless otherwise expressly stated in the Loan Documents in respect thereof.


 


SECTION 1.03 Accounting Terms. 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, except as otherwise specifically prescribed herein. Notwithstanding any other provision contained herein, (1) 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 Financial Accounting Standards Board Accounting Standards
Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other
liabilities of Holdings, the Borrower or any of its Subsidiaries at “fair value,” as defined therein and (2) unless
the Borrower has requested an amendment pursuant to the second paragraph of the definition of “GAAP” with respect
to the treatment of operating leases and Capitalized Lease Obligations under GAAP (or IFRS) and until such amendment has become
effective, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to
the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”)
shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose
of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that
such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as
Capitalized Lease Obligations in the financial statements to be delivered pursuant to Section 6.01.




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SECTION 1.04 Rounding. Any financial
ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing
the appropriate component by the other component, carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


SECTION 1.05 References to Agreements,
Laws, etc. Unless otherwise expressly provided herein, (1) references to Organizational Documents, agreements (including the
Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements
and other modifications are not prohibited by any Loan Document; and (2) references to any Law shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.


 


SECTION 1.06 Times of Day and Timing of
Payment and Performance. Unless otherwise specified, (1) all references herein to times of day shall be references to New
York time (daylight or standard, as applicable) and (2) when the payment of any obligation or the performance of any covenant,
duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment
(other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding
Business Day.


 


SECTION 1.07 Pro Forma and Other Calculations.


 


(1)           Notwithstanding
anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage
Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section
1.07; provided that notwithstanding anything to the contrary in clauses (2), (3), (4) or (5)
of this Section 1.07, when calculating the First Lien Net Leverage Ratio for purposes of (a) the definition of “Applicable
Rate,” (b) Section 2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining pro forma
compliance with the Financial Covenant), the events described in this Section 1.07 that occurred subsequent to the
end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary
prepayments made pursuant to Section 2.05(1) during any fiscal year (without duplication of any prepayments in such fiscal
year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.05(2)(a) for any prior fiscal year)
shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section
2.05(2)(a) is due for purposes of calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage
for such mandatory prepayment, if any.


 


(2)           For
purposes of calculating any financial ratio or test (or Consolidated EBITDA or Total Assets), Specified Transactions (and, subject
to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) during
the applicable Test Period or (b) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation
of any such ratio is made, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and
any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified
Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of
the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted
Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary since the beginning
of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section
1.07, then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma
effect thereto in accordance with this Section 1.07; provided that with respect to any pro forma calculations to be
made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not
available for the same Test Period for which internal financial statements of the Borrower are available, the Borrower shall determine
such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis
as determined on a commercially reasonable basis by the Borrower.




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(3)           Whenever
pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith
by a Financial Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings,
operating expense reductions and synergies projected by the Borrower in good faith to result from, or relating to, any Specified
Transaction (including the Transactions and, for the avoidance of doubt, acquisitions and investments occurring prior to the Closing
Date) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions
necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect
to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated
on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized in full on
the first day of such period and as if such cost savings, operating expense reductions and synergies were realized in full during
the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any
action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including
any savings expected to result from the elimination of a public target’s compliance costs with public company requirements),
whether prior to or following the Closing Date, net of the amount of actual benefits realized during such period from such actions,
and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during
any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided
that (a) such amounts are reasonably identifiable, (b) such actions are taken, committed to be taken or with respect to which substantial
steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than twenty-four (24)
months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of such Specified
Transaction), (c) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing
Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect
to such period and (d) any “run-rate” cost savings, operating expense reductions and synergies added back to Consolidated
EBITDA pursuant to this Section 1.07(3), when aggregated with the “run-rate” cost savings, operating expense
reductions and synergies in any Test Period added back to Consolidated EBITDA pursuant to clause (l)(ii) of the definition of Consolidated
EBITDA in any Test Period and adjustments, exclusions and add-backs pursuant to clause (q)(B) of the definition of Consolidated
EBITDA in any Test Period (in each case, excluding any such “run-rate” cost savings, synergies and operating expense
reductions related to the Transactions) shall not in the aggregate exceed 25.0% of Consolidated EBITDA of the Borrower (calculated
after giving effect to any such add-back and all other permitted add-backs and adjustments) for such Test Period on a pro forma
basis.


 


(4)           In
the event that (a) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees), issues or repays
(including by redemption, repurchase, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other
than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently
repaid and not replaced), (b) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (c)
any Restricted Subsidiary issues, repurchases or redeems Preferred Stock or (d) the Borrower or any Restricted Subsidiary establishes
or eliminates any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test (and,
in each case of the foregoing clauses (a) and (d), any Lien incurred in connection therewith), (i) during the applicable Test
Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the
calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to
such incurrence, issuance, repayment or redemption of Indebtedness, issuance, repurchase or redemption of Disqualified Stock or
Preferred Stock, or establishment or elimination of any Designated Revolving Commitments, in each case to the extent required,
as if the same had occurred on the last day of the applicable Test Period (except in the case of the Interest Coverage Ratio (or
similar ratio), in which case such incurrence, issuance, repayment or redemption of Indebtedness, issuance, repurchase or redemption
of Disqualified Stock or Preferred Stock, or establishment or elimination of any Designated Revolving Commitments, in each case
will be given effect, as if the same had occurred on the first day of the applicable Test Period) and, in the case of Indebtedness
for all purposes as if such Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred
thereunder throughout such period.




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(5)           If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio
is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to
such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined
by a Financial Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with
GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate shall be determined to have been based upon the rate actually chosen,
or if none, then based upon such optional rate chosen as the Borrower or applicable Restricted Subsidiary may designate.


 


(6)            Notwithstanding
anything to the contrary in this Section 1.07 or in any classification under GAAP of any Person, business, assets or operations
in respect of which a definitive agreement for the disposition thereof has been entered into, at the election of the Borrower,
no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such
Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been
consummated.


 


(7)           Any
determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended for which internal
financial statements of the Borrower are available (as determined in good faith by the Borrower) on or prior to the relevant date
of determination.


 


(8)           Notwithstanding
anything in this Agreement or any Loan Document to the contrary, in the event any Lien, Indebtedness (including any Incremental
Loans, Incremental Commitments, Permitted Incremental Equivalent Debt, Other Loans or Other Commitments), Disqualified Stock,
Preferred Stock, Asset Sale, Investment, Restricted Payment, or other transaction, action, judgment or amount incurred under any
provision in this Agreement or any other Loan Document (or any of the foregoing in concurrent transactions, a single transaction
or a series of related transactions) meets the criteria of one or more than one of the categories of Baskets under this Agreement
(including within any defined terms), including any Fixed Basket or Non-Fixed Basket, as applicable, the Borrower shall be permitted,
in its sole discretion, to divide and classify and to later, at any time and from time to time, re-divide and re-classify (including
to re-classify utilization of any Fixed Basket as being incurred under any Non-Fixed Basket or other Fixed Basket or utilization
of any Non-Fixed Basket as being incurred under any Fixed Basket or other Non-Fixed Basket) on one or more occasions (based on
circumstances existing on the date of any such re-division and re-classification) any such Lien, Indebtedness, Disqualified Stock,
Preferred Stock, Asset Sale, Investment, Restricted Payment (except with respect to Restricted Payments in respect of Equity Interests
of the Loan Parties), or other transaction, action, judgment or amount, in whole or in part, among one or more than one applicable
Baskets under this Agreement (in the case of re-classification or re-division, so long as the amount so re-classified or re-divided
is permitted at the time of such re-classification or re-division to be incurred pursuant to the applicable Basket into which
such amount is re-classified or re-divided at such time). For the avoidance of doubt, the amount of any Lien, Indebtedness, Disqualified
Stock, Preferred Stock, Asset Sale, Investment, Restricted Payment or other transaction, action, judgment or amount that shall
be allocated to each such Basket shall be determined by the Borrower at the time of such division, classification, re-division
or re-classification, as applicable. If any Lien, Indebtedness (including any Incremental Loans, Incremental Commitments, Permitted
Incremental Equivalent Debt, Other Loans or Other Commitments), Disqualified Stock, Preferred Stock, Asset Sale, Investment, Restricted
Payment (except with respect to Restricted Payments in respect of Equity Interests of the Loan Parties), or other transaction,
action, judgment or amount incurred under any provision in this Agreement or any other Loan Document (or any portion of the foregoing)
previously divided and classified (or re-divided and re-classified) as set forth above under any Fixed Basket, could subsequently
be re-divided and re-classified under a Non-Fixed Basket, such re-division and re-classification shall be deemed to occur automatically,
in each case, unless otherwise elected by the Borrower. Notwithstanding the foregoing, any Indebtedness incurred under this Agreement
(including on the Closing Date) will, at all times, be classified as being incurred under Section 7.02(2)(a) and may not
be re-classified. For all purposes hereunder, (x) “Fixed Basket” shall mean any Basket that is subject to a
fixed-dollar limit (including Baskets based on a percentage of Consolidated EBITDA or Total Assets) and (y) “Non-Fixed
Basket” shall mean any Basket that is subject to compliance with a financial ratio or test (including the Interest Coverage
Ratio, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio) (any such ratio or test,
a “Financial Incurrence Test”).




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(9)           Notwithstanding
anything in this Agreement or any Loan Document to the contrary, in calculating any Non-Fixed Basket (a) [reserved], (b) any Indebtedness
concurrently incurred to fund original issue discount or upfront fees and (c) any amounts incurred, or transactions entered into
or consummated, in reliance on a Fixed Basket (including the Free and Clear Incremental Amount) in a concurrent transaction, a
single transaction or a series of related transactions with the amount incurred, or transaction entered into or consummated, under
an applicable Non-Fixed Basket, in each case of the foregoing clauses (a), (b) and (c), shall be disregarded in the calculation
of such Non-Fixed Basket; provided that full pro forma effect shall be given to all applicable and related transactions
(including the use of proceeds of all applicable Indebtedness incurred and any repayments, repurchases and redemptions of Indebtedness)
and all other adjustments as to which pro forma effect may be given under this Section 1.07.


 


(10)         If
any Lien, Indebtedness, Disqualified Stock, Preferred Stock, Asset Sale, Investment, Restricted Payment, or other transaction,
action, judgment or amount (any of the foregoing in concurrent transactions, a single transaction or a series of related transactions)
is incurred, issued, taken or consummated in reliance on categories of Baskets measured by reference to a percentage of Consolidated
EBITDA, and any Lien, Indebtedness, Disqualified Stock, Preferred Stock, Asset Sale, Investment, Restricted Payment, or other
transaction, action, judgment or amount (including in connection with refinancing thereof) would subsequently exceed the applicable
percentage of Consolidated EBITDA if calculated based on the Consolidated EBITDA on a later date (including the date of any refinancing
or re-classification), such percentage of Consolidated EBITDA will be deemed not to be exceeded (so long as, in the case of refinancing
any Indebtedness, Disqualified Stock or Preferred Stock (and any related Lien), the principal amount or the liquidation preference
of such newly incurred or issued Indebtedness, Disqualified Stock or Preferred Stock does not exceed the maximum principal amount,
liquidation preference or amount of Refinancing Indebtedness in respect of the Indebtedness, Disqualified Stock or Preferred Stock
being refinanced, extended, replaced, refunded, renewed or defeased).




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(11)         Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable Financial Incurrence Test,
or availability under any Basket, in connection with the incurrence of any Limited Condition Transaction, any Indebtedness or
any other transaction in connection with a Limited Condition Transaction and any actions or transactions related thereto (including
for all purposes under this clause (11), the making of acquisitions and investments, Asset Sales or other dispositions,
the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence
of Liens, repayments of Indebtedness, the making of Restricted Payments and/or the designation of a Subsidiary as a Restricted
Subsidiary or an Unrestricted Subsidiary), (b) determining (i) compliance with any provision of this Agreement which requires
that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom,
(ii) compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth
or referenced herein or (iii) the satisfaction of any other conditions, in each case under this clause (b), in connection with
the incurrence of any Limited Condition Transaction, any Indebtedness or any other transaction in connection with a Limited Condition
Transaction and any actions or transactions related thereto, in each case under the foregoing clauses (a) and (b),
the date of determination of such Financial Incurrence Test, availability under any Basket or other provisions, determination
of whether any Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result
therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall,
at the option of the Borrower (in its sole discretion) (the Borrower’s election to exercise such option, an “LCT
Election,” which LCT Election may be in respect of one or more of clauses (a), (b)(i), (b)(ii)
and (b)(iii) above), be deemed to be (I) any of the date the definitive agreements (or other relevant definitive documentation)
for such Limited Condition Transaction, Indebtedness or other transaction in connection with such Limited Condition Transaction
or action or transaction related thereto, as applicable, are entered into (or, (A) in the case of any redemption, repurchase,
defeasance, satisfaction and discharge or repayment of Indebtedness, the date on which notice with respect to such Limited Condition
Transactions is sent, (B) in the case of any Restricted Payment, the date of declaration thereof and (C) in the case of any other
action or transaction, any similar event) or (II) the time of funding of any of the applicable Indebtedness or consummation of
such Limited Condition Transaction or other transaction in connection therewith or action or transaction related thereto (provided
that, notwithstanding the LCT Election made under the foregoing clauses (I) and (II), the Borrower may elect (in its
sole discretion) to re-determine one or more of clauses (a), (b)(i), (b)(ii) and (b)(iii) above at
the time of funding of any of the applicable Indebtedness or consummation of such Limited Condition Transaction or other transaction
in connection therewith or action or transaction related thereto) (such date in clause (I) or (II), the “LCT
Test Date”) and, subject to the other provisions of this Section 1.07(11), if, after giving pro forma effect
to the Limited Condition Transaction, any Indebtedness or other transaction in connection therewith and any actions or transactions
related thereto and any related pro forma adjustments, the Borrower or any of its Restricted Subsidiaries would have been permitted
to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such Basket (and any related
requirements and conditions), such Basket (and any related requirements and conditions) shall be deemed to have been complied
with (or satisfied) for all purposes; provided, that (x) if financial statements for one or more subsequent fiscal quarters
shall have become available, the Borrower may elect, in its sole discretion, to re-determine availability under Baskets on the
basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable
LCT Test Date for purposes of such Basket and (y) except as contemplated in the foregoing clause (x), compliance with such
Baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test
Date for such Limited Condition Transaction, any Indebtedness or other transaction incurred in connection therewith and any actions
or transactions related thereto.




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(12)         For
the avoidance of doubt, if the Borrower has made an LCT Election, (a) if any of the ratios, tests or baskets for which compliance
was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed
to have been complied with as a result of fluctuations in any such Financial Incurrence Test or Basket, including due to fluctuations
in EBITDA or total assets of the Borrower or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios
will be deemed not to have been exceeded or failed to have been complied with as a result of such fluctuations, (b) other than
as expressly set forth in clause (11), if any related requirements and conditions (including as to the absence of any (or any type
of) continuing Default or Event of Default and satisfaction of any representations and warranties) for which compliance or satisfaction
was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied
(including due to the occurrence or continuation of any Default or Event of Default or failure to satisfy any representations and
warranties), such requirements and conditions will be deemed not to have been failed to be complied with or satisfied (and such
Default or Event of Default shall be deemed not to have occurred or be continuing and such representations and warranties shall
be deemed to have been satisfied) and (c) in calculating the availability under any Financial Incurrence Test or Basket in connection
with any action or transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited
Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified
in an irrevocable notice or declaration for such Limited Condition Transaction is terminated, expires or passes, as applicable,
without consummation of such Limited Condition Transaction, any such Financial Incurrence Test or Basket shall be determined or
tested giving pro forma effect to such Limited Condition Transaction and any actions or transactions related thereto.


 


(13)         For
purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or financial test (including Section 7.10 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage
Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount of Consolidated EBITDA
or Consolidated Net Income, such financial ratio, financial test or amount shall, subject to this Section 1.07, be calculated
at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be,
and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio, financial
test or amount occurring after the time such action is taken, such change is made, such transaction is consummated or such event
occurs, as the case may be.


 


SECTION 1.08 Available
Amount Transaction. If more than one action occurs on any given date the permissibility of the taking of which is determined
hereunder by reference to the amount specified in clause (b) of Section 7.05(1) immediately prior to the taking of
such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two
or more such actions be treated as occurring simultaneously, i.e., each transaction must be permitted under clause (b) of
Section 7.05(1) as so calculated.


 


SECTION 1.09 Guaranties
of Hedging Obligations. Notwithstanding anything else to the contrary in any Loan Document, no non-Qualified ECP Guarantor
shall be required to guarantee or provide security for Excluded Swap Obligations, and any reference in any Loan Document with
respect to such non-Qualified ECP Guarantor guaranteeing or providing security for the Obligations shall be deemed to be all Obligations
other than the Excluded Swap Obligations.




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SECTION 1.10 Currency Generally.


 


(1)           The
Borrower shall determine in good faith the Dollar equivalent amount of any utilization or other measurement denominated in a currency
other than Dollars for purposes of compliance with any Basket. For purposes of determining compliance with any Basket under Article
VII or VIII with respect to any amount expressed in a currency other than Dollars, no Default shall be deemed to have
occurred solely as a result of changes in rates of currency exchange occurring after the time such Basket utilization occurs or
other Basket measurement is made (so long as such Basket utilization or other measurement, at the time incurred, made or acquired,
was permitted hereunder). Except with respect to any ratio calculated under any Basket, any subsequent change in rates of currency
exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as
the same may have been reallocated in accordance with this Agreement) shall be disregarded for purposes of determining any unutilized
portion under such Basket.


 


(2)           For
purposes of determining the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, the
amount of Indebtedness and cash and Cash Equivalents shall reflect the currency translation effects, determined in accordance with
GAAP, of Hedging Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect
on the date of determination of the Dollar equivalent of such Indebtedness.


 


SECTION 1.11 Letters of Credit. Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the maximum amount available to
be drawn under such Letter of Credit in effect at such time (not to exceed the stated amount of such Letter of Credit in effect
at such time after giving effect to any automatic reductions or increases, as applicable, to such stated amount pursuant to the
terms of the applicable Letter of Credit after the occurrence of any applicable condition (including the expiration of any applicable
period); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any L/C
Application related thereto, provides for one or more automatic increases in the stated amount thereof, the stated amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time).


 


SECTION 1.12 LIBOR Discontinuation.
Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, this Agreement and the other
Loan Documents may be amended to replace LIBOR with (1) a successor or alternative index rate as the Administrative Agent (or
in the case of the Priority Revolving Facility, the Priority Revolving Agent) (but not, for the avoidance of doubt, any other
Lender) and the Borrower may reasonably determine that gives due consideration to the then prevailing market practice for determining
a rate of interest for syndicated leveraged loans of this type in the United States at such time or (2) absent such mutual selection
by the Borrower and the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent),
a comparable successor or alternative interbank rate for deposits in Dollars that is, at such time, broadly accepted as the prevailing
market practice for syndicated leveraged loans of this type in the United States in lieu of the “LIBOR Rate” as reasonably
determined by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent); provided
that (a) any such successor or alternative rate shall be applied by the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) in a manner consistent with market practice and (b) to the extent such market
practice is not administratively feasible for the Administrative Agent (or in the case of the Priority Revolving Facility, the
Priority Revolving Agent), such successor or alternative rate shall be applied in a manner as otherwise reasonably determined
by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) in consultation
with the Borrower.




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Article II


 


The
Commitments and Borrowings


 


SECTION
2.01 The Loans. 


 


(1)       Term
Borrowings.


 


(a)
Subject to the terms and conditions set forth in Section 4.01
hereof, each Term Lender severally agrees to make to the Borrower on the Closing Date one or more Closing Date Term Loans
denominated in Dollars in an aggregate principal amount equal to such Term Lender’s Closing Date Term Loan Commitment on
the Closing Date. Amounts borrowed under this Section 2.01(1)(a)
and repaid or prepaid may not be reborrowed. The Closing Date Term Loans may be Base Rate Loans or Eurodollar Rate Loans,
as further provided herein.


 


(b) Subject to the terms and
conditions set forth in Amendment No. 1, each 2020 Incremental Term Lender severally agrees to make to the Borrower on the Amendment
No. 1 Effective Date one or more 2020 Incremental Term Loans denominated in Dollars in an aggregate principal amount equal to such
2020 Incremental Term Lender’s 2020 Incremental Term Loan Commitment on the Amendment No. 1 Effective Date. Amounts borrowed
under this Section 2.01(1)(b) and repaid or prepaid may not be reborrowed. The 2020 Incremental Term Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.


 


(2)       Revolving
Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans denominated
in Dollars from its applicable Lending Office (each such loan, a “Revolving Loan”) to the Borrower from time
to time, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount
not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided that after giving
effect to any Revolving Borrowing, the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus, in the case of each Lender other than the Swing
Line Lender (in its capacity as such), such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans,
shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(2), prepay under Section
2.05 and reborrow under this Section 2.01(2). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.


 


SECTION 2.02 Borrowings, Conversions and
Continuations of Loans.


 


(1)       Each
Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice, on behalf of the Borrower, to
the Administrative Agent (in the case of Term Loans) or the Priority Revolving Agent (in the case of Revolving Loans) (provided
that the notice in respect of the initial Credit Extension, or in connection with any Permitted Acquisition or other transaction
permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other transaction,
as applicable), which may be given by: (a) telephone or (b) a Committed Loan Notice; provided that any telephonic notice
by the Borrower must be confirmed immediately by delivery to the Administrative Agent or the Priority Revolving Agent, as applicable,
of a Committed Loan Notice. Each such notice must be received by the Administrative Agent (in the case of Term Loans) or the Priority
Revolving Agent (in the case of Revolving Loans) not later than (i) 1:00 p.m., New York time, three (3) Business Days prior to
the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar
Rate Loans and (ii) noon, New York time, on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar
Rate Loans to Base Rate Loans; provided that in the case of the Closing Date Term Loans being borrowed on the Closing Date,
such notice must be received no later than 1:00 p.m. two Business Days prior to the date of such Borrowing;
provided further that in the case of the 2020 Incremental Term Loans being borrowed on the Amendment No. 1 Effective Date,
such notice must be received no later than (i) in the case of a Borrowing of Eurodollar Rate Loans, 1:00 p.m., New York time,
three (3) Business Days prior to the date of such Borrowing and (ii) in the case of a Borrowing of Base Rate Loans, 1:00 p.m.,
New York time, two Business Days prior to the date of such Borrowing. Each telephonic notice by the Borrower pursuant to
this Section 2.02(1) must be confirmed promptly by delivery to the Administrative Agent or the Priority Revolving Agent,
as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.
Except as provided in Sections 2.14, 2.15 and 2.16, each Borrowing of, conversion to or continuation of Eurodollar
Rate Loans shall be in a principal amount of $1.0 million or a whole multiple amount of $250,000 in excess thereof. Except as
provided in Sections 2.03(3), 2.04(3), 2.14, 2.15 and 2.16, each Borrowing of or conversion to Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple amount of $100,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify:




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(a)           whether
the Borrower is requesting a Term Borrowing, a Revolving Borrowing, a conversion of Term Loans or Revolving Loans from one Type
to the other or a continuation of Eurodollar Rate Loans,


 


(b)           the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),


 


(c)           the
principal amount of Loans to be borrowed, converted or continued,


 


(d)           the
Class and Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans
are to be converted,


 


(e)           if
applicable, the duration of the Interest Period with respect thereto, and


 


(f)            wire
instructions of the account(s) to which funds are to be disbursed.


 


If the
Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar
Rate Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan,
shall have a one-month Interest Period. Any such automatic continuation of Eurodollar Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.




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(2)           Following receipt of a Committed Loan Notice, the Administrative Agent or the Priority Revolving Agent, as applicable, shall promptly
notify each Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable
Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent or
the Priority Revolving Agent, as applicable, shall notify each Lender of the details of any automatic continuation of Eurodollar
Rate Loans or continuation of Loans described in Section 2.02(1). In the case of each Borrowing, each Appropriate Lender
shall make the amount of its Loan available to the Administrative Agent or the Priority Revolving Agent, as applicable, in Same
Day Funds at the Administrative Agent’s Office or the Priority Revolving Agent’s Office not later than, in the case
of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 1:00 p.m., New York time, on the Business Day specified
in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Article IV for any
Borrowing, the Administrative Agent or the Priority Revolving Agent, as applicable, shall make all funds so received available
to the Borrower in like funds as received by the Administrative Agent or the Priority Revolving Agent, as applicable, either by
(a) crediting the account(s) of the Borrower on the books of the Administrative Agent or the Priority Revolving Agent, as applicable,
with the amount of such funds or (b) wire transfer of such funds, in each case in accordance with instructions provided by the
Borrower to (and reasonably acceptable to) the Administrative Agent or the Priority Revolving Agent, as applicable; provided
that if on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Facility is given by the Borrower (other
than with respect to the Closing Date Revolving Borrowing), there are Swing Line Loans or L/C Borrowings outstanding, then the
proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing and second, to the payment
in full of any such Swing Line Loans, and third, to the Borrower as provided above.


 


(3)           Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith.
Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) at the direction of the Required Facility Lenders under the applicable Facility
may require by notice to the Borrower that no Loans under such Facility may be converted to or continued as Eurodollar Rate Loans.


 


(4)           The
Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall promptly notify the
Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. The determination of the Eurodollar Rate by the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent) shall be conclusive in the absence of manifest error. At any time when Base Rate Loans
are outstanding, the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall
notify the Borrower and the Lenders of any change in the prime rate used in determining the Base Rate promptly following the public
announcement of such change.


 


(5)           After
giving effect to all Term Borrowings, all Revolving Borrowings, all conversions of Term Loans or Revolving Loans from one Type
to the other, and all continuations of Term Loans or Revolving Loans as the same Type, there shall not be more than ten (10) Interest
Periods in effect unless otherwise agreed between the Borrower, the Priority Revolving Agent and the Administrative Agent; provided
that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension
Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section
2.02(5) shall increase by three (3) Interest Periods for each applicable Class so established.




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(6)           The
failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any Borrowing.


 


(7)           Unless
the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall have received
notice from a Lender prior to the date of any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:30 p.m.,
New York time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) such Lender’s Pro Rata Share or other applicable
share provided for under this Agreement of such Borrowing, the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent) may assume that such Lender has made such Pro Rata Share and such other applicable share
available to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) on the
date of such Borrowing in accordance with paragraph (2) above, and the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to
the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), each of such Lender
and the Borrower severally agrees to repay to the Administrative Agent (or in the case of the Priority Revolving Facility, the
Priority Revolving Agent) forthwith on demand such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) at (a) in the case of the Borrower, the interest rate applicable
at the time to the Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Rate plus any administrative,
processing or similar fees customarily charged by the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) in accordance with the foregoing. A certificate of the Administrative Agent (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent) submitted to any Lender with respect to any amounts owing under this
Section 2.02(7) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall both pay all
or any portion of the principal amount in respect of such Borrowing or interest to the Administrative Agent (or in the case of
the Priority Revolving Facility, the Priority Revolving Agent) for the same or an overlapping period, the Administrative Agent
(or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall promptly remit to the Borrower the amount
of such Borrowing or interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing
to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving 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 (or
in the case of the Priority Revolving Facility, the Priority Revolving Agent).




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SECTION 2.03 Letters of Credit.


 


(1)           The
Letter of Credit Commitments.


 


(a)
Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other
Revolving Lenders set forth in this Section 2.03, (A) from time to time on any Business Day during the period from the Closing
Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Holdings (to the extent
not prohibited under Section 7.09), the Borrower or any of the Borrower’s Restricted Subsidiaries (so long as the
Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be
for the benefit of Holdings or any Subsidiary of the Borrower) and to amend or extend Letters of Credit previously issued by it,
in accordance with Section 2.03(2), and (B) to honor drawings under the Letters of Credit and (ii) the Revolving Lenders
severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no Issuing
Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated
to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Exposure of any Revolving
Lender would exceed such Lender’s Revolving Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed
the L/C Sublimit. The Existing Letters of Credit shall be deemed to be “Letters of Credit” issued on the Closing Date
for all purposes of the Loan Documents. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


 


(b)
An Issuing Bank shall be under no obligation to issue any Letter of Credit (other than, for the avoidance of doubt, the Existing
Letters of Credit) if:


 


(i)       any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing
Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank
is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder);


 


(ii)      subject
to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless (A) each Appropriate Lender has approved of such expiration date or (B) the Outstanding
Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter
of credit reasonably satisfactory to the applicable Issuing Bank prior to the date that is twelve months after the date of issuance
thereof;


 


(iii)     subject
to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless
(I) each Appropriate Lender has approved of such expiration date or (II) the Outstanding Amount of L/C Obligations in respect
of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory
to the applicable Issuing Bank prior to the L/C Expiration Date;




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(iv)     the
issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable to letters of credit generally; provided
that no Issuing Bank shall be required to issue either (A) letters of guarantee or bankers’ acceptances or (B) commercial
letters of credit, in each case without its consent; or


 


(v)     any
Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such
Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(c)
An Issuing Bank shall be under no obligation to amend any Letter of Credit if (i) such Issuing Bank would have no obligation at
such time to issue such Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.


 


(2)           Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(a)
Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an Issuing
Bank (with a copy to the Priority Revolving Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such L/C Application must be received by the relevant Issuing Bank and the Priority Revolving Agent not
later than 1:00 p.m., New York time, at least three (3) Business Days prior to the proposed issuance date or date of amendment,
as the case may be, or, in each case, such later date and time as the relevant Issuing Bank may agree in a particular instance
in its sole discretion; provided that no L/C Application shall be required in respect of the Existing Letters of Credit,
which shall be deemed to have been issued hereunder on the Closing Date. In the case of a request for an initial issuance of a
Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:


 


(i)       the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day);


 


(ii)      the
amount thereof;


 


(iii)     the
expiry date thereof;


 


(iv)    the
name and address of the beneficiary thereof;


 


(v)     the
documents to be presented by such beneficiary in case of any drawing thereunder;




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(vi)     the
full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and


 


(vii)    such other matters as the relevant Issuing Bank may reasonably request.


 


In the case of a request for an amendment of any outstanding
Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:


 


(i)       the
Letter of Credit to be amended;


 


(ii)      the
proposed date of amendment thereof (which shall be a Business Day);


 


(iii)     the
nature of the proposed amendment; and


 


(iv)    such
other matters as the relevant Issuing Bank may reasonably request.


 


(b)
Promptly after receipt of any L/C Application, the relevant Issuing Bank will confirm with the Priority Revolving Agent (by telephone
or in writing) that the Priority Revolving Agent has received a copy of such L/C Application from the Borrower and, if not, such
Issuing Bank will provide the Priority Revolving Agent with a copy thereof. Upon receipt by the relevant Issuing Bank of confirmation
from the Priority Revolving Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then,
subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account
of the Borrower (or, if applicable, for the benefit of Holdings or a Subsidiary of the Borrower) or enter into the applicable amendment,
as the case may be. Immediately upon the issuance of each Letter of Credit (and with respect to the Existing Letters of Credit,
on the Closing Date), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the relevant Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s
Applicable Percentage of the amount of such Letter of Credit.


 


(c)
If the Borrower so requests in any applicable L/C Application, the relevant Issuing Bank shall agree to issue a Letter of Credit
that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that
any such Auto-Extension Letter of Credit may permit the relevant Issuing Bank to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed
upon by the relevant Issuing Bank and the Borrower at the time such Letter of Credit is issued. Unless otherwise agreed in such
Letter of Credit, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension.
Once an Auto-Extension Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not
require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than
the applicable L/C Expiration Date, unless the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit
will be Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank prior
to the applicable L/C Expiration Date; provided that the relevant Issuing Bank shall not be required to allow such extension
if (i) the relevant Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in
its extended form under the terms hereof (by reason of the provisions of Section 2.03(1)(b) or otherwise) or (ii) it has
received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension
Notice Date from the Priority Revolving Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions
specified in Section 4.02 will not be satisfied on the applicable date of the Credit Extension.




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(d)
Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant Issuing Bank will also deliver
to the Borrower and the Priority Revolving Agent a true and complete copy of such Letter of Credit or amendment.


 


(3)           Drawings
and Reimbursements; Funding of Participations.


 


(a)
Upon receipt from the beneficiary of any Letter of Credit of a compliant drawing under such Letter of Credit, the relevant Issuing
Bank shall promptly notify the Borrower and the Priority Revolving Agent thereof (including the date on which such payment is
to be made). Not later than noon New York time on the first Business Day immediately following any payment by an Issuing Bank
under a Letter of Credit with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall
reimburse, or cause to be reimbursed, such Issuing Bank, in each case, through the Priority Revolving Agent in an amount equal
to the amount of such drawing; provided that, if such reimbursement is not made on the date of payment by the Issuing Bank,
the Borrower shall pay interest to the relevant Issuing Bank on such amount at the rate applicable to Base Rate Loans (without
duplication of interest payable on L/C Borrowings). The relevant Issuing Bank shall notify the Borrower of the amount of the drawing
promptly following the determination thereof. If the Borrower fails to so reimburse, or cause to be reimbursed, such Issuing Bank
by such time, the Priority Revolving Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable
Percentage thereof. In such event, in the case of an Unreimbursed Amount under a Letter of Credit, the Borrower shall be deemed
to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans
but subject to the requirements for the amount of the unutilized portion of the Revolving Commitments under the applicable Revolving
Facility of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed
Loan Notice). Any notice given by an Issuing Bank or the Priority Revolving Agent pursuant to this Section 2.03(3)(a) may
be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.


 


(b)
Each Appropriate Lender (including any Lender acting as an Issuing Bank) shall upon any notice pursuant to Section 2.03(3)(a)
make funds available to the Priority Revolving Agent for the account of the relevant Issuing Bank in Dollars at the Priority
Revolving Agent’s Office for payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later
than 1:00 p.m. on the Business Day specified in such notice by the Priority Revolving Agent, whereupon, subject to the provisions
of Section 2.03(3)(c), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Loan
that is a Base Rate Loan to the Borrower in such amount and, for the avoidance of doubt, the making of such Base Rate Loans in
an aggregate amount equal to such Unreimbursed Amount shall satisfy the Borrower’s reimbursement obligations with respect
thereof. The Priority Revolving Agent shall remit the funds so received to the relevant Issuing Bank.


 


(c)
With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from
the relevant Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate
Lender’s payment to the Priority Revolving Agent for the account of the relevant Issuing Bank pursuant to Section 2.03(3)(b)
shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such
Lender in satisfaction of its participation obligation under this Section 2.03.




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(d)
Until each Appropriate Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(3) to reimburse the
relevant Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage
of such amount shall be solely for the account of the relevant Issuing Bank.


 


(e)
Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse an Issuing Bank for amounts
drawn under Letters of Credit, as contemplated by this Section 2.03(3), shall be
absolute and unconditional and shall not be affected by any circumstance, including:


 


(i)       any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant Issuing Bank, the Borrower
or any other Person for any reason whatsoever;


 


(ii)      the
occurrence or continuance of a Default; or


 


(iii)     any
other occurrence, event or condition, whether or not similar to any of the foregoing;


 


provided
that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(3) is subject to the
conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of
an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant Issuing Bank for the
amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.


 


(f)
If any Revolving Lender fails to make available to the Priority Revolving Agent for the account of the relevant Issuing Bank any
amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(3) by the time specified in
Section 2.03(3)(b), such Issuing Bank shall be entitled to recover from such Lender (acting through the Priority Revolving
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to such Issuing Bank at a rate per annum equal to the Overnight Rate from time to time in
effect. A certificate of the relevant Issuing Bank submitted to any Revolving Lender (through the Priority Revolving Agent) with
respect to any amounts owing under this Section 2.03(3)(f) shall be conclusive absent manifest error.


 


(g)
The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation
obligations in connection therewith, shall be governed by the terms of this Agreement.


 


(4)           Repayment
of Participations.


 


(a)
If, at any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender
such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(3), the Priority Revolving Agent
receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Priority Revolving Agent),
the Priority Revolving Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount
received by the Priority Revolving Agent.


 




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(b)
If any payment received by the Priority Revolving Agent for the account of an Issuing Bank pursuant to Section 2.03(3)(a)
or Section 2.03(3)(b) is required to be returned under any of the circumstances described in Section 10.06 (including
pursuant to any settlement entered into by such Issuing Bank in its discretion), each Appropriate Lender shall pay to the Priority
Revolving Agent for the account of such Issuing Bank its Applicable Percentage thereof on demand of the Priority Revolving Agent,
plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum
equal to the Overnight Rate from time to time in effect. The Obligations of the Revolving Lenders under this Section 2.03(4)(b)
shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(5)           Obligations
Absolute. The obligation of the Borrower to reimburse the relevant Issuing Bank for each drawing under each Letter of Credit
issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including the following:


 


(a)
any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating
thereto;


 


(b)
the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting),
the relevant Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(c)
any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;


 


(d)
any payment by the relevant Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the relevant Issuing Bank under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law;


 


(e)
any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from
the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or


 


(f)
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge of, any Loan Party;




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provided that the
foregoing shall not excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower
that are caused by acts or omissions by such Issuing Bank constituting gross negligence, bad faith or willful misconduct on the
part of such Issuing Bank as determined in a final and non-appealable judgment by a court of competent jurisdiction.


 


(6)           Role
of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note,
writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed,
sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or
made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and
its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s
option, counsel of the Priority Revolving Agent or the Borrower). Each Lender and the Borrower agree that, in paying any drawing
under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing
Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for


 


(a)
any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or
the Required Facility Lenders in respect of the Revolving Commitments, as applicable;


 


(b)
any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable
judgment by a court of competent jurisdiction; or


 


(c)
the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C
Application.


 


The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights
and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks,
any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing
Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5);
provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing
Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct,
bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any
Letter of Credit after the presentation to it by the beneficiary of document(s) strictly complying with the terms and conditions
of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction.
In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing
Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer
or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason.




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Each Revolving Lender
shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective
directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful
misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of documents(s) strictly complying with the terms and
conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction)
that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken
by such indemnitees hereunder.


 


(7)           Cash
Collateral. Subject to Section 2.17(1)(d), if,


 


(a) as
of any L/C Expiration Date, any applicable Letter of Credit may for any reason remain outstanding and partially or wholly undrawn,


 


(b)
any Event of Default occurs and is continuing and the Priority Revolving Agent, upon the direction of the Required Facility Lenders
in respect of the Revolving Facility, requires the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02,
or


 


(c)
an Event of Default set forth under Section 8.01(6) occurs and is continuing, the Borrower will Cash Collateralize, or cause to
be Cash Collateralized, the then Outstanding Amount of all relevant L/C Obligations (in an amount equal to such Outstanding Amount
determined as of the date of such Event of Default or the applicable L/C Expiration Date, as the case may be), and shall do so
not later than 2:00 p.m. on (i) in the case of the immediately preceding clauses (a) or (b), (x) the Business Day
that the Borrower receives notice thereof, if such notice is received on such day prior to noon or (y) if clause (x) above
does not apply, the Business Day immediately following the day that the Borrower receives such notice and (ii) in the case of
the immediately preceding clause (c), the Business Day on which an Event of Default set forth under Section 8.01(6) occurs
or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a
Defaulting Lender, immediately upon the request of the Priority Revolving Agent or the applicable Issuing Bank, the Borrower will
Cash Collateralize all Fronting Exposure (after giving effect to Section 2.17(1)(d) and any Cash Collateral provided by
the Defaulting Lender). The Borrower hereby grants to the Priority Revolving Agent, for the benefit of the Issuing Banks and the
Revolving Lenders, a security interest in all such Cash Collateral. Cash Collateral shall be maintained in blocked accounts at
the Priority Revolving Agent and may be invested in readily available Cash Equivalents selected by the Priority Revolving Agent
in its sole discretion. If at any time the Priority Revolving Agent determines that any funds held as Cash Collateral are expressly
subject to any right or claim of any Person other than the Loan Parties or the Priority Revolving Agent (in its capacity as the
depository bank and on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding
Amount of all relevant L/C Obligations, the Borrower will, forthwith upon demand by the Priority Revolving Agent, pay, or cause
to be paid, to the Priority Revolving Agent, as additional funds to be deposited and held in the deposit accounts at the Priority
Revolving Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount
of funds, if any, then held as Cash Collateral that the Priority Revolving Agent reasonably determines to be free and clear of
any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds
shall be applied, to the extent permitted under applicable Law, to reimburse the relevant Issuing Bank. To the extent the amount
of any Cash Collateral exceeds the then Outstanding Amount of such relevant L/C Obligations and so long as no Event of Default
has occurred and is continuing, the excess shall promptly be refunded to the Borrower. To the extent any Event of Default giving
rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(7) is cured or otherwise
waived, then so long as no other Event of Default has occurred and is continuing, the amount of any Cash Collateral pledged to
Cash Collateralize such Letter of Credit shall promptly be refunded to the Borrower.




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(8)           Letter
of Credit Fees. The Borrower shall pay to the Priority Revolving Agent, for the account of each Revolving Lender for the applicable
Revolving Facility in accordance with its Applicable Percentage, a Letter of Credit fee for each Letter of Credit issued pursuant
to this Agreement equal to the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column
of the chart in the definition of “Applicable Rate” times the daily maximum amount then available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount
decreases or increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any
Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which
such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Section 2.03
shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments
in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(1)(d), with the balance
of such fee, if any, payable to the applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on
a quarterly basis in arrears on the basis of a 360-day year and actual days elapsed. Such Letter of Credit fees shall be due and
payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable
Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable
Rate” during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(9)           Fronting
Fee and Documentary and Processing Charges Payable to Issuing Banks. The Borrower shall pay directly to each Issuing Bank
for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank equal to 0.125% per annum
(or such other lower amount as may be mutually agreed by the Borrower and the applicable Issuing Bank) of the maximum amount then
available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit
if such maximum amount increases or decreases periodically pursuant to the terms of such Letter of Credit) or such lesser fee
as may be agreed with such Issuing Bank. Such fronting fees shall be computed on a quarterly basis in arrears on the basis of
a 360- day year and actual days elapsed. Such fronting fees shall be due and payable on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration
Date and thereafter on demand. In addition, the Borrower shall pay, or cause to be paid, directly to each Issuing Bank for its
own account with respect to each Letter of Credit issued by such Issuing Bank the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand
and are nonrefundable.




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(10)         Conflict
with L/C Application. Notwithstanding anything else to the contrary in this Agreement or any L/C Application, in the event
of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.


 


(11)         Addition
of an Issuing Bank. There may be one or more Issuing Banks under this Agreement from time to time. After the Closing Date,
a Revolving Lender reasonably acceptable to the Borrower and the Priority Revolving Agent may become an additional Issuing Bank
hereunder pursuant to a written agreement among the Borrower, the Priority Revolving Agent and such Revolving Lender. The Priority
Revolving Agent shall notify the Revolving Lenders of any such additional Issuing Bank.


 


(12)         Provisions
Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs
prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit,
if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are
then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including
for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments
in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders
pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate
principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount
of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a)
and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter
of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date,
cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled”
or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be
backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize
any such Letter of Credit in accordance with Section 2.03(7).


 


(13)         Letter
of Credit Reports. For so long as any Letter of Credit issued by an Issuing Bank that is not the Priority Revolving Agent is
outstanding, such Issuing Bank shall deliver to the Priority Revolving Agent on the last Business Day of each calendar month, and
on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report substantially in the form
of Exhibit R-1, appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing
Bank.


 


(14)         Letters
of Credit Issued for Holdings and Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is
in support of any obligations of, or is for the account of, Holdings or a Subsidiary of the Borrower, the Borrower shall be obligated
to reimburse, or cause to be reimbursed, the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit.
The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Holdings or any Subsidiary inures to
the benefit of the Borrower, and that the Borrower’s businesses derives substantial benefits from the businesses of Holdings
and each Subsidiary.


 


(15)         Applicability
of ISP. Unless otherwise expressly agreed by the relevant Issuing Bank and the Borrower when a Letter of Credit is issued,
the rules of the ISP shall apply to each standby Letter of Credit.




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SECTION 2.04 Swing Line Loans.


 


(1)          The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make revolving credit loans
in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during
the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided that,
after giving effect to any Swing Line Loan, the aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained
or maintained as a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 


(2)          Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender,
which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender not later than 2:30
p.m., New York time, on the requested Borrowing date and shall specify (a) the amount to be borrowed, which shall be a minimum
of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice
(in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York
time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as
a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more
of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line
Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained
in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line
Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably
satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section
2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans,
including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing
Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing
Line Loans.


 


(3)          Repayment
or Refinancing of Swing Line Loans.


 


(a) The Swing Line Lender at any time
in its sole and absolute discretion may request, by written notice to the Borrower, the Priority Revolving Agent and the Revolving
Lenders, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that
each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing
Line Loans of the Borrower then outstanding. Such request shall be made in writing (which written request shall be deemed to be
a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to
the minimum and multiples specified therein for the principal amount of Base Rate Loans, but not in excess of the unutilized portion
of the aggregate Revolving Commitments and subject to the conditions set forth in Section 4.02. The Swing Line Lender shall
furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Priority
Revolving Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such
Committed Loan Notice available to the Priority Revolving Agent in Same Day Funds for the account of the Swing Line Lender at
the Priority Revolving Agent’s Office not later than 1:00 p.m., New York time, on the date specified in such Committed Loan
Notice, whereupon, subject to Section 2.04(3)(b), each Revolving Lender that so makes funds available shall be deemed
to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Priority Revolving Agent shall remit
the funds so received to the Swing Line Lender.




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(b) If for any reason any Swing Line Loan
cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(3)(a) (including as a result of a proceeding
under any Debtor Relief Law), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein
shall be deemed to be a request by such Swing Line Lender that each of the Revolving Lenders fund its risk participation in the
relevant Swing Line Loan and each Revolving Lender’s payment to the Priority Revolving Agent for the account of the Swing
Line Lender pursuant to Section 2.04(3)(a) shall be deemed payment in respect of such participation.


 


(c) If any Revolving Lender fails to make
available to the Priority Revolving Agent for the account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(3) by the time specified in Section 2.04(3)(a), the Swing
Line Lender shall be entitled to recover from such Lender (acting through the Priority Revolving Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swing Line Lender at a rate per annum equal to the Overnight Rate from time to time in effect. If such Revolving Lender
pays such amount, the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or
funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to
any Lender (through the Priority Revolving Agent) with respect to any amounts owing under this clause (c) shall be conclusive
absent manifest error.


 


(d) Each Revolving Lender’s obligation
to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(3)
shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant
to this Section 2.04(3) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions
set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the
Borrower to repay the applicable Swing Line Loans, together with interest as provided herein.


 


(e) Swing Line Reports. For so
long as there is any Swing Line Lender other than the Priority Revolving Agent, such Swing Line Lender shall deliver to the Priority
Revolving Agent on the last Business Day of each calendar month, and on each date that the funding or repayment of a Swing Line
Loan by such Swing Line Lender occurs with respect to any such Swing Line Loan, a report in the form of Exhibit R-2, appropriately
completed with the information for every Swing Line Loan made by such Swing Line Lender.




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(f) At any time that there shall exist
a Defaulting Lender, immediately upon the request of the relevant Swing Line Lender, the Borrower will prepay Swing Line Loans
in amount equal to the relevant Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)).


 


(4)          Repayment
of Participations.


 


(a) At any time after any Revolving
Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any
payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Applicable Percentage
of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such
Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.


 


(b) If any payment received by the relevant
Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender
under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing
Line Lender in its discretion), each Revolving Lender shall pay to such Swing Line Lender its Applicable Percentage thereof on
demand of the Priority Revolving Agent, plus interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the Overnight Rate. The Priority Revolving Agent will make such demand upon the request of a Swing
Line Lender. The obligations of the Revolving Lenders under this clause (4)(b) shall survive the payment in full of the
Obligations and the termination of this Agreement.


 


(5)          Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage
shall be solely for the account of the Swing Line Lender.


 


(6)          Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender with notice to the Priority Revolving Agent; provided that no such notice shall
be required in the event that the Swing Line Lender is also the Priority Revolving Agent.


 


(7)          Provisions
Related to Extended Revolving Commitments. If the Maturity Date shall have occurred in respect of any Class of Revolving Commitments
(the “Expiring Credit Commitment”) at a time when another Class or Classes of Revolving Commitments is or are
in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-
Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the applicable
Swing Line Lender, on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or Classes
of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation
would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately
prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit
participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess
shall be repaid and (b) notwithstanding the foregoing, if a Default has occurred and is continuing, the Borrower shall still be
obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date
of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.




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(8)          Addition
of a Swing Line Lender. A Revolving Lender reasonably acceptable to the Borrower and the Priority Revolving Agent may become
an additional Swing Line Lender hereunder pursuant to a written agreement among the Borrower, the Priority Revolving Agent and
such Revolving Lender (which agreement shall include the Swing Line Sublimit for such additional Swing Line Lender). The Priority
Revolving Agent shall notify the Revolving Lenders of any such additional Swing Line Lender.


 


SECTION 2.05 Prepayments.


 


(1)       Optional.


 


(a) The Borrower may, upon notice to the
Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) by the Borrower, at any
time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Loans in
whole or in part without premium (except as set forth in Section 2.18) or penalty; provided that


 


(i)     such
notice must be received by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) not later than (I) 1:00 p.m., New York time, three (3) Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (II) noon, New York time, on the date of prepayment of Base Rate Loans;


 


(ii)    any
prepayment of Eurodollar Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof
or, if less, the entire principal amount thereof then outstanding; and


 


(iii)   any
prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or,
if less, the entire principal amount thereof then outstanding.


 


Each such notice shall specify the date and
amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent) will promptly notify each Appropriate Lender of its receipt of each
such notice, and of the amount of such Lender’s Pro Rata Share 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional
amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(1),
the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to
be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.


 


(b) The Borrower may, upon notice to the
Swing Line Lender (with a copy to the Priority Revolving Agent) at any time or from time to time, voluntarily prepay Swing Line
Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line
Lender and the Priority Revolving Agent not later than 2:00 p.m., New York time, on the date of the prepayment and (2) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple amount of $10,000 in excess thereof or, if less,
the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount 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.




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(c) Notwithstanding anything to the contrary
contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment
under Section 2.05(1)(a) or Section 2.05(1)(b) by written notice to the Administrative Agent (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent) (with a copy to the Swing Line Lender in the case of a prepayment of
Swing Line Loans) not later than noon, New York time, on such prepayment date if such prepayment would have resulted from a refinancing
of all or a portion of the applicable Facility or other transaction or conditional event, which refinancing or other transaction
or conditional event shall not be consummated or shall otherwise be delayed.


 


(d) Voluntary prepayments of any Class
of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined
at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity).
Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as
directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant
to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing
Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term
Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower
does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of
Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of
principal in direct order of maturity on a pro rata basis among Term Loan Classes.


 


(e) Notwithstanding anything in any Loan
Document to the contrary, so long as (i) no Event of Default under Section 8.01(1) or Section 8.01(6) with respect
to the Borrower has occurred and is continuing and (ii) no proceeds of Revolving Loans are used for this purpose, any Borrower
Party may (I) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (II) prepay the outstanding
Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such
purchase or prepayment), which in the case of clause (II) above only shall be prepaid without premium or penalty on the
following basis:


 


(A)          Any
Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of
Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted
Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance
with this Section 2.05(1)(e) and without premium or penalty.


 


(B)          (1)
Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five
(5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment
Notice; provided that (a) any such offer shall be made available, at the sole discretion of the applicable Borrower Party,
to (i) each Term Lender or (ii) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (b) any
such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”)
with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount
to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified
Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such
event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (c) the
Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1.0 million and whole increments of $500,000
in excess thereof and (d) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The
Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form
of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its
delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such
Lenders (the “Specified Discount Prepayment Response Date”).




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(2)          Each
Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response
Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount
and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of
such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by
a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not
received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the
applicable Borrower Offer of Specified Discount Prepayment.


 


(3)          If
there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding
Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective
outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant
to subsection (2) above; provided that if the aggregate principal amount of Term Loans accepted for prepayment by
all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro
rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid
by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject
to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified
Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the
Specified Discount Prepayment Response Date, notify (1) the relevant Borrower Party of the respective Term Lenders’ responses
to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment
and the Classes to be prepaid, (2) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount
and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (3) each Discount Prepayment Accepting
Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of
such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated
in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes
absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by
such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection
(J) below).




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(C)          (1)
Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5)
Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment
Notice; provided that (a) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (i)
each Term Lender or (ii) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (b) any such notice
shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”),
the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid
by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be offered
with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant
to the terms of this Section 2.05(1)(e)(C)), (c) the Discount Range Prepayment Amount shall be in an aggregate amount not less
than $1.0 million and whole increments of $500,000 in excess thereof and (d) unless rescinded, each such solicitation by the applicable
Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date (as defined below). The Auction Agent
will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range
Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m.,
New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range
Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify
a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow
prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal
amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to
have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent
by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of
any of its Term Loans at any discount to their par value within the Discount Range.


 


(2)          The
Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment
Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction
Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount
in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response
Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the
order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount
to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted
Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”)
which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (a) the Discount Range Prepayment
Amount and (b) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept
prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented
to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection
(3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”). 




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(3)          If
there is at least one Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each
Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment
Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount
to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of
the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par equal to the Applicable
Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating
Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation
with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will
calculate such proration (the “Discount Range Proration”). All Discount Range Prepayment Offers including a
Submitted Discount at a discount to par greater than the Applicable Discount shall be repaid, and will not be subject to pro-ration.
The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response
Date, notify (a) the relevant Borrower Party of the respective Term Lenders’ responses to such solicitation, the Discounted
Prepayment Effective Date, the Applicable Discount, the aggregate principal amount of the Discounted Term Loan Prepayment and
the Classes to be prepaid, (b) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount and the aggregate
principal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (c) each Participating Lender
of the aggregate principal amount and Classes of such Term Lender to be prepaid at the Applicable Discount on such date and (d)
if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of
the amounts stated in the foregoing notices to the relevant Borrower Party and Term Lenders shall be conclusive and binding for
all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due
and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below
(subject to subsection (J) below).




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(D)          (1)
Any Borrower Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five
(5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice (or such later notice specified therein);
provided that (a) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (i) each Term
Lender or (ii) each Lender with respect to any Class of Term Loans on an individual Class basis, (b) any such notice shall specify
the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class
or Classes of Term Loans the applicable Borrower Party is willing to prepay at a discount (it being understood that different
Solicited Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each
such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(D)), (c) the Solicited
Discounted Prepayment Amount shall be in an aggregate amount not less than $1.0 million and whole increments of $500,000 in excess
thereof and (d) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the
Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of
such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding
Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date
of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each
Term Lender’s Solicited Discounted Prepayment Offer shall (i) be irrevocable, (ii) remain outstanding until the Acceptance
Date and (iii) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing
to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and Classes of such Term Loans
(the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender
whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response
Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.


 


(2)          The
Auction Agent shall promptly provide the relevant Borrower Party with a copy of all Solicited Discounted Prepayment Offers received
on or before the Solicited Discounted Prepayment Response Date. Such Borrower Party shall review all such Solicited Discounted
Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited
Discounted Prepayment Offers that is acceptable to the applicable Borrower Party (the “Acceptable Discount”),
if any. If the applicable Borrower Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable
after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt
by such Borrower Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence
of this subsection (2) (the “Acceptance Date”), the applicable Borrower Party shall submit an Acceptance
and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an
Acceptance and Prepayment Notice from the applicable Borrower Party by the Acceptance Date, such Borrower Party shall be deemed
to have rejected all Solicited Discounted Prepayment Offers.




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(3)          Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted
Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (with the consent of such Borrower Party and subject
to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the Classes
of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the relevant Borrower Party at the Acceptable
Discount in accordance with this Section 2.05(1)(e)(D). If the applicable Borrower Party elects to accept any Acceptable
Discount, then such Borrower Party agrees to accept all Solicited Discounted Prepayment Offers received by the Auction Agent by
the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up
to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an
Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment
of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the
Acceptable Discount (each such Lender, a “Qualifying Lender”). The applicable Borrower Party will prepay outstanding
Term Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the Classes
specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate
Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the
Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose
Offered Discount is equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro
rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and
the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in
its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). All Offered
Amounts including an Offered Discount at a discount to par greater than the Acceptable Discount shall be prepaid, and will not
be subject to proration. On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify
(a) the relevant Borrower Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted
Term Loan Prepayment and the Classes to be prepaid, (b) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable
Discount, and the Acceptable Prepayment Amount of all Term Loans and the Classes to be prepaid to be prepaid at the Applicable
Discount on such date, (c) each Qualifying Lender of the aggregate principal amount and the Classes of such Term Lender to be
prepaid at the Acceptable Discount on such date and (d) if applicable, each Identified Qualifying Lender of the Solicited Discount
Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower Party and Term
Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to
such Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance
with subsection (F) below (subject to subsection (J) below).




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(E)          In
connection with any Discounted Term Loan Prepayment, the Borrower Parties and the Term Lenders acknowledge and agree that the Auction
Agent may require, as a condition to the applicable Discounted Term Loan Prepayment, the payment of customary fees and expenses
from a Borrower Party to such Auction Agent for its own account in connection therewith. In addition, and for the avoidance of
doubt, the Borrower shall not be required to represent or warrant that it is not in possession of material non-public information
with respect to Holdings, the Borrower and/or its subsidiaries.


 


(F)          If
any Term Loan is prepaid in accordance with subsections (B) through (D) above, a Borrower Party shall prepay such
Term Loans on the Discounted Prepayment Effective Date. The relevant Borrower Party shall make such prepayment to the Administrative
Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable,
at the Administrative Agent’s Office in immediately available funds not later than 12:00 p.m., New York time, on the Discounted
Prepayment Effective Date and all such prepayments shall be applied to the relevant Class(es) of Term Loans and Lenders as specified
by the applicable Borrower Party in the applicable offer. The Term Loans so prepaid shall be accompanied by all accrued and unpaid
interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment
of the outstanding Term Loans pursuant to this Section 2.05(1)(e) shall be paid to the Discount Prepayment Accepting Lenders,
Participating Lenders or Qualifying Lenders, as applicable, and shall be applied to the relevant Term Loans of such Lenders in
accordance with their respective applicable share as calculated by the Auction Agent in accordance with this Section 2.05(1)(e)
and, if the Administrative Agent is not the Auction Agent, the Administrative Agent shall be fully protected in relying on
such calculations of the Auction Agent. The aggregate principal amount of the Classes and installments of the relevant Term Loans
outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the Classes of Term Loans prepaid
on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.


 


(G)          To
the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures
consistent with the provisions in this Section 2.05(1)(e), established by the Auction Agent acting in its reasonable discretion
and as reasonably agreed by the applicable Borrower Party.


 


(H)          Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.05(1)(e), each notice or other communication
required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon
Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided
that any notice or communication actually received outside of normal business hours shall be deemed to have been given as
of the opening of business on the next succeeding Business Day. 




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(I)          Each
of the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties
under this Section 2.05(1)(e) by itself or through any Affiliate of the Auction Agent and expressly consents to any such
delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The
exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities
in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(1)(e) as well as activities of
the Auction Agent.


 


(J)          Each
Borrower Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to
make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment
Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified
Discount Prepayment Response Date, Discount Range Prepayment Response Date or Solicited Discounted Prepayment Response Date (and
if such offer is revoked pursuant to the preceding clauses, any failure by such Borrower Party to make any prepayment to a Lender,
as applicable, pursuant to this Section 2.05(1)(e) shall not constitute a Default or Event of Default under Section
8.01 or otherwise).


 


(K)          Notwithstanding
the foregoing, the Borrower and the Administrative Agent may agree to modifications of the procedures above from time to time,
without the need for notice to or consent of any Person; provided that such revised procedures shall be incorporated as part of
the notice provided in any offer undertaken pursuant to this Section 2.05(1)(e). Further, notwithstanding anything to the
contrary, the provisions of this Section 2.05(1)(e) shall permit any transaction permitted by such Section to be conducted
on a Class by Class basis and on a non-pro rata basis across Classes, in each case, as selected by the Borrower.


 


(f)          Notwithstanding
anything to the contrary in this Section 2.05(1), following delivery of a Priority Revolving Facility Trigger Event Notice
and for so long as such Priority Revolving Facility Trigger Event Notice has not been withdrawn by the Priority Revolving Agent,
until the aggregate Revolving Exposure under the Priority Revolving Facility has been reduced to zero (other than with respect
to the Outstanding Amount of any L/C Obligations then outstanding that has been Cash Collateralized on terms reasonably acceptable
to the applicable Issuing Bank or backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank), no
voluntary prepayments shall be made with respect to any Loans under any Non-Priority Facility without the consent of the Required
Facility Lenders under the Priority Revolving Facility.




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(2)          Mandatory.


 


(a) Within five (5) Business Days after
financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered
pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31,
2020, the Borrower shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid,
an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may
be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered
by such financial statements minus the sum of:


 


(i)     without
duplication of the amounts deducted pursuant to clause (2)(c) of the definition of “Excess Cash Flow,” all voluntary
prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under
the applicable Indebtedness in an amount equal to the cash amount actually paid in respect of the principal amount of such purchased
Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement
provisions (including pursuant to Section 3.07) of:


 


(I)     Term
Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing Date Term Loans and
the 2020 Incremental Term Loans,


 


(II)     Credit Agreement
Refinancing Indebtedness, Permitted Incremental Equivalent Debt and any other Indebtedness in the form of notes or term loans,
in each case to the extent secured by the Collateral, in whole or in part, on a pari passu basis with the First Lien Obligations
under this Agreement (but without regard to the control of remedies),


 


(III)     Revolving Loans
(in each case of this clause (III), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments
or other revolving commitments),


 


(IV)     revolving loans
under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured,
in whole or in part, by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but
without regard to the control of remedies) (in each case of this clause (IV) (and with respect to any revolving facility
under clause (II) above), to the extent accompanied by a permanent reduction in the corresponding revolving commitments),


 


(ii)          without
duplication of the amounts deducted pursuant to clause (2)(g) of the definition of Excess Cash Flow, the amount of Restricted
Payments paid in cash during such period (other than Restricted Payments made pursuant to Section 7.05(2)(o)),


 


(iii)         without
duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow” in prior fiscal
years, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries (on a consolidated basis) in connection
with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and
investments made pursuant to Section 7.05),


 


(iv)         without
duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow” in prior fiscal
years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property accrued or
made in cash during such period, and


 


(v)          without
duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow,” the aggregate
Contract Consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries and any Planned Expenditures
by the Borrower or any of its Restricted Subsidiaries relating to investments (including Permitted Acquisitions, investments constituting
Permitted Investments and investments made pursuant to Section 7.05) or similar transactions, Capital Expenditures, Restricted
Payments, acquisitions of intellectual property, any scheduled payment, repurchase or redemption of Indebtedness that was permitted
by the terms of this Agreement to be incurred and paid, repurchased or redeemed or permitted tax distributions (including permitted
tax distributions permitted pursuant to Section 7.05(2)(n)(ii)), in each case, to be consummated or made, as applicable,
during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except to the extent financed
with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate
amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)
of the Borrower or any Restricted Subsidiary) of such aforementioned items during such following period of four consecutive fiscal
quarters is less than the applicable Contract Consideration and Planned Expenditures(excluding in each case any amount financed
with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (v), the amount
of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive
fiscal quarters.




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in the case of each of the immediately preceding clauses
(i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any payments or prepayments,
repurchases or redemptions in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this
Section 2.05(2)(a) for any prior fiscal year) or, at the option of the Borrower, after the fiscal year-end but prior to
the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in
each case to the extent such amounts and/or payments are not funded with the proceeds of long-term Indebtedness (other than any
Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term
Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by
which the ECF Payment Amount for such fiscal year exceeds $2.5 million, (x) the ECF Percentage shall be 25% if the First Lien
Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 4.25 to 1.00
and greater than 3.75 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%)
and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial
statements was less than or equal to 3.75 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment
at a rate of 25%); provided further that:


 


(A)          if
at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other
Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then
the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans
pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term
Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that
would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the
portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable
ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any,
of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of
this Section 2.05(2)(a)); and




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(B)          to
the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with
such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the
date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section
2.05(2)(a).


 


(b) (i) If (I) the Borrower or any Restricted
Subsidiary makes an Asset Sale or (II) any Casualty Event occurs, which results in the realization or receipt by the Borrower
or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or cause to be prepaid, on or prior to the date which
is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net
Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(f) and (g) of this
Section 2.05, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds realized or received; provided
that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net
Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent
to reinvest (or entered into a binding commitment or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii);
provided further that


 


(A)          if
at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any
Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness,
then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant
to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term
Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that
would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided
that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other
Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining
amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with
the terms of this Section 2.05(2)(b)(i)); and


 


(B)          to
the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion
of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such
rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i).


 


(ii)     With
respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted
Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (I)
eighteen (18) months following receipt of such Net Proceeds or (II) if the Borrower or any Restricted Subsidiary enters into a
legally binding commitment or a legally binding letter of intent to reinvest such Net Proceeds within eighteen (18) months following
receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days
of the date of such legally binding commitment or legally binding letter of intent; provided that the Borrower may elect
to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have
been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed
expenditures shall have been made no earlier than the earliest of notice to the Administrative Agent, execution of a definitive
agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); provided further that if any Net
Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to
clauses (f) and (g) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within
five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot
be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.




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(c)     If the
Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant
to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred
or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing
Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness
or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or
Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date
which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.


 


(d) (i) Except as otherwise set forth in
any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections
2.05(2)(a), (b) and (c)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower,
shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to
each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal
within such Class of Term Loans as directed by the Borrower (and absent such direction, in direct order of maturity); provided
that


 


(I)          such
prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing
Classes of Term Loans (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans
may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing
Term Loans), and


 


(II)          in
the event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be
directed to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same
date (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify
that one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing
on the same date), and




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(ii)          each
prepayment of Term Loans required by Section 2.05(2)(c)(ii) shall be allocated to any Class or Classes of Term Loans being
refinanced as directed by the Borrower and shall be applied pro rata to Term Lenders within each such Class, based upon the outstanding
principal amounts owing to each such Term Lender under each such Class of Term Loans.


 


(e) If for any reason the aggregate Outstanding
Amount of Revolving Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Commitments then in
effect, the Borrower shall promptly prepay Revolving Loans and Swing Line Loans or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(2)(e) unless after the prepayment in full of the Revolving Loans and Swing Line Loans (as
applicable) such aggregate Outstanding Amount of L/C Obligations exceeds the aggregate Revolving Commitments then in effect.


 


(f) The Borrower shall notify the Administrative
Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (c)
of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment (provided that, in
the case of clause (b) or (c) of this Section 2.05(2), the Borrower may rescind (or delay the date of prepayment
identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility
or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed).
Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount
of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents
of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender
may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”)
of Term Loans required to be made pursuant to clauses (a) and (b) of this Section 2.05(2) by providing written
notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New
York time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding
such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term
Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the
time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any
such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds
shall be retained by the Borrower (or the applicable Restricted Subsidiary) and may be applied by the Borrower or such Restricted
Subsidiary in any manner not prohibited by this Agreement.


 


(g) Notwithstanding any other provisions
of this Section 2.05(2), (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary
giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds
of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or all or a portion of Excess
Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the
portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times
provided in this Section 2.05(2) (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take
all actions reasonably required by the applicable local law to permit such repatriation) and (ii) to the extent that the Borrower
has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty
Event or Excess Cash Flow would have a material adverse tax consequence for any Loan Party or any of such Loan Party’s Subsidiaries
or any Parent Company (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation)
with respect to such Net Proceeds or Excess Cash Flow, an amount equal to the Net Proceeds or Excess Cash Flow so affected will
not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) (each, a “Payment
Block”), provided that, the Borrower shall not be required to monitor any such Payment Block and/or to reserve
cash for any future repatriation after the Borrower has notified the Administrative Agent of the existence of such Payment Block.




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(h) All prepayments under this Section
2.05 (other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction
of Revolving Commitments) shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment
of a Eurodollar Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such
Eurodollar Rate Loan pursuant to Section 3.05.


 


Notwithstanding any of the other provisions
of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar
Rate Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu
of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of
the Interest Period therefor, the Borrower may, in its discretion, deposit an amount sufficient to make any such prepayment otherwise
required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account
until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action
by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance
with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent
shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such
amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such
deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement.


 


SECTION 2.06 Termination or Reduction
of Commitments.


 


(1)          Optional.
The Borrower may, upon written notice by the Borrower to the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused
Commitments of any Class, in each case without premium or penalty; provided that


 


(a) any such notice shall be received by
the Administrative Agent or the Priority Revolving Agent, as the case may be, three (3) Business Days prior to the date of termination
or reduction,


 


(b) any such partial reduction shall be
in an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof or, if less, the entire amount thereof,
and


 


(c) if, after giving effect to any reduction
of the Commitments, the L/C Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Facility, the L/C Sublimit shall
be automatically reduced by the amount of such excess.


 


Except as provided above, the amount of any
such Revolving Commitment reduction shall not be applied to the L/C Sublimit or Swing Line Sublimit unless otherwise specified
by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of any Commitments
if such termination would have resulted from a refinancing of all of the applicable Facility or other conditional event, which
refinancing or other conditional event shall not be consummated or shall otherwise be delayed.




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(2)          Mandatory.
The Closing Date Term Loan Commitment of each Term Lender on the Closing Date shall
bewas automatically and permanently reduced to $0 upon the making of
such Lender’s Closing Date Term Loans to the Borrower pursuant to Section 2.01(1)(a). The
2020 Incremental Term Loan Commitment of each 2020 Incremental Term Lender on the Amendment No. 1 Effective Date shall be
automatically and permanently reduced to $0 upon the making of such 2020 Incremental Term Lender’s 2020 Incremental
Term Loans to the Borrower pursuant to Section 2.01(1)(b). The Revolving Commitment of each Revolving Lender shall
automatically and permanently terminate on the Maturity Date for the applicable Revolving Facility.


 


(3)          Application
of Commitment Reductions; Payment of Fees. The Priority Revolving Agent will promptly notify the Appropriate Lenders of any
termination or reduction of unused portions of the L/C Sublimit or the Swing Line Sublimit or the unused Commitments of any Class
under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class
shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination
of the Commitment of any Lender as provided in Section 3.07). Any commitment fees accrued until the effective date of any
termination of the Revolving Commitments shall be paid on the effective date of such termination.


 


SECTION 2.07 Repayment of Loans.


 


(1)          Term
Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (a) (x)
with respect to the Closing Date Term Loans, on the last Business Day of each March, June, September and December,
commencing with December 31, 2019, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Closing
Date Term Loans outstanding on the Closing Date (in each case,and
(y) with respect to the 2020 Incremental Term Loans, on the last Business Day of each March, June, September and December, commencing
with June 30, 2020, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2020 Incremental Term
Loans outstanding on the Amendment No. 1 Effective Date (after giving effect to the 2020 Incremental Term Loans pursuant to Amendment
No. 1) (which payments, in the case of each of clauses (x) and (y), shall be
reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and
(b) on the Maturity Date for the Closing Date Term Loans and 2020 Incremental Term Loans,
the aggregate principal amount of all Closing Date Term Loans and 2020 Incremental Term Loans, respectively,
outstanding on such date. In connection with any Incremental Term Loans that constitute part of the same Class as the
Closing Dateany existing Class of Term Loans, the Borrower and the Administrative
Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing
Date Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar
amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, that
if such Incremental Term Loans are to be “fungible” with the Closing Dateany
existing Class of Term Loans, notwithstanding any other conditions specified in this
Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization
in such other percentage(s) to be agreed by Borrower and the Administrative Agent to provide that the Incremental Term Loans will
be (or will be deemed to be) “fungible” with the Closing Dateapplicable
existing Class of Term Loans.




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(2)          Revolving
Loans. The Borrower shall repay to the Priority Revolving Agent for the ratable account of the Appropriate Lenders on the Maturity
Date for the applicable Revolving Facility the aggregate principal amount of all Revolving Loans under such Facility outstanding
on such date.


 


(3)          Swing
Line Loans. The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the Maturity Date for the applicable
Revolving Facility.


 


SECTION 2.08 Interest.


 


(1)          Subject
to the provisions of Section 2.08(2), (a) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period, plus the Applicable
Rate, (b) each Base Rate Loan 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 and (c) each Swing Line Loan 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 with respect to Revolving Loans.


 


(2)          During
the continuance of a Default under Section 8.01(1), the Borrower shall pay interest on past due amounts hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws;
provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender
shall be a Defaulting Lender. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall
be due and payable upon demand.


 


(3)          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.


 


SECTION 2.09 Fees.


 


(1)          Commitment
Fee. The Borrower agrees to pay to the Priority Revolving Agent for the account of each Revolving Lender under each Revolving
Facility in accordance with its Applicable Percentage, a commitment fee equal to the applicable Commitment Fee Rate times the
actual daily amount by which the aggregate Revolving Commitments exceed the sum of (a) the Outstanding Amount of Revolving Loans
(for the avoidance of doubt, excluding any Swing Line Loans) and (b) the Outstanding Amount of L/C Obligations; provided
that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving Facility during
the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower
so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due
and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the
Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment
fee on each Revolving Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable)
(and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall
accrue from the Closing Date) until the Maturity Date for the applicable Revolving Commitment, 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 of March, June, September and December, commencing with December 31, 2019, and on the Maturity Date for such Revolving
Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during
any quarter, the actual daily amount shall be computed and multiplied by the Commitment Fee Rate separately for each period during
such quarter that such Commitment Fee Rate was in effect.




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(2)          Other
Fees. The Borrower shall pay to the Agents 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 (except
as expressly agreed between the Borrower and the applicable Agent).


 


SECTION 2.10 Computation
of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 days 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 360-day year and actual days elapsed. 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(1), bear interest for one day. Each determination
by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) of an interest rate
or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


SECTION 2.11 Evidence of Indebtedness.


 


(1)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced
by one or more entries in the Register maintained by the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent), acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower,
in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent (or in the case
of the Priority Revolving Facility, the Priority Revolving Agent) and each Lender shall be prima facie evidence 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 accounts and records of the Administrative Agent (or in the case of the Priority Revolving Facility, the
Priority Revolving Agent), as set forth in the Register, in respect of such matters, the accounts and records of the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall control in the absence of manifest
error. Upon the request of any Lender made through the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent), the Borrower shall execute and deliver to such Lender (through the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent)) a Note payable to such Lender, which shall evidence such
Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and record thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


(2)          In
addition to the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) shall maintain in accordance with its usual practice accounts
or records and, in the case of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent), entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and
Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent (or in
the case of the Priority Revolving Facility, the Priority Revolving Agent) and the accounts and records of any Lender in respect
of such matters, the accounts and records of the Administrative Agent (or in the case of the Priority Revolving Facility, the
Priority Revolving Agent) shall control in the absence of manifest error.




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(3)          Entries
made in good faith by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent)
in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in its account or accounts pursuant to Sections
2.11(1) and (2), shall be prima facie evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such
Lender, under this Agreement and the other Loan Documents, absent manifest error.


 


SECTION 2.12 Payments Generally.


 


(1)          All
payments to be made by the Borrower hereunder shall be made in Dollars 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent’s Office) for payment and in Same Day Funds not later than 2:00
p.m., New York time, on the date specified herein. The Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. Any payments
under this Agreement that are made later than 2:00 p.m., New York time, shall be deemed to have been made on the next succeeding
Business Day (but the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) may
extend such deadline for purposes of computing interest and fees (but not beyond the end of such day) in its sole discretion whether
or not such payments are in process).


 


(2)          Except
as otherwise expressly provided herein, 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.


 


(3)          Unless
the Borrower or any Lender has notified the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority
Revolving Agent), prior to the date, or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on
the date of such Borrowing, any payment is required to be made by it to the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) hereunder (in the case of the Borrower, for the account of any Lender or an Issuing
Bank hereunder or, in the case of the Lenders, for the account of any Issuing Bank, Swing Line Lender or the Borrower hereunder),
that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent) may assume that the Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent (or in
the case of the Priority Revolving Facility, the Priority Revolving Agent) in Same Day Funds, then:


 


(a) if the Borrower
failed to make such payment, each Lender or Issuing Bank shall forthwith on demand repay to the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) the portion of such assumed payment that was made available
to such Lender or Issuing Bank in Same Day Funds, together with interest thereon in respect of each day from and including the
date such amount was made available by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority
Revolving Agent) to such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent (or in the case
of the Priority Revolving Facility, the Priority Revolving Agent) in Same Day Funds at the Overnight Rate from time to time in
effect; and




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(b) if any Lender failed to make such payment,
such Lender shall forthwith on demand pay to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority
Revolving Agent) the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount
was made available by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent)
to the Borrower to the date such amount is recovered by the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) (the “Compensation Period”) at a rate per annum equal to the Overnight Rate from
time to time in effect. When such Lender makes payment to the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) (together with all accrued interest thereon), then such payment amount (excluding the amount of any
interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included
in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand (or
in the case of the Priority Revolving Facility, the Priority Revolving Agent’s demand) therefor, the Administrative Agent
(or in the case of the Priority Revolving Facility, the Priority Revolving Agent) may make a demand therefor upon the Borrower,
and the Borrower shall pay such amount, or cause such amount to be paid, to the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent), together with interest thereon for the Compensation Period at a rate per annum
equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) or the Borrower may have against any Lender as a result of any default by such
Lender hereunder. A notice of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) to any Lender or the Borrower with respect to any amount owing under this Section 2.12(3) shall be conclusive, absent
manifest error.


 


(c) If any Lender makes available to the
Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) funds for any Loan to be
made by such Lender as provided in this Article II, and such funds are not made available to the Borrower by the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) because the conditions to the applicable
Credit Extension set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall return such funds (in like funds
as received from such Lender) to such Lender, without interest.


 


(d) The obligations of the Lenders hereunder
to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any
Lender to make any Loan or fund any participation 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
purchase its participation.


 


(e) 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.




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(f) Whenever any payment received by the
Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) under this Agreement or
any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) and the Lenders under or in respect of this Agreement and
the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) and applied by the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent) and the Lenders in the order of priority set forth in Section 8.03 (or otherwise
expressly set forth herein). If the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances
for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) may, but shall not be obligated to, elect to distribute
such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount
of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment
or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.


 


SECTION 2.13 Sharing
of Payments. Other than as expressly provided elsewhere herein, if any Lender of any Class shall obtain payment in respect
of any principal of or interest on account of the Loans of such Class made by it or the participations in L/C Obligations and
Swing Line Loans held by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess
of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (1) notify the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) of such fact and (2) purchase from the
other Lenders such participations in the Loans of such Class made by them or such sub-participations in the participations in
L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to
share the excess payment in respect of any principal of or interest on such Loans of such Class or such participations, as the
case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered
from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered
into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall
repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable
share (according to the proportion of (a) the amount of such paying Lender’s required repayment to (b) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this Section
2.13 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting
Lender) or (ii) 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 permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from
another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by applicable Law, exercise all its rights
of payment (including the right of setoff, but subject to Section 10.10) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13
shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender
were the original owner of the Obligations purchased. For purposes of clause (3) of the definition of Excluded Taxes, any
participation acquired by a Lender pursuant to this Section 2.13 shall be treated as having been acquired on the earlier
date(s) on which the applicable interest(s) in the Commitment(s) or Loan(s) to which such participation relates were acquired
by such Lender.




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SECTION 2.14 Incremental Facilities.


 


(1)          Incremental
Loan Request. The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent
(or in the case of the Priority Revolving Facility, the Priority Revolving Agent) (an “Incremental Loan Request”),
request (a) one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”)
or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”)
and/or (b) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase”)
or the establishment of one or more new revolving credit commitments (each an “Incremental Revolving Facility”;
and, collectively with any Revolving Commitment Increases, the “Incremental Revolving Commitments” and any
Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”),
whereupon the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall promptly
deliver a copy to each of the Lenders. Each Incremental Loan Request from the Borrower pursuant to this Section 2.14 shall
set forth the requested amount and proposed terms of the relevant Incremental Term Commitments or Incremental Revolving Commitments.


 


(2)          Incremental
Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new
term loans or new revolving credit commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan
Increase) shall be designated a separate Class of Incremental Term Loans or Incremental Revolving Commitments, as applicable,
for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any
Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this
Section 2.14, (a) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental
Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (b) each Incremental Term Lender
of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental
Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments
of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving
Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (a) each Incremental
Revolving Lender of such Class shall make its Commitment available to the Borrower (when borrowed, an “Incremental Revolving
Loan” and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal
to its Incremental Revolving Commitment of such Class and (b) each Incremental Revolving Lender of such Class shall become a Lender
hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans of such Class
made pursuant thereto.


 


(3)          Incremental
Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender
as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental
Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental
Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental
Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental
Lenders”); provided that (i) the Administrative Agent (or in the case of the Priority Revolving Facility, the
Priority Revolving Agent) or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing
Bank, shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender’s making
such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent such consent, if any, would be required
under Section 10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii)
with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject
to the same restrictions set forth in Section 10.07(8) as they would otherwise be subject to with respect to any purchase
by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.




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(4)          Effectiveness
of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions
thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”)
of each of the following conditions):


 


(a) (i) no Event of Default shall exist
after giving effect to such Incremental Commitments (provided that, with respect to any Incremental Amendment the primary
purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this clause (4)(a)(i) shall
be that no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) shall
exist after giving effect to such Incremental Commitments) and (ii) the representations and warranties of the Borrower contained
in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental
Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date,
they shall be true and correct in all material respects as of such earlier date and any representation and warranty that is qualified
as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates); provided that in connection with a Limited
Condition Transaction, (x) the conditions in clause (i) and in clause (ii) above shall be tested (if applicable)
solely on the applicable LCT Test Date as selected by the Borrower pursuant to Section 1.07(11) and (y) the conditions
in clause (i) and in clause (ii) shall only be required to be satisfied to the extent requested by the Persons providing
more than 50% of the applicable Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental
Revolving Commitments, as the case may be;


 


(b) each Incremental Term Commitment shall
be in an aggregate principal amount that is not less than $5.0 million (or such lesser amount to which the Administrative Agent
may reasonably agree) (provided that such amount may be less than $5.0 million (or such lesser amount) if such amount represents
all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental
Revolving Commitment shall be in an aggregate principal amount that is not less than $5.0 million (or such lesser amount to which
the Administrative Agent (or in the case of the Priority Revolving Facility, Priority Revolving Agent) may reasonably agree) (provided
that such amount may be less than $5.0 million (or such lesser amount) if such amount represents all remaining availability
under the limit set forth in clause (c) of Section 2.14(4));




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(c) the aggregate principal amount of
Incremental Term Loans and Incremental Revolving Commitments shall not, together with the aggregate principal amount of Permitted
Incremental Equivalent Debt, exceed the sum of (the amount available under clauses (i) through (iii) below,
the “Available Incremental Amount”):


 


(i)     the
sum of (I) the greater of (the “Free and Clear Incremental Amount”) (A) $46.9 million and (B) 100.0% of Consolidated
EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis),
plus (II) [reserved], less (III) [reserved], plus (IV) the aggregate principal amount, without duplication,
of (A) voluntary prepayments, redemptions or repurchases of Closing Date Term Loans, Incremental Term Loans and Permitted Incremental
Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) (including purchases
of Closing Date Term Loans, Incremental Term Loans or such Permitted Incremental Equivalent Debt by Holdings, the Borrower or
any of its Subsidiaries at or below par) in each case secured on a pari passu basis with the Obligations (without regard to the
control of remedies), (B) voluntary permanent commitment reductions in respect of the Closing Date Revolving Facility, Incremental
Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case secured
on a pari passu basis with the Obligations (without regard to the control of remedies), (C) [reserved] and (D) voluntary prepayments,
redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness
(or, in the case of any of the foregoing under this clause (D) that constitutes a revolving credit commitment, voluntary
permanent commitment reductions in respect thereof), in each case secured on a pari passu basis with the Obligations (without
regard to the control of remedies), previously applied to the (a) prepayment, redemption or repurchase of any Closing Date Term
Loans, Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt
that is a revolving credit facility) or (b) voluntary permanent commitment reductions in respect of the Closing Date Revolving
Facility, Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments
(provided that the relevant prepayment, redemption, repurchase or commitment reduction under this clause (IV) shall
not have been funded with proceeds of long-term Indebtedness (other than revolving Indebtedness)), plus


 


(ii)     (I)
in the case of any Incremental Loans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any
Facility, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such Incremental Loans or Incremental
Commitments and (II) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or
Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to the portion of the relevant terminated
or cancelled Commitment or Loan, plus


 


(iii)     an
unlimited amount, so long as in the case of this clause (iii) only,


 


(I)          in
the case of Incremental Loans or Incremental Revolving Commitments that are secured by Liens on all or a portion of the Collateral
on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but
without regard to the control of remedies), the First Lien Net Leverage Ratio for the Test Period most recently ended calculated
on a pro forma basis after giving effect to any such incurrence does not exceed 4.80 to 1.00 (including in connection with an
acquisition or other Investment permitted under this Agreement) (provided that, in the case of an incurrence of Incremental
Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the First Lien Net Leverage
Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred),




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(II)          in
the case of Incremental Loans or Incremental Revolving Commitments that are secured by Liens on all or a portion of the Collateral
on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement and
for the avoidance of doubt is not incurred pursuant to clause (III) below, the Secured Net Leverage Ratio for the Test Period most
recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 5.75 to 1.00 (including
in connection with an acquisition or other Investment permitted under this Agreement) (provided that, in the case of an
incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating
the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred), or


 


(III)          in
the case of Incremental Loans or Incremental Revolving Commitments that are unsecured (or, solely for purposes of clause (2) under
the definition of “Permitted Incremental Equivalent Debt”, Permitted Incremental Equivalent Debt that is secured by
assets of the Borrower or any Restricted Subsidiary that do not constitute Collateral), either (1) the Total Net Leverage Ratio
for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed
6.00 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) or (2) to the extent
such Incremental Loans or Incremental Revolving Commitments are incurred in connection with an acquisition or other Investment
permitted under this Agreement, the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma
basis after giving effect to any such incurrence is no greater than the Total Net Leverage Ratio immediately prior to giving effect
to such incurrence or establishment of Incremental Loans or Incremental Revolving Commitments (provided that, in each case
under clauses (1) and (2) above, in the case of an incurrence of Incremental Revolving Commitments, assuming such
Incremental Revolving Commitments are fully drawn and calculating the Total Net Leverage Ratio without netting the cash proceeds
from such Incremental Loans then proposed to be incurred).


 


The Borrower may elect to use clause (iii)
of the definition of Available Incremental Amount regardless of whether the Borrower has capacity under clauses (i) or
(ii) of the definition of Available Incremental Amount. Further, the Borrower may elect to use clause (iii) of the
definition of Available Incremental Amount prior to using clauses (i) or (ii) of the definition of Available Incremental
Amount, and if both clause (iii) and clauses (i) or (ii) of the definition of Available Incremental Amount
are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use clause (iii)
of the definition of Available Incremental Amount. In addition, any Indebtedness originally designated as incurred pursuant to
clauses (i) or (ii) of the definition of Available Incremental Amount shall be automatically reclassified as incurred
under clause (iii) of the definition of Available Incremental Amount at such time as the Borrower would meet the applicable
leverage-based incurrence test at such time on a pro forma basis, unless otherwise elected by the Borrower.




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(5)          Required
Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental
Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed
between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set
forth herein, to the extent not identical to the Closing Date Term Loans, the 2020 Incremental Term
Loans or Closing Date Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either,
at the option of the Borrower, (a) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness
(as determined by the Borrower in good faith), (b) be not materially more restrictive to the Borrower (as determined by the Borrower
in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental
Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with
respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period
after the Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans
or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans
and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be
or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Incremental
Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect
prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance
Covenant shall be included for the benefit of the Closing Date Revolving Facility and (II) to the extent that any such terms of
any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable
Latest Maturity Date of the Closing Date Term Loans and/or the 2020 Incremental Term Loans,
such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or
the 2020 Incremental Term Loans, as applicable) or (c) contain such terms, provisions and documentation as are reasonably
satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and,
solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require
consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided
that, at Borrower’s election, to the extent any term or provision is added for the benefit of (i) the Lenders of Incremental
Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any
Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the
benefit of the Lenders of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as
applicable or (ii) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Priority
Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision
(or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders
other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall
be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision
are provided, for the benefit of the Lenders of the Closing Date Revolving Facility); provided that in the case of a Term
Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving
Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that,
if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call
protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may
be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased,
in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are intended
to be “fungible” with the Closing Dateany
Class of Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization
schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be
agreed by Borrower and the Administrative Agent to provide that such Incremental Term Loans will be (or will be deemed to be)
 “fungible” with the Closing Dateapplicable
existing Class of Term Loans). In any event:




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(a) the Incremental Term Loans:


 


(i)     (I)
shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A)
rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations
under this Agreement and shall be subject to a First Lien/Second Lien Intercreditor Agreement or (B) be unsecured, in each case
as applicable pursuant to Section 2.14(4)(c) above,


 


(ii)     shall
not mature earlier than the Original Term Loan Maturity Date,


 


(iii)     shall
have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term
Loans on the date of incurrence of such Incremental Term Loans,


 


(iv)     subject
to clause (5)(a)(iii) above, shall have amortization and an Applicable Rate determined by the Borrower and the applicable
Incremental Term Lenders (provided, that if such Incremental Term Loans are intended to be “fungible” with
the Closing Dateany
existing Class of Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the
amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s)
to be agreed by the Borrower and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed
to be) “fungible” with the Closing Dateapplicable
existing Class of Term Loans),


 


(v)     to
the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (but without regard to the
control of remedies), may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory
prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans
may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First
Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (c)(i)), as specified in the
applicable Incremental Amendment,


 


(vi)     shall
be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned),
another currency as determined by the Borrower and the applicable Incremental Term Lenders,


 


(vii)     shall
not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and




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(viii)      
in the case of Incremental Term Loans that are secured, the obligations in respect thereof shall not be secured by any property
or assets of the Borrower or any Restricted Subsidiary other than the Collateral;


 


provided
that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced
or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions”
that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first
anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit
the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or
redemption provisions;


 


(b)
         the Incremental Revolving Commitments and Incremental Revolving Loans:


 


(i)           (I)
shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A)
rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations
under this Agreement and shall be subject to a First Lien/Second Lien Intercreditor Agreement and or (B) be unsecured, in each
case as applicable pursuant to Section 2.14(4)(c) above,


 


(ii)         
shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization,


 


(iii)        
except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment)
of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may
be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving
Commitments existing on such Incremental Facility Closing Date,


 


(iv)
         subject to the provisions of Section 2.03(12) and 2.04(7) in connection
with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any time Incremental
Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit and Swing Line Loans
shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the
Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Sections 2.03(12) and
2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing
Line Loans theretofore incurred or issued),


 


(v)         shall
provide that the permanent repayment of Revolving Loans in connection with a termination of Incremental Revolving Commitments
after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater
than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of any Incremental Revolving Commitments
and (B) repayments made in connection with any refinancing of Incremental Revolving Commitments or (II) as compared to any other
Revolving Commitments with a later maturity date than such Incremental Revolving Commitments), in each case, with all other Revolving
Commitments existing on such Incremental Facility Closing Date,




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(vi)
         shall provide that assignments and participations of Incremental Revolving Commitments
and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving
Commitments and Revolving Loans existing on the Incremental Facility Closing Date,


 


(vii)       
shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments
from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided
at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving
Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent,


 


(viii)
       shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving
Lenders,


 


(ix)          shall
be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or
conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders,


 


(x)           shall
not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and


 


(xi)          in
the case of Incremental Revolving Commitments and Incremental Revolving Loans that are secured, the obligations in respect thereof
shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral;


 


provided
that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim
credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary
 “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case,
on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above
shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment,
repurchase or redemption provisions;


 


provided
further that on the date of effectiveness of any Incremental Revolving Commitments, the L/C Sublimit and/or Swing Line Sublimit,
as applicable, shall increase by an amount, if any, agreed upon by the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent), the Borrower and the relevant Issuing Banks and/or the Swingline Lender, as applicable.


 


(c)
the Applicable Rate and fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable
Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with
respect to any Incremental Term Loan (other than the 2020 Incremental Term
Loans) that (I) is secured by the Collateral and
ranks equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control
of remedies) and (II) is in the form of Dollar-denominated term loans, the All-In Yield applicable to such Incremental Term Loans shall
not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation
with respect to Closing Date Term Loans, and/or
the 2020 Incremental Term Loans, respectively, in each case plus
50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Eurodollar Rate or Base
Rate floor) with respect to the Closing Date Term Loans or the 2020 Incremental
Term Loans, as applicable, is increased so as
to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans and/or
2020 Incremental Term Loans, as applicable, to
equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum (it being understood and
agreed that any increase in All-In Yield on the Closing Date Term Loans or
the 2020 Incremental Term Loans, as applicable, due
to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase
in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans or
such 2020 Incremental Term Loans, as applicable)
(this proviso, the “MFN Provision”).



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(6)         Incremental
Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments
(or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s
applicable Revolving Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such
Incremental Commitments and the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving
Agent).


 


(7)         Notwithstanding
anything to the contrary in Section 10.01 (a) each Incremental Amendment may, without the consent of any other Loan Party,
Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in
the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility
would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative
Agent) and the Borrower, to effect the provisions of this Section 2.14, including to effect technical and corresponding
amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), incorporate terms that would be favorable
to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes
(including to the extent necessary or advisable to allow any Class of Incremental Commitments to be a Loan Increase), in each
case under this clause (b), so long as the Administrative Agent (or in the case of the Priority Revolving Facility, the
Priority Revolving Agent) reasonably agrees that such modification is favorable to the applicable Lenders (provided that
if any such terms proposed to be incorporated into the Priority Revolving Facility would require the consent of any Class of Lenders
other than the Priority Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be required
for the incorporation of such terms, which consent shall be separate and apart from the Administrative Agent’s concurrence
that such terms are favorable to the applicable Lenders). In connection with any Incremental Amendment, the Borrower shall, if
reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral
Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Loans are provided
with the benefit of the applicable Loan Documents. The Borrower may use the proceeds (if any) of the Incremental Loans for any
purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans
unless it so agrees.




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(8)         Reallocation
of Revolving Exposure. Upon any Incremental Facility Closing Date on which Incremental Revolving Commitments are effected
through an increase in the Revolving Commitments with respect to any existing Revolving Facility pursuant to this Section 2.14,
(a) each of the Revolving Lenders under such Facility shall assign to each of the Incremental Revolving Lenders, and each of the
Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof, such interests
in the Revolving Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving
effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental
Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental
Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes
a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental
Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto.
The Administrative Agent, the Priority Revolving Agent and the Lenders hereby agree that the minimum borrowing and prepayment
requirements in Section 2.02 and 2.05(1) of this Agreement shall not apply to the transactions effected pursuant
to the immediately preceding sentence.


 


(9)         This
Section 2.14 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the
avoidance of doubt, any of the provisions of this Section 2.14 may be amended with the consent of the Required Lenders
(or the applicable Required Facility Lenders, if applicable).




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SECTION
2.15 Refinancing Amendments.


 


(1)         At
any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (a)
no Lender shall be required to provide any Other Loan without its consent, (b) Affiliated Lenders may not provide Other Revolving
Commitments and (c) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section
10.07(8)), Other Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under
this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other
Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided
that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans
and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior
in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject
to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower
or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower
other than Subsidiaries that are Guarantors, (v)(I) shall have interest rates (including through fixed interest rates), interest
margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed
by the Borrower and the Lenders thereof and/or (II) may provide for additional fees and/or premiums payable to the Lenders providing
such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent
provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment
terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) at the time of incurrence thereof, will
have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other
Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to
Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing
clauses (ii) through (vii)) that either, at the option of the Borrower, (I) reflect market terms and conditions
(taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower
in good faith), (II) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be
materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms
of such Class of Loans or Commitments being refinanced, except, in each case under this clause (II), with respect to (A)
covenants and other terms applicable to any period after the Latest Maturity Date of the Term Loans or Revolving Commitments being
refinanced or (B) a Previously Absent Financial Maintenance Covenant (so long as, (1) to the extent that any such terms of any
Other Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date
of the Closing Date Term Loans or the 2020 Incremental Term Loans,
such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term
Loans and/or the 2020 Incremental Term Loans and (2) to the extent that any such terms of any Other Revolving Loans and
Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity
Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit
of the Closing Date Revolving Facility) or (III) such terms as are reasonably satisfactory to the Administrative Agent (or in
the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions
and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the
Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election,
to the extent any term or provision is added for the benefit of (A) the lenders of Other Term Loans or Other Revolving Commitments,
no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added,
or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and
the 2020 Incremental Term Loans or (B) the lenders under Other Revolving Commitments, no consent shall be required from
the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such
term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any
Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative
Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or
provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). Any Other Term Loans may participate
on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any prepayments of Term Loans hereunder (except
that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate
on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than
a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory
prepayments under Section 2.05(2)(a), (b) and (c)(i)), as specified in the applicable Refinancing Amendment.
All Other Revolving Commitments shall provide that (a) except as provided under sub-clause (b) below, borrowings and repayments
(other than permanent repayments) of principal under the applicable Other Revolving Commitments may be made on a pro rata basis,
less than a pro rata basis or greater than a pro rata basis and (b) the permanent repayment of Other Revolving Loans in
connection with a termination of Other Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or
greater than a pro rata basis (i) with respect to (I) repayments required upon the Maturity Date of any Other Revolving Commitments
and (II) repayments made in connection with any refinancing of Other Revolving Commitments or (ii) as compared to any other Revolving
Commitments with a later maturity date than such Other Revolving Commitments), in each case, with all other Revolving Commitments.
In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent (and in
the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or
such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (and in the case of the
Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Other Loans or Other Revolving Commitments
are provided with the benefit of the applicable Loan Documents.




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(2)         Each
Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that
is not less than $5.0 million. The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only
to the extent) necessary to reflect the existence and terms of the Other Commitments and Other Loans incurred pursuant thereto
(including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments). Any Refinancing
Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving
Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to
the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under
Section 10.01, the Administrative Agent) and the Borrower, to effect the provisions of this Section 2.15.


 


(3)         This
Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the
avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders
(or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01,
(a) each Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent
(or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions
and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the
Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Borrower, to effect the provisions of
this Section 2.15, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents
and (b) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable
to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes,
in each case under this clause (b), so long as the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) reasonably agrees that such modification is favorable to the applicable Lenders (provided
that if any such terms proposed to be incorporated into the Priority Revolving Facility would require the consent of any Class
of Lenders other than the Priority Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall
be required for the incorporation of such terms, which consent shall be separate and apart from the Administrative Agent’s
concurrence that such terms are favorable to the applicable Lenders).




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SECTION
2.16 Extensions of Loans.


 


(1)       Extension
of Term Loans. The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class
(each, an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of
any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which
have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section
2.16. Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide written
notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing
Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, a “Term
Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms
shall be identical in all material respects to the Term Loans of the Existing Term Loan Class from which they are to be extended
except that (a) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if
any, of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled
amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding
adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing
Amendment or any other amendment, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term
Loans were extended), (b)(i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront
fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Term
Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (ii) additional fees and/or premiums
may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding
clause (i), in each case, to the extent provided in the applicable Extension Amendment, (c) the Extended Term Loans may have optional
prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders
thereof, (d) any Extended Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata
basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such
Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans
in any mandatory prepayments under Section 2.05(2)(a), (b) and (c)(i)), in each case as specified in the respective
Term Loan Extension Request and (e) the Extension Amendment may provide for such other terms and conditions (other than as provided
in the foregoing clauses (a) through (d)) with respect to the Extended Term Loans that either, at the option of
the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined
by the Borrower in good faith), (ii) if otherwise not consistent with the terms of the Existing Term Loan Class subject to such
Term Loan Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith),
when taken as a whole, than the terms of such Existing Term Loan Class subject to such Term Loan Extension Request, except, in
each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the
Latest Maturity Date in respect of such Existing Term Loan Class subject to such Term Loan Extension Request in effect immediately
prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any
Extended Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest
Maturity Date of the Closing Date Term Loans or the 2020 Incremental
Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date
Term Loans and the 2020 Incremental Term Loans, as applicable)
or (iii) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election,
to the extent any term or provision is added for the benefit of the lenders of Extended Term Loans, no consent shall be required
from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term
or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and
the 2020 Incremental Term Loans). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing
Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans extended
pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”)
of Extended Term Loans for all purposes of this Agreement and shall constitute a separate Class of Loans from the Existing Term
Loan Class from which they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Class
may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established
Term Loan Extension Series with respect to such Existing Term Loan Class.




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(2)         Extension
of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving
Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled
Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments
(any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide
for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended
Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent
(and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving
Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request
offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”)
setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all
material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that
(a) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving
Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving
Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless
otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving
Facility, the Priority Revolving Agent), (b) (i) the interest rates (including through fixed interest rates), interest margins,
rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect
to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class
and/or (ii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition
to any of the items contemplated by the preceding clause (i), in each case, to the extent provided in the applicable Extension
Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments
of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro
rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving
Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made
on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required
upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made
in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with
a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving
Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing
clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower,
(i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower
in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request,
are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than
the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause
(ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect
of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment
or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving
Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity
Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit
of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in
the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions
and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the
Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election,
(A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent
shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the
features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and
the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders
of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent
unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof)
to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders
under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent
that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders
of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments
of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any
Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving
Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate
Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended
Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment,
be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving
Class.




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(3)         Extension
Request. The Borrower shall provide the applicable Extension Request to the Administrative Agent (or in the case of the Priority
Revolving Facility, the Priority Revolving Agent) at least five (5) Business Days (or such shorter period as the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) may determine in its sole discretion)
prior to the date on which Lenders under the applicable Existing Term Loan Class or Existing Revolving Class, as applicable, are
requested to respond. Any Lender holding a Term Loan under an Existing Term Loan Class (each, an “Extending Term Lender”)
wishing to have all or a portion of its Term Loans of an Existing Term Loan Class or Existing Term Loan Classes, as applicable,
subject to such Extension Request converted or exchanged into Extended Term Loans, and any Revolving Lender with a Revolving Commitment
under an Existing Revolving Class (each, an “Extending Revolving Lender”) wishing to have all or a portion
of its Revolving Commitments of an Existing Revolving Class or Existing Revolving Classes, as applicable, subject to such Extension
Request converted or exchanged into Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (and
in the case of the Priority Revolving Facility, the Priority Revolving Agent) (each, an “Extension Election”)
on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments, as applicable,
which it has elected to convert or exchange into Extended Term Loans or Extended Revolving Commitments, as applicable. In the
event that the aggregate principal amount of Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections
exceeds the amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, requested pursuant to the Extension
Request, Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections shall be converted or exchanged
into Extended Term Loans and/or Revolving Commitments, respectively, as directed by the Borrower.




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(4)         Extension
Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, an
 “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section
10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans
and/or Extended Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent
(and in the case of the Priority Revolving Facility, the Priority Revolving Agent) and the Extending Lenders, it being understood
that such Extension Amendment shall not require the consent of any Lender other than (a) the Extending Lenders with respect to
the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (b) with respect to any extension
of the Revolving Commitments that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit,
the consent of such Issuing Bank and (c) with respect to any extension of the Revolving Commitments that results in an extension
of Swing Line Lender’s obligations with respect to Swing Line Loans, the consent of such Swing Line Lender). Each request
for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section
2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal
amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower may condition the effectiveness
of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition
to any terms and changes required or permitted by Sections 2.16(1) and 2.16(2), each of the parties hereto agrees
that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any
other Lenders, to the extent necessary to (a) in respect of each Extension Amendment in respect of Extended Term Loans, amend
the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing
Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans
were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount
of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that
the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not
an Extended Term Loan shall not be reduced as a result thereof), (b) reflect the existence and terms of the Extended Term Loans
or Extended Revolving Commitments, as applicable, incurred pursuant thereto and (c) modify the prepayments set forth in Section
2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto. Notwithstanding
anything to the contrary in Section 10.01, (a) each Extension Amendment may, without the consent of any other Loan Party,
Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in
the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility
would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative
Agent) and the Borrower, to effect the provisions of this Section 2.16, including to effect technical and corresponding
amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative
Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), incorporate terms that would be favorable
to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes,
in each case under this clause (b), so long as the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) reasonably agrees that such modification is favorable to the applicable Lenders (provided
that if any such terms proposed to be incorporated to the Priority Revolving Facility would require the consent of any Class of
Lenders other than the Priority Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be
required for the addition of such terms, which consent shall be separate and apart from the Administrative Agent’s concurrence
that such terms are favorable to the applicable Lenders). In connection with any Extension Amendment, the Borrower shall, if reasonably
requested by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver
customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative
Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Extended
Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.




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(5)         Notwithstanding
anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Class and/or Existing Revolving
Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraphs (1) and (2) of
this Section 2.16, in the case of the existing Term Loans or Revolving Commitments, as applicable, of each Extending Lender,
the aggregate principal amount of such existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount
of Extended Term Loans and/or Extended Revolving Commitments, respectively, so converted or exchanged by such Lender on such date,
and the Extended Term Loans and/or Extended Revolving Commitments shall be established as a separate Class of Loans, except as
otherwise provided under Sections 2.16(1) and (2). Subject to the provisions of Section 2.03(12) and 2.04(7)
in connection with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any
time Extended Revolving Commitments with a later Maturity Date are outstanding, all Letters of Credit and Swing Line Loans shall
be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving
Commitments existing on the date of the Extension of such Extended Revolving Commitments (and except as provided in Section
2.03(12) and Section 2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to
Letters of Credit and Swing Line Loans theretofore incurred or issued).


 


(6)         In
the event that the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) determines
in its sole discretion that the allocation of Extended Term Loans and/or Extended Revolving Commitments of a given Extension Series
to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an
Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment,
then the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), the Borrower
and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender,
enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”)
within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment
shall (a) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class, or of Revolving
Commitments under the Existing Revolving Class, in either case, in such amount as is required to cause such Lender to hold Extended
Term Loans or Extended Revolving Commitments, as applicable, of the applicable Extension Series into which such other Term Loans
or Revolving Commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held
had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments
to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (b) be subject to the satisfaction
of such conditions as the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent),
the Borrower and such Extending Term Lender or Extending Revolving Lender, as applicable, may agree and (c) effect such other
amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section
2.16(4).




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(7)         No
conversion or exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.16
shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.


 


(8)         This
Section 2.16 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the
avoidance of doubt, any of the provisions of this Section 2.16 may be amended with the consent of the Required Lenders
(or the applicable Required Facility Lenders, if applicable).


 


SECTION
2.17 Defaulting Lenders.


 


(1)         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:


 


(a)
Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove of any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in Section 10.01.


 


(b)
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent
(or in the case of the Priority Revolving Facility, the Priority Revolving Agent) for the account of that Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall be applied at such time or times as
may be determined by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent)
as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent (or in the
case of the Priority Revolving Facility, the Priority Revolving Agent) hereunder; second, to the payment on a pro rata
basis of any amounts owing by that Defaulting Lender to the relevant Issuing Banks or Swing Line Lender hereunder; third,
if so determined by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent)
or requested by the relevant Issuing Banks or Swing Line Lender, to be held as Cash Collateral for future funding obligations
of that Defaulting Lender of any participation in any Letter of Credit or Swing Line Loan; fourth, as the Borrower may
request (so long as no Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent (or in
the case of the Priority Revolving Facility, the Priority Revolving Agent); fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that
Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the
relevant Issuing Banks or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender
or the relevant Issuing Banks against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default has occurred and is continuing, 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 that Defaulting
Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a
payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded
its appropriate share and (ii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non- Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting
Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(1)(b) shall be deemed paid to and
redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.




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(c)
Certain Fees. That Defaulting Lender (i) shall not be entitled to receive any commitment fee pursuant to Section 2.09(1)
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) and (ii) shall be limited in its right to
receive Letter of Credit fees as provided in Section 2.03(8).


 


(d)
Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender,
for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit or Swing Line Loans pursuant to Section 2.03 and Section 2.04, respectively, the “Applicable
Percentage” of each Non-Defaulting Lender’s Revolving Loans and L/C Obligations shall be computed without giving effect
to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non- Defaulting Lender to acquire,
refinance or fund participations in Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, of
(i) the Revolving Commitment of that Non-Defaulting Lender minus (ii) the aggregate Outstanding Amount of the Revolving
Loans of that Non-Defaulting Lender.


 


(2)         Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing Banks agree in writing in their
sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent (or in
the case of the Priority Revolving Facility, the Priority Revolving Agent) will so notify the parties hereto, whereupon as of
the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with
respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the
other Lenders or take such other actions as the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority
Revolving Agent) may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters
of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without
giving effect to Section 2.17(1)(d)), whereupon that Lender will cease to be a Defaulting Lender; provided that
no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while
that Lender was a Defaulting Lender; provided further that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender having been a Defaulting Lender.


 


SECTION
2.18 Prepayment Premium.


 


(1)       Each
prepayment (whether before or after (i) the occurrence of a Default or (ii) the commencement of any proceeding under the Bankruptcy
Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations
(and the entire outstanding principal amount of the Closing Date Term Loans shall be deemed to have been prepaid on the date of
any such acceleration, and the term “prepayment” for the purposes of this Section 2.18(1)
shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and
restatement or other modification to this Agreement that reduces or modifies the premium referred to below) of the Closing Date
Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a premium equal to (a) if
such prepayment is made prior to the first anniversary of the Closing Date, 2.00% (or, solely in connection with a Qualifying
IPO where the prepayment of the Closing Date Term Loans is not in full, 1.00%) of the principal amount of the Closing Date Term
Loans so prepaid, (b) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second
anniversary of the Closing Date, 1.00% of the principal amount of the Closing Date Term Loans so prepaid and (c) if such prepayment
is made on or after the second anniversary of the Closing Date, 0.00% of the principal amount of the Closing Date Term Loans so
prepaid.



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(2)       Each
prepayment (whether before or after (i) the occurrence of a Default or (ii) the commencement of any proceeding under the Bankruptcy
Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations
(and the entire outstanding principal amount of the 2020 Incremental Term Loans shall be deemed to have been prepaid on the date
of any such acceleration, and the term “prepayment” for the purposes of this Section 2.18(2) shall include an assignment
and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement
that reduces or modifies the premium referred to below) of the 2020 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section
2.05(2)(c) shall be accompanied by a premium equal to (a) if such prepayment is made prior to the first anniversary of the Amendment
No. 1 Effective Date, 4.00% of the principal amount of the 2020 Incremental Term Loans so prepaid, (b) if such prepayment is made
on or after the first anniversary of the Amendment No. 1 Effective Date but prior to the second anniversary of the Amendment No.
1 Effective Date, 2.00% of the principal amount of the 2020 Incremental Term Loans so prepaid and (c) if such prepayment is made
on or after the second anniversary of the Amendment No. 1 Effective Date, 0.00% of the principal amount of the 2020 Incremental
Term Loans so prepaid.


 


Article
III


 


Taxes,
Increased Costs Protection and Illegality


 


SECTION
3.01 Taxes.


 


(1)         Except
as required by applicable Law, all payments by or on account of any Loan Party to or for the account of any Agent or any Lender
under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes.


 


(2)         If
any Loan Party or any other applicable withholding agent is required by applicable Law to make any deduction or withholding on
account of any Taxes from any sum paid or payable by or on account of any Loan Party to or for the account of any Lender or Agent
under any of the Loan Documents:


 


(a)          the
applicable Loan Party or other applicable withholding agent shall make such deduction or withholding and pay to the relevant Governmental
Authority any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is
imposed on any Loan Party) for such Loan Party’s account or (if that liability is imposed on the Lender or Agent) on behalf
of and in the name of the Lender or Agent (as applicable);


 


(b)          if
such Tax is a Non-Excluded Tax or Other Tax, the sum payable by any Loan Party to such Lender or Agent (as applicable) shall be
increased by such Loan Party to the extent necessary to ensure that, after the making of any required deduction or withholding
for Non-Excluded Taxes or Other Taxes (including any deductions or withholdings for Non-Excluded Taxes or Other Taxes attributable
to any payments required to be made under this Section 3.01), such Lender (or, in the case of any payment made to the Administrative
Agent or the Priority Revolving Agent for its own account, the Administrative Agent or the Priority Revolving Agent, as applicable)
receives on the due date a net sum equal to what it would have received had no such deduction or withholding been required or
made; and




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(c)          as
soon as reasonably practicable, after any payment of Taxes by the applicable Loan Party or other applicable witholdingwithholding
agent to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent
or the Priority Revolving Agent, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the Administrative
Agent or the Priority Revolving Agent, as applicable, of such deduction or withholding and of the remittance thereof to the relevant
Governmental Authority.


 


(3)         Status
of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower, the Priority Revolving Agent or the
Administrative Agent, provide the Borrower, the Priority Revolving Agent and the Administrative Agent with any documentation prescribed
by Laws or reasonably requested by the Borrower, the Priority Revolving Agent or the Administrative Agent certifying as to any
entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such
Lender under any Loan Document. In addition, any Lender, if reasonably requested by the Borrower, the Priority Revolving Agent
or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the
Borrower, the Priority Revolving Agent or the Administrative Agent as will enable the Borrower, the Priority Revolving Agent or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific
documentation required below in this Section 3.01(3)) obsolete, expired or inaccurate in any respect, deliver promptly to the
Borrower, the Priority Revolving Agent and the Administrative Agent updated or other appropriate documentation (including any
new documentation reasonably requested by the Borrower, the Priority Revolving Agent or the Administrative Agent) or promptly
notify the Borrower, the Priority Revolving Agent and Administrative Agent of its legal ineligibility to do so.


 


Without
limiting the foregoing:


 


(a)
Each U.S. Lender shall deliver to the Borrower, the Priority Revolving Agent and the Administrative Agent on or before the date
on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower, the Priority
Revolving Agent or the Administrative Agent) two properly completed and duly signed copies of IRS Form W-9 (or successor form)
certifying that such Lender is exempt from U.S. federal backup withholding.


 


(b)
Each Foreign Lender, to the extent it is legally eligible to do so, shall deliver to the Borrower, the Priority Revolving Agent
and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter
upon the request of the Borrower, the Priority Revolving Agent or the Administrative Agent) whichever of the following is applicable:


 


(i)           two
properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the
benefits of an income Tax treaty to which the United States is a party, and such other documentation as required under the Code,




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(ii)
          two properly completed and duly signed copies of IRS Form W-8ECI (or any successor forms),


 


(iii)
         in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section
881(c) of the Code, (A) two properly completed and duly signed United States Tax Compliance Certificates and (B) two properly
completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms),


 


(iv)
         to the extent a Foreign Lender is not the beneficial owner of an interest in a
Loan or Commitment hereunder (for example, where such Foreign Lender is a partnership), two properly completed and duly signed
copies of IRS Form W-8IMY (or any successor forms) of such Foreign Lender, accompanied by an IRS Form W-8ECI, Form W- 8BEN or
W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY and any other required information (or any successor
forms) from each beneficial owner that would be required under this Section 3.01(3) if such beneficial owner were a Lender,
as applicable (provided that, if a Lender is a partnership and if one or more beneficial owners are claiming the portfolio
interest exemption, the United States Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such beneficial
owner(s)), or


 


(v)          two
properly completed and duly signed copies of any other documentation prescribed by applicable U.S. federal income Tax laws (including
the Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on
any payments to such Lender under the Loan Documents.


 


(c)
If a payment made to a Lender under any Loan Document would be subject to Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Borrower, the Priority Revolving Agent and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower, the Priority Revolving Agent 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, the Priority Revolving Agent or the Administrative
Agent as may be necessary for the Borrower, the Priority Revolving Agent 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 or to determine the
amount, if any, to deduct and withhold from such payment. Solely for purposes of this paragraph (c), the term “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


For
the avoidance of doubt, if a Lender is an entity disregarded from its owner for U.S. federal income tax purposes, references to
the foregoing documentation are intended to refer to documentation with respect to such Lender’s owner and, as applicable,
such Lender.


 


Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower, the Priority Revolving Agent and the Administrative
Agent in writing of its legal ineligibility to do so.




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Notwithstanding
anything to the contrary in this Section 3.01(3), no Lender shall be required to deliver any documentation pursuant to
this Section 3.01(3) that such Lender is not legally eligible to deliver.


 


Each
Lender hereby authorizes the Administrative Agent and the Priority Revolving Agent to deliver to the Loan Parties and to any successor
Administrative Agent or Priority Revolving Agent, as applicable, any documentation provided by such Lender to the Administrative
Agent or the Priority Revolving Agent pursuant to this Section 3.01(3).


 


(4)        
Without duplication of other amounts payable by the Borrower pursuant to Section 3.01(2), the Borrower shall pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(5)         The
Loan Parties shall, jointly and severally, indemnify a Lender, the Priority Revolving Agent or the Administrative Agent (each
a “Tax Indemnitee”), within 10 days after written demand therefor, for the full amount of any Non-Excluded
Taxes or Other Taxes paid or payable by such Tax Indemnitee (including Non-Excluded Taxes or Other Taxes imposed on or attributable
to amounts payable under this Section 3.01) (other than any interest, penalties and other costs determined by a final and
non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful
misconduct of such Tax Indemnitee), whether or not such Taxes were correctly or legally imposed or asserted by the Governmental
Authority; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such
Tax Indemnitee will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes (which shall be repaid
to the Borrower in accordance with Section 3.01(6)) below so long as such efforts would not, in the sole determination
exercised in good faith of such Tax Indemnitee, result in any additional out-of-pocket costs or expenses not reimbursed by such
Loan Party or be otherwise materially disadvantageous to such Tax Indemnitee. A certificate as to the amount of such payment or
liability prepared in good faith and delivered by the Tax Indemnitee, by the Administrative Agent or by the Priority Revolving
Agent, as applicable, on behalf of another Tax Indemnitee, shall be conclusive absent manifest error.


 


(6)         If
and to the extent that a Tax Indemnitee, in its sole discretion (exercised in good faith), determines that it has received a refund
(whether received in cash or applied against any other cash Taxes payable) of any Non-Excluded Taxes or Other Taxes in respect
of which it has received indemnification payments or additional amounts under this Section 3.01, then such Tax Indemnitee
shall pay to the relevant Loan Party the amount of such refund, net of all out-of-pocket expenses of the Tax Indemnitee (including
any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Loan Party, upon the request of the Tax Indemnitee, shall repay
the amount paid over by the Tax Indemnitee (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Tax Indemnitee to the extent the Tax Indemnitee is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 3.01(6), in no event will the Tax Indemnitee be required to pay
any amount to a Loan Party pursuant to this Section 3.01(6) the payment of which would place the Tax Indemnitee in a less
favorable net after-Tax position than the Tax Indemnitee 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 subsection shall not be construed to require a Tax Indemnitee 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.


 


(7)         On
or before the date each of the Administrative Agent and the Priority Revolving Agent becomes a party to this Agreement, each of
the Administrative Agent and the Priority Revolving Agent shall deliver to the Borrower whichever of the following is applicable:
(a) if the Administrative Agent or the Priority Revolving Agent, as applicable, is a “United States person” within
the meaning of Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Administrative
Agent or the Priority Revolving Agent, as applicable, is exempt from U.S. federal backup withholding or (b) if the Administrative
Agent or the Priority Revolving Agent, as applicable, is not a “United States person” within the meaning of Section
7701(a)(30) of the Code, (i) with respect to payments received for its own account, two executed original copies of IRS Form W-
8ECI and (ii) with respect to payments received on account of any Lender, two executed original copies of IRS Form W-8IMY (together
with all required accompanying documentation) certifying that the Administrative Agent or the Priority Revolving Agent, as applicable,
is a Withholding U.S. Branch. At any time thereafter, the Administrative Agent and the Priority Revolving Agent shall provide
updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired
or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary
in this Section 3.01(7), the Administrative Agent or the Priority Revolving Agent, as applicable, shall not be required to provide
any documentation that the Administrative Agent or the Priority Revolving Agent is not legally eligible to deliver as a result
of a Change in Law after the date it becomes an Administrative Agent or Priority Revolving Agent, as applicable.




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(8)         The
agreements in this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or the Priority Revolving
Agent, as applicable, or any assignment of rights by, or the replacement of, a Lender, or the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.


 


(9)         For
the avoidance of doubt, for purposes of this Section 3.01, the term “Lender” includes any Issuing Bank and
any Swing Line Lender.




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SECTION
3.02 Illegality. If any Lender reasonably determines that any Change in 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 the Eurodollar Rate, 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 market, then, on written notice thereof by such Lender to the Borrower through
the Administrative Agent and the Priority Revolving Agent, (1) any obligation of such Lender to make or continue Eurodollar Rate
Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (2) 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 Rate
component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be reasonably determined by the Administrative Agent or the Priority Revolving Agent, as applicable, without reference to the
Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent, the Priority Revolving
Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,
(a) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and
shall, upon demand from such Lender (with a copy to the Administrative Agent and the Priority Revolving Agent), prepay or, if
applicable, convert all Eurodollar Rate 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 or the Priority Revolving
Agent, as applicable, without reference to the Eurodollar Rate 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 Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (b) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurodollar Rate component of the Base Rate with respect to any Base
Rate Loans, the Administrative Agent or the Priority Revolving Agent, as applicable shall during the period of such suspension
compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative
Agent or the Priority Revolving Agent, as applicable 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 Rate. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted.


 


SECTION
3.03 Inability to Determine Rates. If the Administrative Agent (in the case of clause (1) or (2) below) (or
in the case of the Priority Revolving Facility, the Priority Revolving Agent) or the Required Lenders (in the case of clause
(3) below) reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion
to or continuation thereof that:


 


(1)         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,


 


(2)         adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or


 


(3)         the
Eurodollar Rate 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 (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) will promptly so notify the Borrower and each Lender. Thereafter, (a) the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended and (b) in the event of a determination described in the preceding
sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining
the Base Rate shall be suspended, in each case until the Administrative Agent (or in the case of the Priority Revolving Facility,
the Priority Revolving Agent) (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans 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.




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SECTION
3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.


 


(1)         Increased
Costs Generally. If any Change in Law shall:


 


(a)
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;


 


(b)
subject any Lender to any Tax of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments
to such Lender in respect thereof (except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and any Excluded Taxes);
or


 


(c)
impose on any Lender or the London interbank market any other condition, cost or expense (in each case, other than with respect
to Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender that is not otherwise accounted for in the definition
of “Eurodollar Rate” or this clause (1);


 


and
the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest
on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan) or to increase
the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender (whether
of principal, interest or any other amount) then, from time to time within fifteen (15) days after demand by such Lender setting
forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent)), 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; provided that such amounts shall
only be payable by the Borrower to the applicable Lender under this Section 3.04(1) so long as such Lender certifies that
it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions
of other financing agreements.


 


(2)         Capital
Requirements. If any Lender reasonably 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 it, or participations in or issuance of
Letters of Credit by such Lender, to a level below that which such Lender or such Lender’s holding company, as the case
may be, 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 and liquidity), then from time to time upon demand of
such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such
demand to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent)), the Borrower
will pay to such Lender additional amount or amounts as will compensate such Lender or such Lender’s holding company for
any such reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender
under this Section 3.04(2) so long as it is such Lender’s general policy or practice to demand compensation in similar
circumstances under comparable provisions of other financing agreements.




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(3)         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, as specified in subsection (1) or (2) of this Section 3.04 and delivered
to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount
shown as due on any such certificate within fifteen (15) days after receipt thereof.


 


SECTION
3.05 Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent (or in the case of the
Priority Revolving Facility, the Priority Revolving Agent)) from time to time, which demand shall set forth in reasonable detail
the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from
any loss, cost or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of:


 


(1)         any
continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day prior to the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(2)         any
failure 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 Rate Loan on the date or in the amount notified by the Borrower; or


 


(3)         any
assignment of a Eurodollar Rate Loan on a day prior to the last day of the Interest Period therefor as a result of a request by
the Borrower pursuant to Section 3.07; including any loss or expense (excluding loss of anticipated profits or margin)
actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Eurodollar Rate Loan or
from fees payable to terminate the deposits from which such funds were obtained.


 


Notwithstanding
the foregoing, no Lender may make any demand under this Section 3.05 with respect to the “floor” specified
in the proviso to the definition of “Eurodollar Rate.”


 


SECTION
3.06 Matters Applicable to All Requests for Compensation.


 


(1)         Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the good faith judgment of such Lender such designation or assignment (a) 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 (b) in each case, would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material economic, legal or
regulatory respect.




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(2)         Suspension
of Lender Obligations. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by
notice to such Lender (with a copy to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority
Revolving Agent)), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to
another Interest Period, or to convert Base Rate Loans into Eurodollar Rate Loans until the event or condition giving rise to
such request ceases to be in effect (in which case the provisions of Section 3.06(3) shall be applicable); provided
that such suspension shall not affect the right of such Lender to receive the compensation so requested.


 


(3)         Conversion
of Eurodollar Rate Loans. If any Lender gives notice to the Borrower (with a copy to the Administrative Agent (or in the case
of the Priority Revolving Facility, the Priority Revolving Agent)) that the circumstances specified in Section 3.02, 3.03
or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans no longer exist (which such Lender
agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders, as
applicable, are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans to the extent necessary so that, after giving effect
thereto, all Loans of a given Class held by the Lenders of such Class holding Eurodollar Rate Loans and by such Lender are held
pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Shares.


 


(4)         Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Sections
3.01 or 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 Section 3.01 or
3.04 for any increased costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the date
that such Lender notifies the Borrower of the event giving rise to such claim and of such Lender’s intention to claim compensation
therefor (except that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive effect thereof).


 


SECTION
3.07 Replacement of Lenders under Certain Circumstances. If (1) any Lender requests compensation under Section 3.04
or ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04,
(2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01 or 3.04, (3) any Lender is a Non-Consenting Lender, (4) any Lender becomes a Defaulting
Lender or (5) 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 (or in the case
of the Priority Revolving Facility, the Priority Revolving Agent),




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(a)
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in,
and consents required by, Section 10.07), all of its interests, rights and obligations under this Agreement (or, with respect
to clause (3) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that
is the subject of the related consent, waiver, or amendment, as applicable) and the related Loan Documents to one or more Eligible
Assignees that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment),
provided that:


 


(i)           the
Borrower shall have paid to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) the assignment fee specified in Section 10.07(2)(d);


 


(ii)
          such Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts
under Section 3.05) and (solely in connection with any amendment, amendment and restatement or other modification to this
Agreement which reduces, waives or modifies the premium set forth in Section 2.18) its pro rata share (as determined immediately
prior to being so replaced) of any “prepayment premium” pursuant to Section 2.18 that would otherwise be owed
in connection therewith as if such Loan were being prepaid by the Borrower pursuant to Section 2.05(1)(a) at the time of such
assignment and delegation) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of such prepayment premium and all other amounts);


 


(iii)
         such Lender being replaced pursuant to this Section 3.07 shall (I) execute
and deliver an Assignment and Assumption with respect to all, or a portion, as applicable, of such Lender’s Commitment and
outstanding Loans and participations in L/C Obligations and Swing Line Loans and (II) deliver any Notes evidencing such Loans
to the Borrower or Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) (or
a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment
and Assumption or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such
assignment shall be recorded in the Register and the Notes shall be deemed to be canceled upon such failure;


 


(iv)
         the Eligible Assignee shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with
respect to such assigned Loans, Commitments and participations, except with respect to indemnification and confidentiality provisions
under this Agreement, which shall survive as to such assigning Lender;


 


(v)          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;


 


(vi)

         such assignment does not conflict with applicable Laws;


 


(vii)
        any Lender that acts as an Issuing Bank may not be replaced hereunder at any time when
it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including
the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to
such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral Account in amounts and pursuant to arrangements
reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit; and




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(viii)

       the Lender that acts as Administrative Agent or Priority Revolving Agent cannot be replaced in its respective capacity as Administrative
Agent or Priority Revolving Agent other than in accordance with Section 9.11, or


 


(b)
terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (i) in the case of a Lender (other than an Issuing
Bank), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender
as of such termination date (including any “prepayment premium” pursuant to Section 2.18 that would otherwise
be owed to such Lender in connection therewith) and (ii) in the case of an Issuing Bank, repay all Obligations of the Borrower
owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and
Cash Collateralize, cancel or backstop, or provide for the deemed reissuance under another facility, on terms satisfactory to
such Issuing Bank any Letters of Credit issued by it; provided that in the case of any such termination of the Commitment
of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption
of the applicable consent, waiver or amendment of the Loan Documents and such termination shall, with respect to clause (3)
above, be in respect of all of its interests, rights and obligations with respect to the Class of Loans or Commitments that
is the subject of the related consent, waiver and amendment.


 


In
the event that (1) the Borrower or the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving
Agent) has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any
amendment thereto, (2) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders
or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and (3) the Required
Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does
not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


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.


 


SECTION
3.08 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent or Priority Revolving Agent.


 


Article
IV


 


Conditions
Precedent to Credit Extensions


 


SECTION
4.01 Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder
on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between
the Borrower, the Priority Revolving Agent and the Administrative Agent:


 


(1)         The
Priority Revolving Agent’s and Administrative Agent’s receipt of the following, each of which shall be originals,
facsimiles or copies in “.pdf” format (followed promptly by originals) unless otherwise specified, each properly executed
by a Responsible Officer of the signing Loan Party (other than in the case clause (1)(e) and (1)(f) below):


 


(a)
a Committed Loan Notice;



    187


     


    


(b)
executed counterparts of this Agreement and the Guaranty;


 


(c)
each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such
schedule, duly executed by each Loan Party that is party thereto;


 


(d)
subject to Section 6.12(2):


 


(i)           certificates,
if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ wholly owned
Material Domestic Subsidiaries that are Restricted Subsidiaries accompanied by undated stock powers executed in blank; and


 


(ii)
          evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative
Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been
provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have
been made;


 


(e)
certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such
concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other
certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached
thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party
on the Closing Date;


 


(f)
a customary (i) legal opinion from Davis Polk & Wardwell LLP, counsel to the Loan Parties, (ii) local counsel legal opinion
from Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel to the applicable Loan Parties, (iii) local counsel legal opinion
from Foley & Lardner LLP, Florida counsel to the applicable Loan Parties, (iv) local counsel legal opinion from Keating Muething
 & Klekamp PLL, Illinois counsel to the applicable Loan Parties and (v) local counsel legal opinion from Arent Fox LLP, District
of Columbia counsel to the applicable Loan Parties;


 


(g)
a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(5) has been satisfied;
and


 


(h)
a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the
form attached hereto as Exhibit I;


 


provided,
however, that with respect to the requirements set forth in clause (1)(d)(i) (other than (i) with respect to the
Borrower or (ii) to the extent such certificate has been delivered by the Company on or prior to the Closing Date) above, such
certificates, if the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates
in respect of clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation
of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate
is not delivered on the Closing Date, the Borrower shall provide such certificate not later than 90 days after the Closing Date
(subject to extensions by the Administrative Agent, not to be unreasonably withheld)).



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(2)         The
Initial Lenders shall have received (a) the Annual Financial Statements, (b) the Quarterly Financial Statements and (c) the Pro
Forma Financial Statements; provided that the Initial Lenders hereby acknowledge receipt of each of the foregoing Annual
Financial Statements and Quarterly Financial Statements.


 


(3)         The
Administrative Agent and the Priority Revolving Agent shall have received at least two (2) Business Days prior to the Closing
Date all documentation and other information in respect of the Borrower and the Guarantors (including, if the Borrower qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect
of the Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations (including
the USA PATRIOT Act and Beneficial Ownership Regulations) that has been reasonably requested in writing by it at least ten (10)
Business Days prior to the Closing Date.


 


(4)         The
Administrative Agent and, if any Priority Revolving Loans are to be issued on the Closing Date, the Priority Revolving Agent and,
if any Letter of Credit is to be issued on the Closing Date, the relevant Issuing Bank, shall have received a Request for Credit
Extension in accordance with the requirements hereof.


 


(5)         The
Specified Representations shall be true and correct in all material respects on the Closing Date (unless such Specified Representations
relate to an earlier date, in which case, such Specified Representations shall be true and correct in all material respects as
of such earlier date).


 


(6)         The
Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date, but only
to the extent that the Buyer (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to
terminate its (or such Affiliates’) obligations under the Acquisition Agreement, or to decline to consummate the Acquisition
(in each case, in accordance with the terms thereof) as a result of a breach of such Specified Acquisition Agreement Representations.


 


(7)         Since
the date of the Acquisition Agreement, there shall not have been or occurred any Closing Date Material Adverse Effect.


 


(8)         The
Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing on the
Closing Date, in all material respects in accordance with the terms of the Acquisition Agreement (as in effect on June 19, 2019);
provided that no provision of the Acquisition Agreement (as in effect on June 19, 2019) shall have been amended or waived,
nor shall any consent have been given, by the Buyer or any of its Affiliates in a manner materially adverse to the Lenders (in
their capacity as such) without the consent of the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned;
provided, further, that (a) the Initial Lenders shall be deemed to have consented to such waiver, amendment or consent
unless they shall object thereto within three (3) Business Days after receipt of written notice of such waiver, amendment or consent,
(b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed
to be materially adverse to the Lenders to the extent (i) it is first applied to reduce the Equity Contribution on a dollar-for-dollar
basis until the amount of the Equity Contribution is equal to the 35.0% of the Funded Capitalization and (ii) thereafter, after
giving effect to the application of the reduction of the purchase price in clause (i) above, on a pro rata basis
to the Equity Contribution and the aggregate Closing Date Term Loan Commitments, (c) any amendment, waiver or consent which results
in an increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders so long as such
increase is funded with an increase in the Equity Contribution or Borrowings under the Closing Date Revolving Facility (to the
extent permitted under this Agreement) and (d) any change to the definition of Closing Date Material Adverse Effect shall be deemed
materially adverse to the Lenders and shall require the consent of the Initial Lenders (not to be unreasonably withheld, delayed,
denied or conditioned), provided that the Initial Lenders shall be deemed to have consented to such change unless they
shall object thereto within two (2) business days after receipt of written notice of such change.




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(9)         The
Equity Contribution shall have been consummated, or shall be consummated substantially concurrently with the Borrowing of the
Closing Date Term Loans on the Closing Date.


 


(10)       All
fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date
(except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on the Closing Date shall have been paid,
or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.


 


(11)       The
Closing Date Refinancing shall have been consummated or, substantially concurrently with the borrowing of the Closing Date Term
Loans, shall be consummated.


 


Without
limiting the generality of the provisions of the last paragraph of Section 9.03, 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.


 


SECTION
4.02 Conditions to Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar
Rate Loans or a Borrowing pursuant to any Incremental Amendment) after the Closing Date is subject to the following conditions
precedent:


 


(1)         The
representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in
all material respects on and as of the date of such Credit Extension; provided that to the extent that such representations
and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier
date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all
respects on such respective dates.


 


(2)         No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.


 


(3)         No
Priority Revolving Facility Trigger Event Notice has been delivered by the Priority Revolving Agent to the Borrower and the Administrative
Agent (other than any such Priority Revolving Facility Trigger Event Notice that has been withdrawn by the Priority Revolving
Agent).


 


(4)         The
Administrative Agent, the Priority Revolving Agent, the relevant Issuing Bank or the Swing Line Lender (as applicable) shall have
received a Request for Credit Extension in accordance with the requirements hereof.




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(5)         Each
Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation
of Eurodollar Rate Loans or a Borrowing pursuant to an Incremental Amendment) submitted by the Borrower after the Closing Date
shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(1), 4.02(2) and
4.02(3) have been satisfied on and as of the date of the applicable Credit Extension.


 


In
addition, solely to the extent the Borrower has delivered to the Administrative Agent a Notice of Intent to Cure pursuant to Section
8.04, no request for a Credit Extension shall be honored after delivery of such notice until the applicable Cure Amount specified
in such notice is actually received by the Borrower. For the avoidance of doubt, the preceding sentence shall have no effect on
the continuation or conversion of any Loans outstanding.


 


Article
V 


 


Representations
and Warranties


 


The
Borrower and, in respect of Sections 5.01, 5.02, 5.04, 5.06, 5.13 and 5.17 only, Holdings,
represent and warrant to the Administrative Agent, the Priority Revolving Agent and the Lenders, after giving effect to the Transactions,
at the time of each Credit Extension (solely to the extent required to be true and correct for such Credit Extension pursuant
to Article IV or Section 2.14, as applicable); provided that, on the Closing Date, the only representations
and warranties made under this Article V shall be the Specified Representations:


 


SECTION
5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its respective Restricted Subsidiaries
that is a Material Subsidiary:


 


(1)         is
a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation
or organization (to the extent such concept exists in such jurisdiction),


 


(2)         has
all corporate or other organizational power and authority to (a) own or lease its assets and carry on its business as currently
conducted and (b) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which
it is a party,


 


(3)
         is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business as currently conducted requires such qualification,


 


(4)         is
in compliance with all applicable Laws orders, writs, injunctions and orders (including with the United States Foreign Corrupt
Practices Act of 1977 (the “FCPA”) and the USA PATRIOT Act), and


 


(5)         has
all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted,


 


except,
in each case referred to in the preceding clauses (1) (with respect to the good standing of a Person other than the Borrower),
(2)(a), (3), (4) or (5), to the extent that failure to do so would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.




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SECTION
5.02 Authorization; No Contravention.


 


(1)         The
execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized
by all necessary corporate or other organizational action.


 


(2)         None
of the execution, delivery and performance by each Loan Party of each Loan Document, and in the case of clause (a) below,
the incurrence of Indebtedness and granting of security interests and guarantees thereunder, as applicable, to which such Person
is a party will:


 


(a)         contravene
the terms of any of such Person’s Organizational Documents,


 


(b)        
result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Person or any
of the Restricted Subsidiaries (other than as permitted by Section 7.01) under, (i) any material Contractual Obligation
evidencing Indebtedness having an aggregate principal amount in excess of the Threshold Amount to which such Loan Party is a party
or affecting such Loan Party or the properties of such Loan Party or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Loan Party or its property is subject, or


 


(c)         violate
any applicable Law,


 


except
with respect to any breach, contravention or violation (but not creation of Liens) referred to in the preceding clause (b)
or (c), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


SECTION
5.03 Governmental Authorization. No material approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for:


 


(1)         filings
and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties,


 


(2)         the
approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made
and are in full force and effect (except to the extent not required to be obtained, taken, given or made or not required to be
in full force and effect pursuant to the Collateral and Guarantee Requirement), and


 


(3)         those
approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION
5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party
that is party hereto or thereto, as applicable. Each Loan Document constitutes a legal, valid and binding obligation of each Loan
Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability
may be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair dealing.


 




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SECTION
5.05 Financial Statements; No Material Adverse Effect.


 


(1)         (a)
The Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects (with respect to
each of clause (i) of the definition of “Annual Financial Statements” and the Quarterly Financial Statements) the
financial condition of Convey Health Solutions, Inc. and its Subsidiaries and (with respect to clause (ii) of the definition of
 “Annual Financial Statements”) the financial condition of the Company (or its predecessor company) and its Subsidiaries,
in each case, as of the date(s) thereof and their results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the periods covered thereby, (i) except as otherwise expressly noted therein and (ii) subject,
in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes.


 


(b)         The
Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared
in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and presents
fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries for
the period covered thereby.


 


(2)         Since
the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably
be expected to have a Material Adverse Effect.


 


(3)         The
forecasts of consolidated statements of income of the Borrower and its Subsidiaries for each fiscal year ending after the Closing
Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to
the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which
assumptions were believed to be reasonable at the time made and at the time the forecasts are delivered, it being understood that:


 


(a)
no forecasts are to be viewed as facts,


 


(b)
all forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties
or the Investor,


 


(c)
no assurance can be given that any particular forecasts will be realized, and


 


(d)
actual results may differ and such differences may be material.


 


SECTION
5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower,
overtly threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings,
the Borrower or any of the Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.07 Labor Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect: (1) there are no strikes or other labor disputes against the Borrower or the Restricted Subsidiaries pending or, to the
knowledge of the Borrower, threatened in writing and (2) hours worked by and payment made based on hours worked to employees of
each of the Borrower or the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
Laws dealing with wage and hour matters.




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SECTION
5.08 Ownership of Property; Liens. Each Loan Party and each of its respective Restricted Subsidiaries has good and valid
record title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real
property necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted by Section
7.01 and except where the failure to have such title or other interest would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


SECTION
5.09 Environmental Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect: (1) each Loan Party and each of its Restricted Subsidiaries and their respective operations and properties is
in compliance with all applicable Environmental Laws; (2) none of the Loan Parties or any of their respective Restricted Subsidiaries
is subject to any pending or, to the knowledge of the Borrower, threatened Environmental Liability; and (3) none of the Loan Parties
or any of their respective Restricted Subsidiaries has treated, stored, transported or Released Hazardous Materials at or from
any currently, to the knowledge of the Borrower, or formerly owned, leased or operated real estate or facility which could reasonably
be expected to give rise to any Environmental Liability.


 


SECTION
5.10 Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, each Loan Party and each of its Restricted Subsidiaries has timely filed all tax returns and reports required
to be filed, and have timely paid all Taxes (including satisfying its withholding tax obligations) levied or imposed on their
properties, income or assets (whether or not shown in a tax return), except those which are being contested in good faith by appropriate
actions diligently taken and for which adequate reserves have been provided in accordance with GAAP. There is no proposed Tax
assessment, deficiency or other claim against any Loan Party or any of its Restricted Subsidiaries except (1) those being actively
contested by a Loan Party or such Restricted Subsidiary in good faith and by appropriate actions diligently taken and for which
adequate reserves have been provided in accordance with GAAP or (2) those which would not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.


 


SECTION
5.11 ERISA Compliance.


 


(1)         Except
as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan
is in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws.


 


(2)         (a)
No ERISA Event has occurred or is reasonably expected to occur and (b) none of the Loan Parties or any of their respective ERISA
Affiliates has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each
of the foregoing clauses of this Section 5.11(2), as would not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect.


 


(3)         Except
where non-compliance or the incurrence of an obligation would not reasonably be expected to result in a Material Adverse Effect,
(a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Laws,
and (b) none of Holdings, the Borrower or any Restricted Subsidiary has incurred any obligation in connection with the termination
of or withdrawal from any Foreign Plan.




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SECTION
5.12 Subsidiaries.


 


(1)         As
of the Closing Date, after giving effect to the Transactions, all of the outstanding Equity Interests in the Borrower and its
Restricted Subsidiaries have been validly issued and are fully paid and (if applicable) non-assessable, and all Equity Interests
that constitute Collateral owned by Holdings in the Borrower, and by the Borrower or any Subsidiary Guarantor in any of their
respective Subsidiaries are owned free and clear of all Liens of any person except (a) those Liens created under the Collateral
Documents and (b) any non-consensual Lien that is permitted under Section 7.01.


 


(2)         As
of the Closing Date, after giving effect to the Transactions, Schedule 5.12 sets forth:


 


(a)         the
name and jurisdiction of organization of each Subsidiary, and


 


(b)
         the ownership interests of Holdings in the Borrower and of the Borrower and any Subsidiary of the Borrower in each Subsidiary,
including the percentage of such ownership.


 


SECTION
5.13 Margin Regulations; Investment Company Act.


 


(1)         No
Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying Margin Stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the
United States), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings
will be used for any purpose that violates Regulation U.


 


(2)         No
Loan Party is required to be registered as an “investment company” under the Investment Company Act of 1940.


 


SECTION
5.14 Disclosure. As of the Closing Date (with respect to information provided by or relating to the Company and its Subsidiaries,
to the best of the Borrower’s knowledge), none of the written information and written data heretofore or contemporaneously
furnished in writing by or on behalf of the Borrower or any Subsidiary Guarantor to any Agent or any Lender on or prior to the
Closing Date in connection with the Transactions, when taken as a whole, contains any material misstatement of fact or omits to
state any material fact necessary to make such written information and written data taken as a whole, in the light of the circumstances
under which it was delivered, not materially misleading (after giving effect to all modifications and supplements to such written
information and written data, in each case, furnished after the date on which such written information or such written data was
originally delivered and prior to the Closing Date); it being understood that for purposes of this Section 5.14, such written
information and written data shall not include any projections, pro forma financial information, financial estimates, forecasts
and forward-looking information or information of a general economic or general industry nature.


 


SECTION
5.15 Intellectual Property; Licenses, etc. The Borrower and the Restricted Subsidiaries have good and marketable title
to, or a license or right to use, all patents, trademarks, service marks, trade names, copyrights, know-how, trade secrets and
other intellectual property rights (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably
necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such rights,
either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge
of the Borrower, the operation of the respective businesses of the Borrower or any Restricted Subsidiary of the Borrower as currently
conducted does not infringe upon, dilute, misappropriate or violate any IP Rights held by any Person except for such infringements,
dilutions, misappropriations or violations, individually or in the aggregate, that would not reasonably be expected to have a
Material Adverse Effect. No claim or litigation regarding any IP Rights is pending or, to the knowledge of the Borrower, threatened
in writing against any Loan Party or Restricted Subsidiary, that, either individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.




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SECTION
5.16 Solvency. On the ClosingAmendment No.
1 Effective Date after giving effect to the TransactionsAmendment
No. 1 and the 2020 Incremental Term Loans, the Borrower and the Subsidiaries, on a consolidated basis, are Solvent.


 


SECTION
5.17 USA PATRIOT Act; Anti-Terrorism Laws. To the extent applicable, each of the Borrower and the Restricted Subsidiaries
are in compliance, in all material respects, with (1) the USA PATRIOT Act and (2) the Trading with the Enemy Act, as amended,
and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V,
as amended) and any other applicable enabling legislation or executive order relating thereto. Neither Holdings, the Borrower
nor any Restricted Subsidiary nor, to the knowledge of the Borrower, any director, officer or employee of Holdings, the Borrower
or any of the Restricted Subsidiaries, is currently the subject of any sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”) (such sanctions, “Sanctions”). No proceeds
of the Loans will be used by Holdings, the Borrower or any Restricted Subsidiary directly or, to the knowledge of the Borrower,
indirectly, in violation of the FCPA or the USA PATRIOT ACT, or for the purpose of financing activities of or with any Person,
or in any country, that, at the time of such financing, is the subject of any Sanctions, except to the extent licensed or otherwise
approved by OFAC.


 


SECTION
5.18 Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to limitations
set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings
and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral
Agent of any Pledged Collateral required to be delivered pursuant hereto or the applicable Collateral Documents), are effective
to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid, perfected and enforceable first
priority Lien (subject to Liens permitted by Section 7.01 and to any applicable Intercreditor Agreement) on all right,
title and interest of the respective Loan Parties in the Collateral described therein.


 


Notwithstanding
anything herein (including this Section 5.18) or in any other Loan Document to the contrary, no Loan Party makes any representation
or warranty as to (1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security
interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with
respect thereto, under foreign Law, (2) the pledge or creation of any security interest, or the effects of perfection or non-perfection,
the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection
or priority is not required pursuant to the Collateral and Guarantee Requirement, (3) on the Closing Date and until required pursuant
to Section 4.01, 6.11 or 6.12, the pledge or creation of any security interest, or the effects of perfection
or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing
Date pursuant to Section 4.01 or (4) any Excluded Assets.




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Article
VI


 


Affirmative
Covenants


 


So
long as the Termination Conditions have not been satisfied, the Borrower shall (and, with respect to Sections 6.05(1) and
6.11 only, Holdings shall), and shall (except in the case of the covenants set forth in Sections 6.01, 6.02
and 6.03) cause each of the Restricted Subsidiaries to:


 


SECTION
6.01 Financial Statements. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent
to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in Section
6.02) each of the following:


 


(1)         within
one hundred fifty (150) days after the end of the fiscal year of the Borrower ending December 31, 2019 and within one hundred
twenty (120) days after the end of each fiscal year of the Borrower ending thereafter, a consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income and cash flows for such
fiscal year, together with related notes thereto, setting forth in each case (commencing with the fiscal year ending December
31, 2021), in comparative form the figures for the previous fiscal year, in reasonable detail and all prepared in accordance with
GAAP, audited and accompanied by a report and opinion of Grant Thornton LLP or an independent registered public accounting firm
of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and
opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification
as to the scope of such audit (except for any such qualification pertaining to, or disclosure of an exception or qualification
resulting from (i) the maturity or impending maturity of any Indebtedness, (ii) any anticipated inability to satisfy the Financial
Covenant or any other financial covenant, (iii) an actual Default of the Financial Covenant or (iv) the activities, operations,
financial results, assets or liabilities of Unrestricted Subsidiaries) but may contain a “going concern” explanatory
paragraph or like statement (such report and opinion, a “Conforming Accounting Report”);


 


(2)         (x)
within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or, solely
for the fiscal quarters ending September 30, 2019 and March 31, 2020, within seventy-five (75) days after the end of such fiscal
quarter), a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related
(a) consolidated statement of income for such fiscal quarter and for the portion of the fiscal year then ended and (b) consolidated
statement of cash flows for the portion of the fiscal year then ended, setting forth, commencing with the fiscal quarter ending
March 31, 2021, in each case of the preceding clauses (a) and (b), in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, accompanied by an Officer’s
Certificate stating that such financial statements fairly present in all material respects the financial condition, results of
operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and
the absence of footnotes and (y) within sixty (60) days after the end of the fourth fiscal quarter of each fiscal year of the
Borrower (or, solely for the fiscal quarter ending December 31, 2019, within seventy-five (75) days after the end of such fiscal
quarter), an unaudited management report in a form customarily prepared by management of the Borrower;


 


(3)         within
one hundred fifty (150) days after the end of the fiscal year of the Borrower ending December 31, 2019 and within one hundred
twenty (120) days after the end of each fiscal year of the Borrower ending thereafter, a consolidated budget for the immediately
subsequent fiscal year in a form customarily prepared by management of the Borrower with regard to the Borrower and its Subsidiaries,
which budget shall be prepared in good faith on the basis of assumptions believed to be reasonable at the time of preparation
of such budget (it being understood that any projections contained therein are not to be viewed as facts, are subject to significant
uncertainties and contingencies, many of which are beyond the control of the Loan Parties and that no assurance can be given that
any particular projections will be realized, that actual results may differ and that such differences may be material); provided
that the requirements of this Section 6.01(3) shall not apply at any time following the consummation of the first public
offering of the Borrower’s common equity or the common equity of any Parent Company after the Closing Date;




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(4)         simultaneously
with the delivery of each set of consolidated financial statements referred to in Sections 6.01(1) and 6.01(2)(x),
the related unaudited (it being understood that such information may be audited at the option of the Borrower) consolidating financial
statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated
financial statements; and


 


(5)         quarterly,
at a time mutually agreed with the Administrative Agent that is promptly after the delivery of the information required pursuant
to Sections 6.01(1) and 6.01(2)(x) above, commencing with the delivery of information with respect to the fiscal
quarter ending September 30, 2019, to participate in a conference call for Lenders to discuss the financial position and results
of operations of the Borrower and its Subsidiaries for the fiscal quarter or fiscal year, as applicable, for which financial statements
have been delivered; provided that if the Borrower holds a conference call open to the public or holders of any public
securities to discuss the financial position and results of operations of the Borrower and its Subsidiaries for the most recently
ended fiscal quarter or fiscal year, as applicable, for which financial statements have been delivered pursuant to Sections
6.01(1) and 6.01(2) above, such conference call (for the avoidance of doubt, including if such conference call that
is open to the public only pertains to matters distributed to or available to “public” Lenders) will be deemed to
satisfy the requirements of this Section 6.01(5) so long as the Lenders are provided access to such conference call and
the ability to ask questions thereon.


 


Notwithstanding
the foregoing, the obligations referred to in Sections 6.01(1) and 6.01(2) may be satisfied with respect to financial
information of the Borrower and its Subsidiaries by furnishing (a) the applicable financial statements of any Parent Company or
(b) the Borrower’s or such Parent Company’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); provided that with respect to each
of the preceding clauses (a) and (b), (i) to the extent such information relates to a Parent Company of the Borrower,
if and so long as such Parent Company has Independent Assets or Operations, such information is accompanied by consolidating information
(which need not be audited) that explains in reasonable detail the differences between the information relating to such Parent
Company and its Independent Assets or Operations, on the one hand, and the information relating to the Borrower and the consolidated
Restricted Subsidiaries on a stand-alone basis, on the other hand and (ii) to the extent such information is in lieu of information
required to be provided under Section 6.01(1) (it being understood that such information may be audited at the option of
the Borrower), such materials are accompanied by a Conforming Accounting Report.


 


Any
financial statements required to be delivered pursuant to Sections 6.01(1) or 6.01(2) shall not be required to contain
all purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder to the extent
it is not practicable to include any such adjustments in such financial statements.




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SECTION
6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative
Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this
Section 6.02):


 


(1)         no
later than five (5) days after the delivery of the financial statements referred to in Section 6.01(1) (commencing with
such delivery for the fiscal year ending December 31, 2019) and Section 6.01(2)(x) (commencing with such delivery for the
fiscal quarter ending September 30, 2019), a duly completed Compliance Certificate signed by a Financial Officer of the Borrower
or Holdings;


 


(2)         promptly
after the same are publicly available, copies of all special reports and registration statements which Holdings, the Borrower
or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any
national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration
statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement
and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative
Agent pursuant to any other clause of this Section 6.02;


 


(3)         promptly
after the furnishing thereof, copies of any notices of default to any holder of any class or series of debt securities of any
Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount (in each case, other than in connection
with any board observer rights) and not otherwise required to be furnished to the Administrative Agent pursuant to any other clause
of this Section 6.02;


 


(4)         together
with the delivery of the Compliance Certificate with respect to the financial statements referred to in Section 6.01(1),
(a) a report setting forth the information required by Section 1(a) of the Perfection Certificate (or confirming that there has
been no change in such information since the later of the Closing Date or the last report delivered pursuant to this clause
(a)) and (b) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted
Subsidiary as of the date of delivery of such list or a confirmation that there is no change in such information since the later
of the Closing Date and the last such list; and


 


(5)         promptly,
but subject to the limitations set forth in Section 6.10 and Section 10.09, such additional information regarding
the business and financial affairs of any Loan Party or any Material Subsidiary that is a Restricted Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any
Lender reasonably request in writing from time to time.


 


Documents
required to be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and, if so
delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link
thereto, on the Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule
10.02 hereto (or as such address may be updated from time to time in accordance with Section 10.02); or (b) on which
such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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 (i) upon written request by the Administrative Agent, the Borrower will deliver paper copies of such
documents to the Administrative Agent for further distribution by the Administrative Agent to each Lender (subject to the limitations
on distribution of any such information to Public Lenders as described in this Section 6.02) until a written request to
cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile
or electronic mail) the Administrative Agent of the posting of any such documents or link and, upon the Administrative Agent’s
request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each
Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents
from the Administrative Agent and maintaining its copies of such documents.



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The
Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials
or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)
by posting the Borrower Materials on Intralinks, SyndTrak, ClearPar or another similar electronic system (the “Platform”)
and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to Holdings, their Subsidiaries
or their respective securities that is not Public-Side Information, and who may be engaged in investment and other market-related
activities with respect to such Person’s securities (each, a “Public Lender”).


 


The
Borrower hereby agrees that (a) at the Administrative Agent’s request, all Borrower Materials that are to be made available
to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC”
will appear prominently on the first page thereof; (b) by marking Borrower Materials “PUBLIC,” the Borrower will be
deemed to have authorized the Administrative Agent, the Lenders and the Issuing Banks to treat such Borrower Materials as containing
only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information,
they will be treated as set forth in Section 10.09); (c) all Borrower Materials marked “PUBLIC” and, except
to the extent the Borrower notifies the Administrative Agent to the contrary, any Borrower Materials provided pursuant to Sections
6.01(1), 6.01(2)(x) or 6.02(1) are permitted to be made available through a portion of the Platform designated
as “Public Side Information”; and (d) the Administrative Agent and the Arrangers shall be entitled to treat
Borrower Materials that are not specifically identified as “PUBLIC” as being suitable only for posting on a portion
of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be
under no obligation to mark the Borrower Materials “PUBLIC.”


 


Anything
to the contrary notwithstanding, nothing in this Agreement will require Holdings, the Borrower or any Subsidiary to
disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or
other matter, or provide information (a) that constitutes non-financial trade secrets or non-financial proprietary
information, (b) in respect of which disclosure is prohibited by Law or binding agreement or (c) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Borrower does
not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this
paragraph relating to violation of any obligation of confidentiality, the Borrower shall use commercially reasonable efforts
to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but
solely if providing such notice would not violate such obligation of confidentiality).


 


SECTION
6.03 Notices. Promptly after a Responsible Officer obtains actual knowledge thereof, notify the Administrative Agent for
prompt further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such
information to Public Lenders as described in Section 6.02) of:


 


(1)         the
occurrence of any Default; and




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(2)         (a)
any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (b)
the filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of
its Subsidiaries, including pursuant to any applicable Environmental Laws or in respect of IP Rights, (c) the occurrence of any
violation by any Loan Party or any of its Subsidiaries of, or liability under, any Environmental Law or (d) the occurrence of
any ERISA Event that, in any such case referred to in clauses (a), (b), (c) or (d) of this Section
6.03(2), has resulted or would reasonably be expected to result in a Material Adverse Effect.


 


Each
notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower
(a) that such notice is being delivered pursuant to Section 6.03(1) or (2) (as applicable) and (b) setting forth
details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect
thereto.


 


SECTION
6.04 Payment of Obligations. Timely pay, discharge or otherwise satisfy, as the same shall become due and payable, all
of its obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its property,
except, in each case, to the extent (1) any such Tax is being contested in good faith and by appropriate actions for which appropriate
reserves have been established in accordance with GAAP or (2) the failure to pay or discharge the same would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.


 


SECTION
6.05 Preservation of Existence, etc.


 


(1)         Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization;
and


 


(2)         take
all reasonable action to obtain, preserve, renew and keep in full force and effect its rights, licenses, permits, privileges,
franchises and IP Rights material to the conduct of its business,


 


except
in the case of clause (1) or (2) to the extent (other than with respect to the preservation of the existence of the Borrower)
that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or
pursuant to any merger, consolidation, liquidation, dissolution or disposition permitted by Article VII.


 


SECTION
6.06 Maintenance of Properties. Except if the failure to do so would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of its material properties and equipment used
in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or
condemnation excepted and any repairs and replacements that are the obligation of the owner or landlord of any property leased
by the Borrower or any of the Restricted Subsidiaries excepted.




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SECTION
6.07 Maintenance of Insurance. Maintain with insurance companies that the Borrower believes (in the good faith judgment
of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive
Insurance Subsidiary, insurance with respect to the Borrower’s and the Restricted Subsidiaries’ 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 (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of the
management of the Borrower) is reasonable and prudent in light of the size and nature of their business) as are customarily carried
under similar circumstances by such other Persons, and will furnish to the Lenders, upon written request from the Administrative
Agent, information presented in reasonable detail as to the insurance so carried; provided that notwithstanding the foregoing,
in no event will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive
than its normal course of practice. Subject to Section 6.12(2), each such policy of insurance will, as appropriate, (1)
in the case of each general liability policy, name the Collateral Agent, on behalf of the Secured Parties, as an additional insured
thereunder as its interests may appear or (2) in the case of each casualty insurance policy, contain an additional loss payable
clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the additional loss payee thereunder.


 


SECTION
6.08 Compliance with Laws. Comply with the requirements of all Laws (including the USA PATRIOT Act, the FCPA and Sanctions)
and comply with all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or
property, except, in each case, if the failure to comply therewith would not reasonably be expected individually or in the aggregate
to have a Material Adverse Effect.


 


SECTION
6.09 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in
all material respects shall be made of all material financial transactions and matters involving the assets and business of the
Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries may
maintain individual books and records in conformity with generally accepted accounting principles in their respective countries
of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).


 


SECTION
6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect
any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom
and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (subject to
such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable
times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided that only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and
the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence
of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when
an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of
the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The
Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent
public accountants. Any information obtained by the Administrative Agent pursuant to this Section 6.10 may be shared with the
Collateral Agent, the Priority Revolving Agent or any Lender upon the request of such Person. For the avoidance of doubt, this
Section 6.10 is subject to the last paragraph of Section 6.02.




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SECTION
6.11 Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of
the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or
reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement
continues to be satisfied, including (in each case, as applicable, subject to the Excluded Subsidiary Joinder Exception):


 


(1)         (x)
upon (i) the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (including upon
the formation of any Material Domestic Subsidiary that is a Divided LLC) (other than any Excluded Subsidiary) by any Loan Party,
(ii) the designation of any existing direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary)
as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Material Domestic
Subsidiary or (iv) an Excluded Subsidiary that is a wholly owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary
but continuing as a wholly owned Material Domestic Subsidiary of the Borrower, (y) upon the acquisition of any material assets
by the Borrower or any Subsidiary Guarantor (other than Excluded Assets) or (z) with respect to any Subsidiary at the time it
becomes a Loan Party, for any assets (other than Excluded Assets) held by such Subsidiary (in each case, other than assets constituting
Collateral under a Collateral Document that become subject to the Lien created by such Collateral Document upon acquisition thereof
(without limitation of the obligations to perfect such Lien): within 75 days (or such later date as the Collateral Agent may agree)
after the event giving rise to the obligation under this Section 6.11(1):


 


(a)
cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee
Requirement to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent may reasonably request
from time to time in order to carry out more effectively the purposes of the Guaranty and the Collateral Documents and


 


(b)
cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and
Guarantee Requirement to duly execute and deliver to the Collateral Agent any supplements to the Security Agreement, a counterpart
signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents
(if applicable), as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent (consistent
with the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing
Date as amended and in effect from time to time), in each case granting and perfecting Liens required by the Collateral and Guarantee
Requirement;


 


(c)
cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and
Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are
required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank and, if applicable, a joinder to the Intercompany Note substantially in the form of
Annex I thereto with respect to the intercompany Indebtedness held by such Material Domestic Subsidiary and required to be pledged
pursuant to the Collateral Documents;


 


(d)
take and cause (I) the applicable Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the
Collateral and Guarantee Requirement and (II) to the extent applicable, each direct or indirect parent of such applicable Material
Domestic Subsidiary, in each case, to take customary action(s) (including the filing of Uniform Commercial Code financing statements
and delivery of stock and membership interest certificates to the extent certificated) as may be necessary in the reasonable opinion
of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it)
valid and perfected (subject to Liens permitted by Section 7.01 and to any applicable Intercreditor Agreement) Liens required
by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such
enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is
sought in equity or at law); and




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(e)
upon the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of a customary
Opinion of Counsel, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable
to the Administrative Agent as to such matters set forth in this Section 6.11(1) as the Administrative Agent may reasonably
request.


 


(2)         Notwithstanding
anything to the contrary in this Section 6.11, the Collateral Agent may grant one or more extensions of time from any time
period set forth herein or grant one or more waivers for the taking of or causing any action, delivering or furnishing any notice,
information, documents, insurance or opinions or for the creation and perfection of any Liens in its reasonable discretion and
any such extensions or waivers may, in the sole discretion of the Collateral Agent, be effective retroactively.


 


SECTION
6.12 Further Assurances and Post-Closing Covenant.


 


(1)         Subject
to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in
each case at the expense of the Borrower, promptly upon reasonable request from time to time by the Administrative Agent or the
Collateral Agent or as may be required by applicable Laws (a) correct any material defect or error that may be discovered in the
execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral
and (b) do, execute, acknowledge, deliver, record, re-record, file, re- file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request
from time to time in order to satisfy the Collateral and Guarantee Requirement.


 


(2)         As
promptly as practicable, and in any event no later than ninety (90) days after the Closing Date or such later date as the Administrative
Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Closing Date, deliver
the documents or take the actions specified in Schedule 6.12(2), in each case except to the extent otherwise agreed by
the Collateral Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement.”


 


SECTION
6.13 Use of Proceeds. The proceeds of (1) (x) the Closing Date Term Loans, together
with the proceeds of the Equity Contribution and any Revolving Loans drawn on the Closing Date (to the extent permitted under
this Agreement) and cash on hand, will be used (a) to repay Indebtedness incurred under the Existing Credit Agreement, together
with any premium and accrued and unpaid interest thereon and any fees and expenses with respect thereto, (b) to pay the Transaction
Consideration, (c) to pay the Transaction Expenses (including to fund OID or upfront fees in connection with the Closing Date
Loans) and (d) to otherwise fund working capital and general corporate purposes and (y) the 2020 Incremental
Term Loans will be used (a) to pay the Pareto Earn-Out Payment and Healthscape Earn-Out Payment, in an aggregate amount not to
exceed the lesser of (X) $25,000,000 and (Y) that amount which would fully satisfy all amounts due and payable during the fiscal
year ended December 31, 2020 with respect to the Pareto Earn-Out Payment and Healthscape Earn-Out Payment, (b) to pay fees
and expenses in connection with Amendment No. 1 and the 2020 Incremental Term Loans and (c) solely to the extent that (i) all
amounts that have or may become due and payable during the fiscal year ended December 31, 2020 under the Pareto Earn-Out Payment
or the Healthscape Earn-Out Payment have been paid and (ii) no disputes are outstanding pursuant to the dispute resolution mechanics
set forth in the applicable agreement governing the Pareto Earn-Out Payment or the Healthscape Earn-Out Payment, for working capital
and general corporate purposes; provided that, for the avoidance of doubt, the proceeds of the 2020 Incremental Term Loans
shall not be used for the making of any payment on Junior Indebtedness, the making of any Restricted Payments (other than pursuant
to Section 7.05(2)(x)) or the making of any Investments pursuant to clause (3), (7), (8), (11), (13), (14), (15), (23), (29) or
(32) of the definition of Permitted Investments and (2) any Revolving Loans will be used (a) on the Closing Date, solely (i) to
fund working capital needs and/or working capital or purchase price adjustments under the Acquisition Agreement, (ii) in an amount
not to exceed $5.0 million, to pay the Transaction Consideration and Transaction Expenses (including to fund OID or upfront fees
in connection with the Closing Date Term Loans) and (iii) to replace, backstop or cash collateralize letters of credit, letters
of guarantee and bankers’ acceptances or to issue other letters of credit, letters of guarantee or bankers’ acceptances
for general corporate purposes on the Closing Date and (b) after the Closing Date, for working capital and general corporate purposes
and for any other purpose not prohibited by the Loan Documents.




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SECTION
6.14 [Reserved].Payment
of Earn-Outs. Each amount due under the Pareto Earn-Out Payment or the Healthscape Earn-Out Payment, in each case during the fiscal
year ended December 31, 2020, shall be paid within ten (10) Business Days of such amount becoming due and payable or, if applicable,
following expiration of any dispute resolution mechanics set forth in the applicable agreement governing the Pareto Earn-Out Payment
or the Healthscape Earn-Out Payment, as applicable, in each case pursuant to the terms of the Pareto Earn-Out Payment or the Healthscape
Earn-Out Payment, respectively.


 


SECTION
6.15 Transactions with Affiliates.


 


(1)
         Not make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”)
involving aggregate payments or consideration in excess of the greater of (a) $5.0 million and (b) 10.0% of Consolidated EBITDA
of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), unless
such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Borrower or the relevant
Restricted Subsidiary than those that would have been obtained at such time in a comparable transaction by the Borrower or such
Restricted Subsidiary with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good
faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction,
such Affiliate Transaction is otherwise fair to the Borrower or such Restricted Subsidiary from a financial point of view.


 


(2)         The
foregoing restriction will not apply to the following:


 


(a)         (i)
transactions between or among the Borrower and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries
or, in any case, any Person that becomes a Restricted Subsidiary as a result of such transaction and (ii) any merger, consolidation
or amalgamation of the Borrower and any Parent Company; provided that such merger, consolidation or amalgamation of the Borrower
is otherwise in compliance with the terms of this Agreement;




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(b)         (i)
Restricted Payments permitted by Section 7.05 (including any transaction specifically excluded from the definition of the
term “Restricted Payments,” including pursuant to the exceptions contained in the definition thereof and the parenthetical
exclusions of such definition, but excluding any Restricted Payment permitted by Section 7.05(2)(n)(vi)), (ii) any Permitted
Investment(s) or any acquisition otherwise permitted hereunder and (iii) Indebtedness permitted by Section 7.02;


 


(c)         (i)
the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses pursuant to
the Management Services Agreement (including any unpaid management, consulting, monitoring, transaction, advisory and other fees,
indemnities and expenses accrued in any prior year) and any termination fees pursuant to the Management Services Agreement, or
any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in
the good faith judgment of the Board of Directors to the Lenders when taken as a whole, as compared to the Management Services
Agreement as in effect on the Closing Date; provided that recurring management or monitoring fees under any such agreement
shall not be paid under this clause (c)(i) during the continuance of an Event of Default under Section 8.01(1) or Section 8.01(6)
with respect to the Borrower (it being understood that any such fees not paid on account of this proviso may be paid on or after
the cure, waiver or cessation of such Event of Default (any such deferred fees paid on or after the cure, waiver or cessation
of such Event of Default, “Catch-Up Management Fees”));


 


(ii)
          the payment of indemnification and similar amounts to, and reimbursement of
expenses to, the Investor and their officers, directors, employees and Affiliates, in each case, approved by, or pursuant to
arrangements approved by, the Board of Directors;


 


(iii)

         payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees,
officers, directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fide business
purposes or in the ordinary course of business or consistent with industry practice;


 


(iv)

        any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or
similar rights with current, former or future officers, directors, employees, managers, consultants and independent contractors
of the Borrower, any Subsidiary or any Parent Company;


 


(v)
         any payment of compensation or other employee compensation, benefit plan or arrangement,
any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers,
consultants and independent contractors of the Borrower, any Subsidiary or any Parent Company;


 


(d)          the
payment of fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided
to, or on behalf of or for the benefit of, present, future or former employees, directors, officers, members of management, consultants
or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted
transferees thereof) of the Borrower, any Parent Company or any Restricted Subsidiary;


 




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(e)          transactions
in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an
Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial
point of view or stating that the terms, when taken as a whole, are not materially less favorable to the Borrower or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted
Subsidiary with a Person that is not an Affiliate of the Borrower on an arm’s-length basis;


 


(f)
           the existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any agreement
as in effect as of the Closing Date, or any amendment thereto or replacement thereof (so long as any such amendment or replacement
is not materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders, when taken as a whole,
as compared to the applicable agreement as in effect on the Closing Date);


 


(g)          the
existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any equity
holders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which
it is a party as of the Closing Date and any amendment thereto and, similar agreements or arrangements that it may enter into
thereafter; provided that the existence of, or the performance by the Borrower or any Restricted Subsidiary of obligations under,
any future amendment to any such existing agreement or arrangement or under any similar agreement or arrangement entered into
after the Closing Date will only be permitted by this clause (g) to the extent that the terms of any such amendment or new agreement
or arrangement are not otherwise materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders,
when taken as a whole, as compared to the original agreement or arrangement in effect on the Closing Date;


 


(h)         
the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction
Expenses;


 


(i)           transactions
with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions
otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent
with industry practice and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted
Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms
at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 


(j)           the
issuance, sale or transfer of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Company to any Person
and the granting and performing of customary rights (including registration rights) in connection therewith, and any contribution
to the capital of the Borrower;


 


(k)          sales
of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified
Securitization Facility and any other transaction effected in connection with a Qualified Securitization Facility or a financing
related thereto;




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(l)           payments
by the Borrower or any Restricted Subsidiary made for any financial advisory, consulting, financing, underwriting or placement
services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which
payments are approved by, or made pursuant to arrangements approved by, a majority of the Board of Directors in good faith;


 


(m)         payments
with respect to Indebtedness, Disqualified Stock and other Equity Interests (and cancellation of any thereof) of the Borrower,
any Parent Company and any Restricted Subsidiary and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary
to any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their
respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Borrower, any of its
Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any equity subscription or equity holder agreement that are, in each case, approved by the Borrower
in good faith; and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and
any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees,
directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment
Affiliates or Immediate Family Members or any permitted transferees thereof) that are, in each case, approved by the Borrower
in good faith;


 


(n)          (i)
investments by Affiliates in securities or Indebtedness of the Borrower or any Restricted Subsidiary (and payment of reasonable
out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the
Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (ii) payments to Affiliates
in respect of securities or Indebtedness of the Borrower or any Restricted Subsidiary contemplated in the foregoing subclause
(i) or that were acquired from Persons other than the Borrower and the Restricted Subsidiaries, in each case, in accordance
with the terms of such securities or Indebtedness;


 


(o)          payments
to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business or consistent
with past practice, industry practice or industry norms (including, any cash management activities related thereto);


 


(p)          payments
by the Borrower (and any Parent Company) and its Subsidiaries pursuant to tax sharing agreements among the Borrower (and any Parent
Company) and its Subsidiaries; provided that in each case the amount of such payments by the Borrower and its Subsidiaries are
permitted under Section 7.05(2)(n);


 


(q)         any
lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any Affiliate of the Borrower, as lessor,
and any transaction(s) pursuant to that lease, which lease is approved by the Board of Directors or senior management of the Borrower
in good faith;




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(r)
           intellectual property licenses or sublicenses in the ordinary course of business or consistent with industry practice;


 


(s)          the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equity holders
of the Borrower or any Parent Company pursuant to any equity holders agreement or registration rights agreement entered into on
or after the Closing Date;


 


(t)          transactions
permitted by, and complying with, Section 7.03 solely for the purpose of (i) reorganizing to facilitate any initial public
offering of securities of the Borrower or any Parent Company, (ii) forming a holding company or (iii) reincorporating the Borrower
in a new jurisdiction;


 


(u)          transactions
undertaken in good faith (as determined by the Board of Directors or certified by senior management of the Borrower in an Officer’s
Certificate) for the purposes of improving the consolidated tax efficiency of the Borrower and its Restricted Subsidiaries and
not for the purpose of circumventing Articles VI and VII of this Agreement; so long as such transactions, when taken
as a whole, do not result in a material adverse effect on the Liens on the Collateral granted by the Loan Parties in favor of
the Secured Parties, when taken as a whole, in each case, as determined in good faith by the Board of Directors or certified by
senior management of the Borrower in an Officer’s Certificate;


 


(v)          (i)
transactions with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary) solely because the Borrower
or any Restricted Subsidiary owns Equity Interests in such Person and (ii) transactions with any Person that is an Affiliate solely
because a director or officer of such Person is a director or officer of the Borrower, any Restricted Subsidiary or any Parent
Company;


 


(w)          (i)
pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (ii) any transactions with an Affiliate in which
the consideration paid consists solely of Equity Interests of the Borrower or a Parent Company;


 


(x)           the
sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Borrower;


 


(y)          investments
by any Investor or Parent Company in securities or Indebtedness of the Borrower or any Guarantor;


 


(z)          payments
in respect of (i) the Obligations (or any Credit Agreement Refinancing Indebtedness) or (ii) other Indebtedness, Disqualified
Stock or Preferred Stock of the Borrower and its Subsidiaries held by Affiliates; provided that such obligations were acquired
by an Affiliate of the Borrower in compliance herewith; and


 


(aa)
        transactions undertaken in the ordinary course of business or consistent with industry
practice pursuant to membership in a purchasing consortium.




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Article
VII


 


Negative
Covenants


 


So
long as the Termination Conditions are not satisfied:


 


SECTION
7.01 Liens. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly,
create, incur or assume any Lien (except any Permitted Lien(s)) that secures obligations under any Indebtedness or any related
guarantee of Indebtedness on any asset or property of the Borrower or any Restricted Subsidiary, or any income or profits therefrom.


 


The
expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of
Indebtedness, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate
of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01.


 


SECTION
7.02 Indebtedness.


 


(1)         The
Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly:


 


(x)          create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur”
and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), or


 


(y)          issue
any shares of Disqualified Stock or permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;


 


provided
that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any
Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares
of Preferred Stock, in each case, if (any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued pursuant to following
clauses (a), (b) and (c), “Permitted Ratio Debt”):


 


(a)         with
respect to Indebtedness secured by Liens on the Collateral on a pari passu basis with the Liens on the Collateral securing the
First Lien Obligations (without regard to control of remedies), the First Lien Net Leverage Ratio for the Test Period preceding
the date on which such Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed
to be incurred) would be no greater than 4.80 to 1.00;


 


(b)         with
respect to Indebtedness that is secured by Liens on the Collateral on a basis that is junior in priority to the Liens on the Collateral
securing the First Lien Obligations (and, for the avoidance of doubt, that has not been incurred pursuant to Section 7.02(1)(c)),
the Secured Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without netting
any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 5.75 to 1.00; or


 




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(c)         with
respect to Indebtedness that is (i) [reserved], (ii) secured by Liens on property that does not constitute Collateral or (iii)
not secured, or any Disqualified Stock or Preferred Stock, in each case, the Total Net Leverage Ratio for the Test Period preceding
the date on which such Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash
received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 6.00 to 1.00,


 


in
each case, determined on a pro forma basis; provided further that


 


		(I)	Permitted
                                         Ratio Debt in the form of Indebtedness (i) shall not mature earlier than the Original
                                         Term Loan Maturity Date and (ii) shall have a Weighted Average Life to Maturity not shorter
                                         than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans outstanding
                                         on the date of incurrence of such Permitted Ratio Debt;



 


		(II)	no
Restricted Subsidiary that does not constitute a Loan Party may incur Permitted Ratio Debt in the form of Indebtedness if, on
a pro forma basis after giving effect thereto, the aggregate outstanding principal amount (in each case, other than Incremental
Amounts) of such Permitted Ratio Debt incurred by Restricted Subsidiaries that are not Loan Parties would exceed the greater of
(x) $21.5 million and (y) 45.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on
a pro forma basis), and



 


		(III)	Permitted
Ratio Debt in the form of term loans secured by the Collateral on a pari passu basis with the Lien securing the First Lien Obligations
(without regard to the control of remedies) shall trigger the MFN Provision solely to the extent the MFN Provision would otherwise
apply if such Permitted Ratio Debt were Incremental Term Loans;



 


provided
that Permitted Ratio Debt may be incurred in the form of a bridge or other interim credit facility intended to be refinanced
or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions”
that satisfy the requirements of clause (I) above following such rollover), in which case, on or prior to the first anniversary
of the incurrence of such “bridge” or other credit facility, clause (I) above shall not prohibit the inclusion of
customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.


 


(2)         The
provisions of Section 7.02(1) will not apply to:


 


(a)
Indebtedness under the Loan Documents (including Incremental Loans, Other Loans, Extended Term Loans, Loans made pursuant to Extended
Revolving Commitments and Replacement Loans);


 


(b)
commercial letters of credit (in each case, for the avoidance of doubt, to the extent constituting Indebtedness) not issued under
the Revolving Facility (and reimbursement and backstop obligations in connection therewith) in an aggregate amount under this
clause (b) not to exceed the available L/C Sublimit at the time incurred (provided that outstanding commercial letters
of credit incurred under this clause (b) shall be deemed to reduce the L/C Sublimit by a corresponding amount);


 


(c)
(i) the incurrence of Indebtedness by the Borrower and any Restricted Subsidiary in existence on the Closing Date (excluding Indebtedness
described in the preceding clauses (a) and (b)); provided that any such item of Indebtedness with an aggregate outstanding
principal amount on the Closing Date in excess of $5.0 million shall be set forth on Schedule 7.02 and (ii) Indebtedness
of the Borrower and any Restricted Subsidiary permitted to be incurred and/or remain outstanding under the Acquisition Agreement;




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(d)
the incurrence of Attributable Indebtedness and Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations)
and Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary and Preferred Stock issued by any Restricted
Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property
(real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through
the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together
with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified
Stock or Preferred Stock incurred or issued and outstanding under this clause (d) at such time, not to exceed the greater
of (I) $14.0 million and (II) 30.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently
ended Test Period (calculated on a pro forma basis);


 


(e)
Indebtedness incurred by the Borrower or any Restricted Subsidiary (i) constituting reimbursement obligations with respect to
letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into,
or relating to obligations or liabilities incurred, in the ordinary course of business or consistent with industry practice, including
in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation
or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance,
completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance
or (ii) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade
creditors or other Persons issued or incurred in the ordinary course of business or consistent with industry practice;


 


(f)
the incurrence of Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification,
adjustment of purchase price, earnouts, other contingent consideration obligations and other deferred purchase price or similar
obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets
or a Subsidiary for the purpose of financing such acquisition;


 


(g)
the incurrence of Indebtedness by the Borrower and owing to a Restricted Subsidiary or the issuance of Disqualified Stock of the
Borrower to a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to any Restricted
Subsidiary); provided that any such Indebtedness for borrowed money owing to a Restricted Subsidiary that is not a Guarantor is
expressly subordinated in right of payment to the Loans to the extent permitted by applicable law; provided further that any subsequent
issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to the Borrower or another
Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted Lien) will be deemed,
in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) or issuance of such
Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (g);


 


(h)
the incurrence of Indebtedness of a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary (or to any Parent
Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary) to the extent not prohibited
by Section 7.05; provided that any such Indebtedness for borrowed money incurred by a Guarantor and owing to a Restricted
Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor
to the extent permitted by applicable law; provided further that any subsequent issuance or transfer of any Capital Stock or any
other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer
of any such Indebtedness (except to the Borrower or a Restricted Subsidiary or any pledge of such Indebtedness constituting a
Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then
outstanding) not permitted by this clause (h);




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(i)
the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to the Borrower or a Restricted Subsidiary
(or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary);
provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted
Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Borrower or another Restricted Subsidiary
or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be
an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock
is then outstanding) not permitted by this clause (i);


 


(j)
the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(k)
the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds
and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by the Borrower
or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto,
in each case in the ordinary course of business or consistent with industry practice, including those incurred to secure health,
safety and environmental obligations;


 


(l)
the incurrence of:


 


(i)          Indebtedness
or issuance of Disqualified Stock of the Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred
Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds,
the fair market value of marketable securities or the fair market value of Qualified Proceeds received by the Borrower since the
Closing Date from the issue or sale of Equity Interests of the Borrower or contributions to the capital of the Borrower, including
through consolidation, amalgamation or merger (in each case, other than proceeds of any Excluded Contribution, the Equity Contribution,
Disqualified Stock or any exercise of the cure right set forth in Section 8.04 and other than proceeds received from the
Borrower or a Restricted Subsidiary) as determined in accordance with clauses (b)(ii) and (b)(iii) of Section
7.05(1) to the extent such net cash proceeds or cash or other property have not been applied pursuant to such clauses to make
Restricted Payments pursuant to Section 7.05(1) or to make Permitted Investments (other than Permitted Investments specified
in clause (1), (2) or (3) of the definition thereof); and


 


(ii)
          Indebtedness or issuance of Disqualified Stock of the Borrower and the incurrence
or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount
or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (l)(ii),
together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the
date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (I) (X)
(A) the greater of (Ax) $15.013.0
million and (B) 32.5y) 28.0% of Consolidated
EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis)
minus (B) that portion of the then-outstanding principal amount of the 2020 Incremental Term Loans that does not exceed
the amount in the immediately preceding clause (X) plus (Y) the greater of (x) $2.0 million and (y) 4.5% of
Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro
forma basis) plus, in each case and without duplication, (II) in the event of any
extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an
amount equal to (A) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock,
and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased
plus (B) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or
documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses
(including original issue discount, upfront fees, underwriting, arrangement and similar fees) incurred in connection with the
issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing,
renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock;




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(m)
the incurrence or issuance by the Borrower of Refinancing Indebtedness or the incurrence or issuance by a Restricted Subsidiary
of Refinancing Indebtedness that serves to Refinance any Indebtedness (including any Designated Revolving Commitments) permitted
under Section 7.02(1) above, Sections 7.02(2)(c), (d) and (l) above, this Section 7.02(2)(m) and Sections
7.02(2)(n), (w), (dd)(ii), (ee), (ff) and (gg) below, or any successive Refinancing
Indebtedness with respect to any of the foregoing;


 


(n)
the incurrence, issuance or assumption of (I) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified
Stock or Preferred Stock of a Restricted Subsidiary, incurred or issued to finance an acquisition or investment (or other purchase
of assets) or (II) Indebtedness, Disqualified Stock or Preferred Stock (A) of Persons that are acquired by the Borrower or any
Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with
the terms of this Agreement or (B) that is assumed by the Borrower or any Restricted Subsidiary in connection with such acquisition
or investment (or other purchase of assets) (and not, for the avoidance of doubt, created in contemplation of the applicable investment
or acquisition), in each case in an aggregate outstanding principal amount or liquidation preference, together with any Refinancing
Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), not to exceed (1) the greater of $16.5 million
and 35.0% of Consolidated EBITDA (it being understood that Permitted Acquisition Debt incurred, issued or assumed under this subclause
(1) and clause (n)(II) above shall not be subject to, and shall not count towards, the cap set forth in clause (B)
of the proviso to this clause (n)) plus (2) an unlimited amount so long as in the case of this clause (2)
only:


 


(x)          with
respect to Indebtedness secured by Liens on the Collateral on a pari passu basis with the Liens on the Collateral securing the
First Lien Obligations (without regard to control of remedies), the First Lien Net Leverage Ratio for the Test Period preceding
the date on which such Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed
to be incurred) would be no greater than 4.80 to 1.00,



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(y)          with
respect to Indebtedness that is secured by Liens on the Collateral on a basis that is junior in priority to the Liens on the Collateral
securing the First Lien Obligations (and that, for the avoidance of doubt, has not been incurred pursuant to clause (z)
below), the Secured Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without
netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 5.75 to 1.00,
or


 


(z)          with
respect to Indebtedness that is (i) [reserved], (ii) secured by Liens on property that does not constitute Collateral or (iii)
not secured, or any Disqualified Stock or Preferred Stock, in each case, the Total Net Leverage Ratio for the Test Period preceding
the date on which such Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash
received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the greater of (A) 6.00 to
1.00 and (B) the Total Net Leverage Ratio immediately prior to giving effect to such incurrence of Indebtedness or the issuance
of such Disqualified Stock or Preferred Stock (any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued pursuant
to clause (n), “Permitted Acquisition Debt”),


 


in
each case, determined on a pro forma basis; provided that


 


		(A)	such
                                         Permitted Acquisition Debt incurred or issued pursuant to clause (n)(I) (I) shall
                                         not mature earlier than the Original Term Loan Maturity Date and (II) shall have a Weighted
                                         Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity
                                         of the Closing Date Term Loans on the date of incurrence of such Indebtedness,



 


		(B)	except
                                         as set forth herein, no Restricted Subsidiary that does not constitute a Loan Party may
                                         incur or issue Permitted Acquisition Debt in the form of Indebtedness if, on a pro forma
                                         basis after giving effect thereto, the aggregate outstanding principal amount (in each
                                         case, other than Incremental Amounts) of such Permitted Acquisition Debt (other than
                                         Permitted Acquisition Debt incurred, issued or assumed under subclause (1) of
                                         Section 7.02(2)(n) or Section 7.02(2)(n)(II)) incurred or issued by Restricted
                                         Subsidiaries that are not Loan Parties would exceed the greater of (x) $21.5 million
                                         and (y) 45.0% of Consolidated EBITDA of the Borrower for the most recently ended Test
                                         Period (calculated on a pro forma basis), and



 


		(C)	Permitted
                                         Acquisition Debt incurred or issued pursuant to clause (n)(I) in the form of term
                                         loans secured by the Collateral on a pari passu basis with the Lien securing the First
                                         Lien Obligations (without regard to the control of remedies) shall trigger the MFN Provision
                                         solely to the extent the MFN Provision would otherwise apply if such Permitted Acquisition
                                         Debt were Incremental Term Loans;



 


provided
that Permitted Acquisition Debt may be incurred in the form of a bridge or other interim credit facility intended to be refinanced
or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions”
that satisfy the requirements of clause (A) above following such rollover), in which case, on or prior to the first anniversary
of the incurrence of such “bridge” or other credit facility, clause (A) above shall not prohibit the inclusion of
customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.




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(o)
the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business or consistent with industry practice;


 


(p)
the incurrence of Indebtedness of the Borrower or any Restricted Subsidiary supported by letters of credit or bank guarantees
issued in connection herewith, any Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or any Additional
Letter of Credit Facility, in each case, in a principal amount not in excess of the maximum amount available to be drawn (not
to exceed the applicable stated amount thereof) on such letters of credit or bank guarantees;


 


(q)
(i) the incurrence of any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of the Borrower
or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations incurred by the Borrower or such
Restricted Subsidiary is permitted by this Agreement or (ii) any co-issuance by the Borrower or any Restricted Subsidiary of any
Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness
or other obligations by the Borrower or such Restricted Subsidiary is permitted by this Agreement;


 


(r)
the incurrence of Indebtedness issued by the Borrower or any Restricted Subsidiary to future, present or former employees, directors,
officers, members of management, consultants and independent contractors thereof, their respective Controlled Investment Affiliates
or Immediate Family Members and permitted transferees thereof, in each case to finance the purchase or redemption of Equity Interests
of the Borrower or any Parent Company to the extent described in Section 7.05(2)(d);


 


(s)
customer deposits and advance payments received in the ordinary course of business or consistent with industry practice from customers
for goods and services purchased in the ordinary course of business or consistent with industry practice;


 


(t)
the incurrence of (i) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business
or consistent with industry practice in connection with ordinary banking arrangements to manage cash balances of the Borrower
and its Restricted Subsidiaries (including short-term pooling and similar intercompany arrangements in respect of accounts held
by Foreign Subsidiaries) and (ii) Indebtedness in respect of Cash Management Services, including Cash Management Obligations;


 


(u)
Indebtedness incurred by the Borrower or a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills
of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken
in the ordinary course of business or consistent with industry practice on arm’s-length commercial terms;


 


(v)
the incurrence of Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) the financing of insurance premiums
or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business or
consistent with industry practice;




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(w) the incurrence of Indebtedness, Disqualified
Stock or Preferred Stock by (i) Restricted Subsidiaries of the Borrower that are not Guarantors and (ii) the incurrence of Indebtedness
by the Borrower or any Restricted Subsidiary in connection with any joint venture arrangements and similar binding arrangements,
in each case, in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable,
pursuant to this clause (w), together with any Refinancing Indebtedness in respect of any of the foregoing (excluding any
Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater
of (I) $14.0 million and (II) 30.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently
ended Test Period (calculated on a pro forma basis);


 


(x) the incurrence of Indebtedness by the
Borrower or any Restricted Subsidiary undertaken in connection with cash management (including netting services, automatic clearinghouse
arrangements, overdraft protections, employee credit card programs and related or similar services or activities) with respect
to the Borrower, any Subsidiaries or any joint venture in the ordinary course of business or consistent with industry practice,
including with respect to financial accommodations of the type described in the definition of Cash Management Services;


 


(y) Qualified Securitization Facilities
and, to the extent constituting Indebtedness, Receivables Financing Transactions;


 


(z) guarantees incurred in the ordinary course
of business or consistent with industry practice in respect of obligations to suppliers, customers, franchisees, lessors, licensees,
sub-licensees and distribution partners;


 


(aa)          the
incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of
any claims or actions (whether actual, contingent or potential) with respect to the Transactions or any other acquisition (by merger,
consolidation or amalgamation or otherwise) in accordance with the terms hereof;


 


(bb)          the
incurrence of Indebtedness representing deferred compensation to employees of any Parent Company, the Borrower or any Restricted
Subsidiary, including Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred
in connection with the Transactions, any investment or any acquisition (by merger, consolidation or amalgamation or otherwise)
permitted under this Agreement;


 


(cc)          the
incurrence of Indebtedness arising out of any Sale-Leaseback Transaction incurred in the ordinary course of business or consistent
with industry practice;


 


(dd)          (i)
Credit Agreement Refinancing Indebtedness and (ii) Permitted Incremental Equivalent Debt;


 


(ee)          the
incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries of the Borrower that are not Guarantors
to fund working capital requirements in an aggregate principal amount or liquidation preference that, when aggregated with the
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding
and incurred or issued, as applicable, pursuant to this clause (ee), together with any Refinancing Indebtedness in respect
thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred
Stock is issued, incurred or otherwise obtained) the greater of (i) $2.5 million and (ii) 5.0% of Consolidated EBITDA of the Borrower
and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis);



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(ff)            the
incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Foreign Subsidiaries and Foreign Subsidiary Holdcos in
an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as
applicable, pursuant to this clause (ff), together with any Refinancing Indebtedness with respect thereof (excluding
any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued,
incurred or otherwise obtained) the greater of (i) $14.0 million and (ii) 30.0% of Consolidated EBITDA of the Borrower and
the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis);


 


(gg)          Indebtedness
in respect of any Additional Letter of Credit Facility in an aggregate principal or face amount at any time outstanding not to
exceed the greater of (i) $7.5 million and (ii) 16.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for
the most recently ended Test Period (calculated on a pro forma basis); and


 


(hh)          all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (a) through (gg) above.


 


(3)          For
purposes of determining compliance with this Section 7.02:


 


(a) the principal amount of Indebtedness
outstanding under any clause of this Section 7.02 will be determined after giving effect to the application of proceeds
of any such Indebtedness to refinance any such other Indebtedness; and


 


(b) guarantees of, or obligations in respect
of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness
will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented
by such guarantee or letter of credit, as the case may be, was incurred in compliance with this Section 7.02.


 


The accrual of interest or dividends, the
accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends
in the form of additional Indebtedness, Disqualified Stock or Preferred Stock and increases in the amount of Indebtedness outstanding
solely as a result of fluctuations in the exchange rate of currencies, in each case, will not be deemed to be an incurrence of
Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 7.02. Any Indebtedness incurred, or Disqualified
Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant
to Section 7.02(1) or clauses (c), (d), (l), (m), (n), (w), (dd)(ii), (ee),
(ff) and (gg) of Section 7.02(2) will be permitted to include additional Indebtedness, Disqualified Stock
or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on
the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded,
renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the
instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs
and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance
of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal
or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and with respect to Indebtedness under Designated
Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended,
replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).



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For purposes of determining compliance with
any Dollar denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, the
Dollar equivalent principal amount of Indebtedness or liquidation preference of Disqualified Stock or amount of Preferred Stock
denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness,
Disqualified Stock or Preferred Stock was incurred or issued (or, in the case of revolving credit debt, the date such Indebtedness
was first committed or first incurred (whichever yields the lower Dollar equivalent)); provided that if such Indebtedness,
Disqualified Stock or Preferred Stock is issued to Refinance other Indebtedness, Disqualified Stock or Preferred Stock denominated
in a foreign currency, and such refinancing would cause the applicable Dollar denominated restriction to be exceeded if calculated
at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar denominated restriction will be deemed
not to have been exceeded so long as the principal amount of such refinancing Indebtedness, Disqualified Stock or Preferred Stock
does not exceed (a) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount
of such Preferred Stock (as applicable) being refinanced, extended, replaced, refunded, renewed or defeased plus (b) any
accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid
dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (c) the
amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing
such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred
Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness,
Preferred Stock or Disqualified Stock (and with respect to Indebtedness under Designated Revolving Commitments, including an amount
equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to
the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).


 


The principal amount of any Indebtedness incurred
or Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, if incurred
or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being refinanced,
will be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness or Disqualified
Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest
bearing Indebtedness or other discount security constituting Indebtedness at any date will be the principal amount thereof that
would be shown on a balance sheet of the Borrower or Holdings, as applicable, dated such date prepared in accordance with GAAP.



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SECTION 7.03 Fundamental
Changes. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, consolidate, amalgamate or merge
with or into or wind up into another Person, or liquidate or dissolve (including, in each case, pursuant to a Delaware LLC Division)
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 (other than as part of the Transactions), except that:


 


(1)         Holdings
or any Restricted Subsidiary may merge or consolidate with the Borrower (including a merger the purpose of which is to reorganize
the Borrower into a new jurisdiction); provided that


 


(a) the Borrower shall be the continuing
or surviving Person,


 


(b) such merger or consolidation does not
result in the Borrower ceasing to be organized under the Laws of the United States, any state thereof or the District of Columbia,
and


 


(c) in the case of a merger or consolidation
of Holdings with and into the Borrower,


 


(i)           Holdings
shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement,


 


(ii)          Holdings
shall have no direct Subsidiaries at the time of such merger or consolidation other than the Borrower, 


 


(iii)         no
Event of Default exists at such time or after giving effect to such transaction, and


 


(iv)        after
giving effect to such transaction, a direct parent of the Borrower will (I) expressly assume all the obligations of Holdings under
this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably
satisfactory to the Administrative Agent and the Borrower and (II) pledge 100% of the Equity Interests of the Borrower held by
such direct parent to the Administrative Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Administrative
Agent and the Borrower;


 


(2)          (a)
any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is
not a Loan Party;


 


(b) any Restricted Subsidiary may merge
or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided that a Loan Party shall be the
continuing or surviving Person;


 


(c) any merger the sole purpose of which
is to reincorporate or reorganize a Loan Party or Restricted Subsidiary in another jurisdiction in the United States will be permitted;
and


 


(d) any Restricted Subsidiary may liquidate
or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the
Borrower and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders;


 


provided that in the case of clause (d),
the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor shall be a Loan Party
or such disposition shall otherwise be permitted under Section 7.05;


 


(3)          any
Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower
or another Restricted Subsidiary; provided that any such disposition (upon voluntary liquidation or otherwise) by any Loan
Party to any Restricted Subsidiary that is not a Loan Party shall otherwise be permitted under Section 7.05;



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(4)         so
long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with
(or dispose of all or substantially all of its assets to) any other Person; provided that (a) the Borrower shall be the
continuing or surviving Person or (b) if the Person formed by or surviving any such merger or consolidation is not the Borrower
(or, in connection with a disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets)
(any such Person, a “Successor Borrower”):


 


(i)     the
Successor Borrower will:


 


(I)        be
an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,


 


(II)       expressly
assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant
to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower, and


 


(III)      deliver
to the Administrative Agent (A) an Officer’s Certificate stating that such merger or consolidation or other transaction and
such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (B) to the extent reasonably
requested by the Administrative Agent, an Opinion of Counsel including customary organization, due execution, no conflicts and
enforceability opinions;


 


(ii)    substantially
contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent),


 


(I)         each
Guarantor, unless it is the other party to such merger or consolidation, will by a supplement to the Guaranty (or in another form
reasonably satisfactory to the Administrative Agent and the Borrower) reaffirm its Guaranty of the Obligations (including the Successor
Borrower’s obligations under this Agreement),


 


(II)        each
Loan Party, unless it is the other party to such merger or consolidation, will, by a supplement to the Security Agreement (or in
another form reasonably satisfactory to the Administrative Agent), confirm its grant or pledge thereunder;


 


(iii)   after
giving pro forma effect to such incurrence, the Borrower would be permitted to incur at least $1.00 of additional Permitted
Ratio Debt; and


 


(iv)   to
the extent reasonably requested by the Administrative Agent or the Priority Revolving Agent, the Administrative Agent or the Priority
Revolving Agent, as applicable, shall have received at least two (2) Business Days prior to the consummation of such transaction
all documentation and other information in respect of the Successor Borrower (including, if the Successor Borrower qualifies as
a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect
of the Successor Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act;


 




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provided further that if the foregoing are
satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and in the case of
the disposition of all or substantially all assets, the original Borrower will be released;


 


(5)          so
long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may merge or consolidate with (or
dispose of all or substantially all of its assets to) any other Person; provided that (a) Holdings will be the continuing
or surviving Person or (b) if:


 


(i)     the
Person formed by or surviving any such merger or consolidation is not Holdings,


 


(ii)    Holdings
is not the Person into which the applicable Person has been liquidated, or


 


(iii)   in connection
with a disposition of all or substantially all of Holding’s assets, the Person that is the transferee of such assets is
not Holdings (any such Person described in the preceding clauses (i) through (iii), a “Successor Holdings”),
then the Successor Holdings will:


 


(I)          be
an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,


 


(II)          expressly
assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant
to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower,


 


(III)        pledge
100% of the Equity Interests of the Borrower held by such Successor Holdings to the Administrative Agent as Collateral to secure
the Obligations in accordance with the Security Agreement or otherwise in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower,


 


(IV)          if
requested by the Administrative Agent, deliver, or cause the Borrower to deliver, to the Administrative Agent (A) an Officer’s
Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Collateral
Document (as applicable) comply with this Agreement and (B) an Opinion of Counsel including customary organization, due execution,
no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; and


 


(iv)   to
the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business
Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Holdings
required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT
Act;



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provided further that if the foregoing are
satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and in the case of the
disposition of all or substantially all assets, the original Holdings will be released;


 


(6)          any
Restricted Subsidiary may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person
in order to effect a Permitted Investment or other Investment permitted pursuant to Section 7.05;


 


(7)          a
merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant
to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause
(b) of the definition of Asset Sale) shall be permitted;


 


(8)          the
Borrower, Holdings and any Restricted Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited
liability company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws
of a jurisdiction in the United States and (b) change its name;


 


(9)          the
Loan Parties and the Restricted Subsidiaries may consummate the Transactions; and


 


(10)        (i)
the formation, dissolution, liquidation or disposition of any Subsidiary that is a Divided LLC and (ii) any disposition to effect
the formation of any Subsidiary that is a Divided LLC which disposition is not otherwise prohibited hereunder shall be permitted;
provided that in each case upon formation of a Divided LLC, the Borrower complies with Section 6.11 with respect to such
Divided LLC to the extent applicable.


 


SECTION 7.04 Asset Sales. The Borrower
shall not, nor shall the Borrower permit any Restricted Subsidiary to, consummate any Asset Sale unless:


 


(1)          the
Borrower or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any
other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale) at least
equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise
disposed of, and


 


(2)          except
in the case of a Permitted Asset Swap, with respect to any Asset Sale pursuant to this Section 7.04 for a purchase price
in excess of the greater of (x) $5.0 million and (y) 10.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries
for the most recently ended Test Period (calculated on a pro forma basis), at least 75.0% of the consideration for such Asset
Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by the Borrower or a Restricted
Subsidiary, as the case may be, is in the form of cash or Cash Equivalents, provided that at the time of such Asset Sale,
no Event of Default under Section 8.01(1) or Section 8.01(6) with respect to the Borrower will have occurred and
be continuing or would occur as a consequence thereof (this proviso to be tested (if applicable) solely on the applicable LCT
Test Date as selected by the Borrower pursuant to Section 1.07(11)); provided that each of the following will be
deemed to be cash or Cash Equivalents for purposes of this clause (2):



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(a) any liabilities (as shown on the Borrower’s
or any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or if incurred or accrued subsequent
to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s or a Restricted Subsidiary’s
balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance
sheet, as determined in good faith by the Borrower) of the Borrower or any Restricted Subsidiary, other than liabilities that are
by their terms subordinated in right of payment to the Obligations, that are (i) assumed by the transferee of any such assets (or
a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with
such transferee (other than intercompany debt owed to the Borrower or a Restricted Subsidiary);


 


(b) any securities, notes or other obligations
or assets received by the Borrower or any Restricted Subsidiary from such transferee or in connection with such Asset Sale (including
earnouts and similar obligations) that are converted by the Borrower or a Restricted Subsidiary into cash or Cash Equivalents,
or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)
within 180 days following the closing of such Asset Sale;


 


(c) any Designated Non-Cash Consideration
received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together
with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding,
not to exceed the greater of (i) $7.0 million and (ii) 15.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries
for the most recently ended Test Period (calculated on a pro forma basis), with the fair market value of each item of Designated
Non-Cash Consideration being measured, at the Borrower’s option, either at the time of contractually agreeing to such Asset
Sale or at the time received and, in either case, without giving effect to any subsequent change(s) in value;


 


(d) Indebtedness of any Restricted Subsidiary
that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Borrower or
a Restricted Subsidiary), to the extent that the Borrower and each other Restricted Subsidiary are released from any guarantee
of payment of the principal amount of such Indebtedness in connection with such Asset Sale; or


 


(e) any investment, assets, property or
capital or other expenditure of the kind referred to in Section 2.05(2)(b)(ii).


 


To the extent any Collateral is disposed of
as expressly permitted by this Section 7.04 to any Person other than a Loan Party, such Collateral shall automatically be
sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification
by the Borrower that such disposition is permitted by this Agreement, the Administrative Agent and the Collateral Agent shall be
authorized to take any actions deemed appropriate in order to effect the foregoing.



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SECTION 7.05 Restricted Payments.


 


(1)          The
Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly:


 


(w) declare or pay any dividend or make
any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s Equity Interests (in each case,
solely in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection
with any merger, amalgamation or consolidation, other than:


 


(i)          dividends,
payments or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Borrower or a Parent Company
or in options, warrants or other rights to purchase such Equity Interests; or


 


(ii)         dividends,
payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on
or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly owned Subsidiary, the
Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance
with its Equity Interests in such class or series of securities or such other amount to which it is entitled pursuant to the terms
of such Equity Interest;


 


(x) purchase, redeem, defease or otherwise
acquire or retire for value any Equity Interests of the Borrower or any Parent Company, including in connection with any merger,
amalgamation or consolidation, in each case held by Persons other than the Borrower or a Restricted Subsidiary;


 


(y) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment
or final maturity, any Junior Indebtedness with an aggregate outstanding principal amount in excess of the greater of (i) $6.0
million and (ii) 12.5% of the Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test
Period (calculated on a pro forma basis), other than:


 


(i)          Indebtedness
permitted under clauses (g), (h) and (i) of Section 7.02(2); or


 


(ii)         the
payment, redemption, repurchase, defeasance, acquisition or retirement for value of Junior Indebtedness (other than any Junior
Indebtedness, the incurrence of which was subject to a requirement under this Agreement that such Indebtedness not mature prior
to the relevant Maturity Date of any Class of Loan hereunder) in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within 60 calendar days of the date of such payment, redemption, repurchase, defeasance,
acquisition or retirement; or


 


(z) make any Restricted Investment;


 


(all such payments and other actions set forth in clauses
(w) through (z) above being collectively referred to as “Restricted Payments”), unless, at the time
of and immediately after giving effect to such Restricted Payment:


 


(a) (I) in the case of a Restricted Payment
of a Loan Party described in clauses (1)(w) and (x) above utilizing clause (1)(b)(i) or (vii) below,
no Event of Default will have occurred and be continuing or would occur as a consequence thereof and (II) in the case of a Restricted
Payment described in clauses (1)(y) and (z) above utilizing clause (1)(b)(i) or (vii) below, no Event
of Default under Section 8.01(1) or Section 8.01(6) with respect to the Borrower will have occurred and be continuing
or would occur as a consequence thereof;



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(b) such Restricted Payment,
together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount)
made by the Borrower and its Restricted Subsidiaries after the Closing Date (excluding Restricted Payments permitted by Section
7.05(2) other than clause (a) thereof), is less than the sum of (without duplication):


 


(i)     50.0%
of the Consolidated Net Income of the Borrower and the Restricted Subsidiaries for the period (taken as one accounting
period) commencing on July 1, 2019 to the end of the most recently ended fiscal quarter for which internal financial
statements of the Borrower are available (as determined in good faith by the Borrower) preceding such Restricted Payment
(provided that this clause (i) shall in no event be less than $0); plus


 


(ii)    100.0%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Borrower
and its Restricted Subsidiaries since the Closing Date (other than net cash proceeds to the extent such net cash proceeds have
been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 7.02(2)(l)(i)) from the
issue or sale of:


 


(I)          Equity
Interests of the Borrower, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market
value of marketable securities or other property received from the sale of:


 


(A)          Equity
Interests to any future, present or former employees, directors, officers, members of management, consultants or independent contractors
(or their respective Controlled Investment Affiliates, Immediate Family Members or any permitted transferees thereof) of the Borrower,
its Subsidiaries or any Parent Company after the Closing Date to the extent such amounts have been applied to Restricted Payments
made in accordance with Section 7.05(2)(d); and


 


(B)          Designated
Preferred Stock; and


 


(II)          Equity
Interests of Parent Companies, to the extent the proceeds of any such issuance or consideration for any such sale are contributed
to the Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions
to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.05(2)(d));


 


provided that this clause (ii) will
not include the proceeds from (1) the Equity Contribution, (2) any exercise of the cure right set forth in Section 8.04,
(3) Refunding Capital Stock (as defined below) applied in accordance with Section 7.05(2)(b) below, (4) Equity Interests
or convertible debt securities of the Borrower sold to a Restricted Subsidiary, (5) Disqualified Stock or debt securities that
have been converted into Disqualified Stock or (6) Excluded Contributions; plus




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(iii)      100.0%
of the aggregate amount of cash, Cash Equivalents and the fair market value of marketable securities or other property contributed
to the capital of the Borrower following the Closing Date (including the original principal amount of any Indebtedness (and accrued
interest) contributed to the Borrower or its Subsidiaries for cancellation) or that becomes part of the capital of the Borrower
through consolidation, amalgamation or merger following the Closing Date, in each case, not involving cash consideration payable
by the Borrower on account of such consolidation, amalgamation or merger (other than (I) net cash proceeds of any exercise of the
cure right set forth in Section 8.04, (II) net cash proceeds to the extent such net cash proceeds have been used to incur
Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 7.02(2)(l)(i), (III) cash, Cash Equivalents
and marketable securities or other property that are contributed by a Restricted Subsidiary or (IV) Excluded Contributions); plus


 


(iv)      100.0%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Borrower
or a Restricted Subsidiary by means of:


 


(I)          the
sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of, or other returns on investments from, Restricted
Investments made by the Borrower or its Restricted Subsidiaries (including cash distributions and cash interest received in respect
of Restricted Investments) and repurchases and redemptions of such Restricted Investments from the Borrower or its Restricted Subsidiaries
(other than by the Borrower or a Restricted Subsidiary) and repayments of loans or advances, and releases of guarantees, which
constitute Restricted Investments made by the Borrower or its Restricted Subsidiaries, in each case after the Closing Date (excluding
any Excluded Contributions made pursuant to clause (2) of the definition thereof);


 


(II)          the
sale (other than to the Borrower or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted
a Permitted Investment, but including such cash or fair market value to the extent exceeding the amount of such Permitted Investment)
or a dividend from an Unrestricted Subsidiary after the Closing Date (excluding any Excluded Contributions made pursuant to clause
(2) of the definition thereof); or


 


(III)        any
returns, profits, distributions and similar amounts received on account of any Permitted Investment subject to a Dollar-denominated
or ratio based Basket (to the extent in excess of the original amount of the Investment); plus


 


(v)       in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation
of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets
of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment
in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as
a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent
the Investment in such Unrestricted Subsidiary constituted a Permitted Investment, but, to the extent exceeding the amount of such
Permitted Investment, including such excess amounts of cash or fair market value; plus



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(vi)     100%
of the aggregate amount of any Excluded Proceeds (except to the extent utilized to repurchase, redeem, defease, acquire, or retire
for value any Junior Indebtedness pursuant to clause (2)(m) below); plus


 


(vii)    the
greater of (i) $14.1 million and (ii) 30.0% of the Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the
most recently ended Test Period (calculated on a pro forma basis); plus


 


(viii)   100%
of the aggregate original principal amount or liquidation preference, as applicable, of Indebtedness or Disqualified Stock of the
Borrower or any Restricted Subsidiary (in each case, including related accrued interest), that has been converted into or exchanged
for Equity Interests of the Borrower or any Parent Company; provided that this clause (viii) will not include any
conversions or exchanges for (1) Equity Interests issued as part of the cure right set forth in Section 8.04, (2) Refunding Capital
Stock (as defined below) applied in accordance with Section 7.05(2)(b) below, (3) Equity Interests or convertible debt securities
of the Borrower sold to a Restricted Subsidiary, (4) Disqualified Stock or debt securities that have been converted into Disqualified
Stock or (5) Excluded Contributions.


 


(2)          The
provisions of Section 7.05(1) will not prohibit:


 


(a) the payment of any dividend or other
distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or
other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend
or other distribution or redemption payment would have complied with the provisions of this Section 7.05;


 


(b)  (i) the redemption, repurchase, defeasance,
discharge, retirement or other acquisition of (I) any Equity Interests of the Borrower, any Restricted Subsidiary or any Parent
Company, including any accrued and unpaid dividends thereon (“Treasury Capital Stock”) or (II) Junior Indebtedness,
in each case, made (A) in exchange for, or out of the proceeds of, a sale or issuance (other than to a Restricted Subsidiary) of
Equity Interests of the Borrower or any Parent Company (in the case of proceeds, to the extent any such proceeds therefrom are
contributed to the Borrower) (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B)
within 120 days of such sale or issuance,


 


(ii)          the
declaration and payment of dividends on Treasury Capital Stock out of the proceeds of a sale or issuance (other than to a Restricted
Subsidiary of the Borrower or to an employee stock ownership plan or any trust established by the Borrower or any Restricted Subsidiary)
of Refunding Capital Stock made within 120 days of such sale or issuance, and


 


(iii)          if,
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon by the Borrower
was permitted under clause (f)(i) or (ii) of this Section 7.05(2), the declaration and payment of dividends
on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire
or otherwise acquire any Equity Interests of any Parent Company) in an aggregate amount per annum no greater than the aggregate
amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such
retirement;



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(c) the principal payment on, defeasance,
redemption, repurchase, exchange or other acquisition or retirement of:


 


(i)          Junior
Indebtedness of the Borrower or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of,
new Junior Indebtedness of the Borrower or a Guarantor or Disqualified Stock of the Borrower or a Guarantor within 120 days of
such sale, issuance or incurrence,


 


(ii)          Disqualified
Stock of the Borrower or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of Disqualified
Stock or Junior Indebtedness of the Borrower or a Guarantor, made within 120 days of such sale, issuance or incurrence,


 


(iii)        Disqualified
Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the sale or issuance of,
Disqualified Stock of a Restricted Subsidiary that is not a Guarantor, made within 120 days of such sale or issuance, that, in
each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.02, and


 


(iv)          Junior
Indebtedness of the Borrower or a Guarantor made by exchange for, or out of the proceeds of the issuance or incurrence of, any
other Indebtedness or Disqualified Stock permitted pursuant to Section 7.02 within 120 days of such sale, issuance or incurrence;


 


(d) a Restricted Payment to pay for the
repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) (including
related stock appreciation rights or similar securities) of the Borrower or any Parent Company held by any future, present or former
employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment
Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries or any Parent
Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement,
or any equity subscription or equity holder agreement (including, for the avoidance of doubt, any principal and interest payable
on any notes issued by the Borrower or any Parent Company in connection with any such repurchase, retirement or other acquisition),
including any Equity Interests rolled over by management of the Borrower, any of its Subsidiaries or any Parent Company in connection
with the Transactions; provided that the aggregate amount of Restricted Payments made under this clause (d) does not exceed
the greater of (I) $6.0 million and (II) 12.5% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated
on a pro forma basis) in any calendar year (increasing to the greater of (I) $10.0 million and (II) 20.0% of Consolidated EBITDA
of the Borrower for the most recently ended Test Period (calculated on a pro forma basis) following a Qualifying IPO by the Borrower
or any Parent Company) with unused amounts in any calendar year being carried over to succeeding calendar years; provided further
that each of the amounts in any calendar year under this clause (d) may be increased by an amount not to exceed:


 


(i)          the
cash proceeds from the sale of Equity Interests (other than Disqualified Stock or any Excluded Contribution) of the Borrower and,
to the extent contributed to the Borrower, the cash proceeds from the sale of Equity Interests of any Parent Company, in each case
to any future, present or former employees, directors, officers, members of management, consultants or independent contractors
(or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the
Borrower, any of its Subsidiaries or any Parent Company that occurs after the Closing Date, to the extent the cash proceeds from
the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause
(b) of Section 7.05(1) or to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section
7.02(l)(i); plus



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(ii)          the
amount of any cash bonuses otherwise payable to members of management, employees, directors, consultants or independent contractors
(or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the
Borrower, any of its Subsidiaries or any Parent Company that are foregone in exchange for the receipt of Equity Interests of the
Borrower or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; plus


 


(iii)        the
cash proceeds of life insurance policies received by the Borrower or its Restricted Subsidiaries (or by any Parent Company to
the extent contributed to the Borrower) after the Closing Date; minus


 


(iv)        the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (i), (ii) and (iii)
of this clause (d);


 


provided that the Borrower may elect to apply
all or any portion of the aggregate increase contemplated by clauses (i), (ii) and (iii) above in any calendar
year; provided further that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any future,
present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective
Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any Parent
Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Borrower or any Parent Company
will not be deemed to constitute a Restricted Payment for purposes of this Section 7.05 or any other provision of this
Agreement;


 


(e) the declaration and payment of dividends
or distributions to holders of any class or series of Disqualified Stock of the Borrower or any Restricted Subsidiary or any class
or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 7.02; provided, that after giving
pro forma effect to such dividend or distribution, including the amount thereof in Consolidated Interest Expense solely for the
purposes of this clause (e), the Borrower would have had an Interest Coverage Ratio of at least 2.00 to 1.00;


 


(f)   (i)       the declaration and payment of
dividends or distributions to holders of any class or series of Designated Preferred Stock issued by the Borrower or any Restricted
Subsidiary after the Closing Date;


 


(ii)      the declaration and payment of dividends
or distributions to any Parent Company, the proceeds of which will be used to fund the payment of dividends or distributions to
holders of any class or series of Designated Preferred Stock issued by such Parent Company after the Closing Date; provided
that the amount of dividends and distributions paid pursuant to this clause (ii) will not exceed the aggregate amount of cash actually
contributed to the Borrower from the sale of such Designated Preferred Stock; or



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(iii)       the declaration and payment of dividends
on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause
(b) of this Section 7.05(2);


 


provided that in the case of each of clauses
(i), (ii) and (iii) of this clause (f), for the most recently ended Test Period preceding the date of
issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock,
after giving effect to such issuance or declaration on a pro forma basis, the Borrower would have had an Interest Coverage
Ratio of at least 2.00 to 1.00;


 


(g)   (i) payments made or expected to be
made by the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable by any future, present or
former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled
Investment Affiliates or Immediate Family Members or permitted transferees) of the Borrower, any Restricted Subsidiary or any Parent
Company,


 


(ii)          any
repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if
such Equity Interests represent a portion of the exercise price of, or withholding obligations with respect to, such options, warrants
or similar rights or required withholding or similar taxes, and


 


(iii)          loans
or advances to officers, directors, employees, managers, consultants and independent contractors of the Borrower, any Restricted
Subsidiary or any Parent Company in connection with such Person’s purchase of Equity Interests of the Borrower or any Parent
Company; provided that no cash is actually advanced pursuant to this clause (iii) other than to pay Taxes due in
connection with such purchase, unless immediately repaid;


 


(h) the declaration and payment of dividends
on the Borrower’s common equity (or the payment of dividends to any Parent Company to fund a payment of dividends on such
Parent Company’s common equity), following the first public offering of the Borrower’s common equity or the common
equity of any Parent Company after the Closing Date, in an amount not to exceed the sum of (i) 6.00% per annum of the net cash
proceeds received by or contributed to the Borrower and its Restricted Subsidiaries in or from any such public offering, other
than public offerings with respect to the Borrower’s or such Parent Company’s common equity registered on Form S-4
or Form S-8 and other than any public sale constituting an Excluded Contribution and (ii) an aggregate amount per annum not to
exceed 7.00% of Market Capitalization;


 


(i) Restricted Payments in an amount that
does not exceed the aggregate amount of Excluded Contributions;


 


(j) Restricted Payments in an aggregate
amount taken together with all other Restricted Payments made pursuant to this clause (j) not to exceed (as of the date
any such Restricted Payment is made) the greater of (i) $12.0 million and (ii) 25.0% of Consolidated EBITDA of the Borrower and
the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis); provided that if
this clause (j) is utilized to make a Restricted Investment, the amount deemed to be utilized under this clause (j)
will be the amount of such Restricted Investment at any time outstanding (with the fair market value of such Investment being measured
at the time made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition
of “Investment”);



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(k) distributions or payments of Securitization
Fees;


 


(l) any Restricted Payment made in connection
with the Transactions and the fees and expenses related thereto or owed to any Affiliate(s), including any payments to holders
of Equity Interests of the Borrower in connection with, or as a result of, their exercise of appraisal rights or the settlement
of any claims or actions (whether actual, contingent or potential) related to the Transactions;


 


(m) the repurchase, redemption, defeasance,
acquisition or retirement for value of any Junior Indebtedness from Excluded Proceeds (except to the extent utilized to make Restricted
Payments pursuant to Section 7.05(1)(b)(vi));


 


(n) the declaration and payment of dividends
or distributions by the Borrower or any Restricted Subsidiary to, or the making of loans or advances to, the Borrower or any Parent
Company in amounts required for any Parent Company to pay in each case without duplication:


 


(i)          franchise,
excise and similar Taxes and other fees and expenses, required to maintain their corporate or other legal existence;


 


(ii)          with
respect to any taxable period (or portion thereof) for which the Borrower or any of its subsidiaries are members of a
consolidated, combined, unitary or similar income Tax group for U.S. federal or applicable foreign, state or local income tax
purposes of which a Parent Company is the common parent (a “Tax Group”), to pay the portion of any U.S.
federal, non-U.S., state or local income Taxes (as applicable) of such Tax Group for such taxable period to the extent
attributable to the income of the Borrower and/or its applicable subsidiaries, determined as if the Borrower and its
applicable subsidiaries filed a consolidated, combined, unitary or similar return separately from any other members of the
Tax Group;


 


(iii)        salary,
bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members
of management, consultants and independent contractors of any Parent Company, and any payroll, social security or similar Taxes
thereof;


 


(iv)        general
corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing
and other accounting matters) of any Parent Company;


 


(v)         fees
and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering of a Parent Company
(whether or not consummated);


 


(vi)        amounts
that would be permitted to be paid directly by the Borrower or its Restricted Subsidiaries under Section 6.15(2) (other
than clause (b)(i) thereof);


 


(vii)        interest,
principal and other payments on Indebtedness the proceeds of which have been contributed to the Borrower or any Restricted Subsidiary
or that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower or any Restricted Subsidiary incurred
in accordance with Section 7.02; and



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(viii)       to
finance Investments or other acquisitions or investments otherwise permitted to be made pursuant to this Section 7.05 if
made by the Borrower; provided that:


 


(I)          such
Restricted Payment must be made within 120 days of the closing of such Investment, acquisition or investment,


 


(II)          such
Parent Company must, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests)
to be contributed to the capital of the Borrower or a Restricted Subsidiary or (B) the merger, amalgamation, consolidation or sale
of the Person formed or acquired into the Borrower or a Restricted Subsidiary (to the extent not prohibited by Section 7.03)
in order to consummate such Investment, acquisition or investment,


 


(III)        such
Parent Company and its Affiliates (other than the Borrower or any Restricted Subsidiary) receives no consideration or other payment
in connection with such transaction except to the extent the Borrower or a Restricted Subsidiary could have given such consideration
or made such payment in compliance with this Agreement,


 


(IV)         any
property received by the Borrower may not increase amounts available for Restricted Payments pursuant to clause (b) of
Section 7.05(1), and


 


(V)          to
the extent constituting an Investment, such Investment will be deemed to be made by the Borrower or such Restricted Subsidiary
pursuant to another provision of this Section 7.05 (other than pursuant to clause (i) of this Section 7.05(2)) or
pursuant to the definition of “Permitted Investments” (other than clause (9) thereof), and


 


(ix)          amounts
payable pursuant to the Acquisition Agreement;


 


(o) the distribution, by dividend or otherwise,
or other transfer or disposition of shares of Capital Stock of, Equity Interests in, or Indebtedness owed to the Borrower or a
Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, all the assets of which are solely cash
and Cash Equivalents);


 


(p) cash payments, or loans, advances,
dividends or distributions to any Parent Company to make payments, in lieu of issuing fractional shares in connection with share
dividends, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection
with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower,
any Restricted Subsidiary or any Parent Company;


 


(q) (i) Restricted Payments described in
clauses (w) and (x) of the definition thereof contained in Section 7.05(1); provided that after giving
pro forma effect thereto and the application of the net proceeds therefrom, (I) the Total Net Leverage Ratio for the most recently
ended Test Period calculated on a pro forma basis would be no greater than 3.75 to 1.00 and (II) no Event of Default will have
occurred and be continuing or would occur as a consequence thereof and (ii) Restricted Payments described in clauses (y)
and (z) of the definition thereof contained in Section 7.05(1); provided that after giving pro forma effect
thereto and the application of the net proceeds therefrom, (I) the Total Net Leverage Ratio for the most recently ended Test Period
calculated on a pro forma basis would be no greater than 4.00 to 1.00 and (II) no Event of Default under Section 8.01(1)
or Section 8.01(6) with respect to the Borrower will have occurred and be continuing or would occur as a consequence thereof;



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(r) payments made
for the benefit of the Borrower or any Restricted Subsidiary to the extent such payments could have been made by the Borrower or
any Restricted Subsidiary because such payments (i) would not otherwise be Restricted Payments and (ii) would be permitted by Section
6.15;


 


(s) payments and distributions to dissenting
stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation,
merger or transfer of all or substantially all of the assets of any Restricted Subsidiary that complies with the terms of this
Agreement or any other transaction that complies with the terms of this Agreement;


 


(t) the payment of dividends, other distributions
and other amounts by the Borrower to, or the making of loans to, any Parent Company in the amount required for such parent to,
if applicable, pay amounts equal to amounts required for any Parent Company, if applicable, to pay interest, principal or other
payments (including AHYDO Payments) on Indebtedness, the proceeds of which have been permanently contributed to the Borrower or
any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower or any Restricted
Subsidiary incurred in accordance with this Agreement; provided that the aggregate amount of such dividends, distributions, loans
and other amounts shall not exceed the amount of cash actually contributed to the Borrower for the incurrence of such Indebtedness;


 


(u) the making of cash payments in connection
with any conversion of Convertible Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate amount since the date
of this Agreement not to exceed the sum of (a) the principal amount of such Convertible Indebtedness plus (b) any payments received
by the Borrower or any Restricted Subsidiary pursuant to the exercise, settlement or termination of any related Permitted Bond
Hedge Transaction;


 


(v) any payments in connection with (i)
a Permitted Bond Hedge Transaction and (ii) the settlement of any related Permitted Warrant Transaction (I) by delivery of shares
of the Borrower’s common equity upon settlement thereof or (II) by (A) set-off against the related Permitted Bond Hedge Transaction
or (B) payment of an early termination amount thereof in common equity upon any early termination thereof;


 


(w) the refinancing of any Junior Indebtedness
with the Net Proceeds of, or in exchange for, any Refinancing Indebtedness;


 


(x) to the extent constituting Restricted
Payments, payments in respect of the HealthScape Earn-Out Payment and the Pareto Earn-Out Payment; and


 


(y) the Borrower may make Restricted Payments
described in clauses (w) and (x) of the definition thereof, in an aggregate amount not to exceed the greater of (i)
$4.0 million and (ii) 8.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test
Period (calculated on a pro forma basis) in any calendar year, to pay for the redemption, acquisition, retirement or repurchase,
in each case for nominal value, of Equity Interests of Holdings, the Borrower (or any other Parent Company) from a former investor
of a business acquired in a Permitted Acquisition or similar Investment or a current or former employee, officer, director, manager
or consultant of a business acquired in a Permitted Acquisition or similar Investment (or any spouses, former spouses, successors,
executors, administrators, heirs, legatees or distributees of any of the foregoing), which Equity Interest was issued as part of
an earn-out or similar arrangement in the acquisition of such business, and which redemption, acquisition, retirement or repurchase
relates to the failure of such earn- out to fully vest.



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For purposes of clauses (g) and (n)
above, Taxes will include all interest and penalties with respect thereto and all additions thereto.


 


The amount of all Restricted Payments (other
than cash) will be the fair market value on the date the Restricted Payment is made, or at the Borrower’s election, the date
a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred or issued by the Borrower
or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.


 


For the avoidance of doubt, this Section
7.05 will not restrict the making of any AHYDO Payment with respect to, and required by the terms of, any Indebtedness of
the Borrower or any Restricted Subsidiary permitted to be incurred under this Agreement.


 


SECTION 7.06 Change
in Nature of Business. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, engage in any material
line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries
on the Closing Date or any business(es) or any other activities that are reasonably similar, ancillary, incidental, complementary
or related to, or a reasonable extension, development or expansion of, the business conducted or proposed to be conducted by the
Borrower and the Restricted Subsidiaries on the Closing Date.


 


SECTION 7.07 Burdensome
Agreements.


 


(1)          The
Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary that is not a Guarantor (or, solely in the case of
clause (d), that is a Subsidiary Guarantor) to, directly or indirectly, create or otherwise cause to exist or become effective
any consensual encumbrance or consensual restriction (other than this Agreement or any other Loan Document) on the ability of
any Restricted Subsidiary that is not a Guarantor (or, solely in the case of clause (d), that is a Subsidiary Guarantor)
to:


 


(a)   (i)     pay
dividends or make any other distributions to the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock
or with respect to any other interest or participation in, or measured by, its profits, or


 


(ii)    pay
any Indebtedness owed to the Borrower or to any Restricted Subsidiary that is a Guarantor;


 


(b) make loans or advances to the Borrower
or to any Restricted Subsidiary that is a Guarantor;


 


(c) sell, lease or transfer any of its
properties or assets to the Borrower or to any Restricted Subsidiary that is a Guarantor; or



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(d) with
respect to (i) any Subsidiary Guarantor (and, solely to the extent this clause (d)(i) relates to Hedging Obligations
of Restricted Subsidiaries, the Borrower), Guaranty the Obligations or (ii) the Borrower or any Subsidiary Guarantor, create,
incur or cause to exist or become effective Liens on property of such Person for the benefit of the Lenders with respect to
the Obligations under the Loan Documents to the extent such Lien is required to be given to the Secured Parties pursuant to
the Loan Documents;


 


provided that any dividend or liquidation priority between
or among classes or series of Capital Stock, and the subordination of any obligation (including the application of any remedy bars
thereto) to any other obligation will not be deemed to constitute such an encumbrance or restriction.


 


(2)          Section
7.07(1) will not apply to any encumbrances or restrictions existing under or by reason of:


 


(a) encumbrances or restrictions in effect
on the Closing Date, including pursuant to the Loan Documents and any Hedge Agreements, Hedging Obligations and the related documentation;


 


(b) encumbrances or restrictions pursuant
to any Additional Letter of Credit Facility and the related documentation;


 


(c) Purchase Money Obligations and Capitalized
Lease Obligations that impose restrictions of the nature discussed in clauses (c) and (d)(ii) above on the property
so acquired;


 


(d) applicable Law or any applicable rule,
regulation or order;


 


(e) any agreement or other
instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or
consolidated with and into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a
Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation
or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or
into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or
assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other
than the Person so acquired or designated and its Subsidiaries, or the property or assets of the Person so acquired or
designated and its Subsidiaries or the property or assets so acquired or designated;


 


(f) contracts or agreements for the sale
or disposition of assets, including any restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that
has been entered into for the sale or disposition of any of the Capital Stock or assets of such Subsidiary;


 


(g) restrictions on cash or other deposits
or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent with industry practice
or arising in connection with any Liens permitted by Section 7.01 or any applicable Intercreditor Agreement;


 





(h) provisions in agreements governing
Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred
subsequent to the Closing Date pursuant to Section 7.02;



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(i) provisions in joint venture agreements
and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into
in the ordinary course of business or consistent with industry practice;


 


(j) customary provisions contained in leases,
sub-leases, licenses, sub-licenses, Equity Interests or similar agreements, including with respect to intellectual property and
other agreements;


 


(k) restrictions created in connection
with any Qualified Securitization Facility or Receivables Financing Transaction that, in the good faith determination of the Board
of Directors of the Borrower, are necessary or advisable to effect such Qualified Securitization Facility or Receivables Financing
Transaction;


 


(l) restrictions or conditions
contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the
Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry
practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such
Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and
does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of
another Restricted Subsidiary;


 


(m) customary provisions restricting subletting
or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary;


 


(n) customary provisions restricting assignment
of any agreement;


 


(o) restrictions arising in connection
with cash or other deposits permitted under Section 7.01;


 


(p) any other agreement or
instrument governing any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued pursuant to Section
7.02 entered into after the Closing Date that contains encumbrances and restrictions that either (i) are no more
restrictive in any material respect, taken as a whole, with respect to the Borrower or any Restricted Subsidiary than (A) the
restrictions contained in the Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that are
in effect on the Closing Date with respect to the Borrower or that Restricted Subsidiary pursuant to agreements in effect on
the Closing Date, (ii) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in
comparable financings for similarly situated issuers or (iii) will not materially impair the Borrower’s ability to make
payments on the Obligations when due, in each case in the good faith judgment of the Borrower;


 


(q) (i) under terms of Indebtedness and
Liens in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(2)(d) and any permitted refinancing in
respect of the foregoing and (ii) agreements entered into in connection with any Sale-Leaseback Transaction entered into in the
ordinary course of business or consistent with industry practice;


 


(r) customary restrictions and conditions
contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate
only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding
the restrictions imposed by this Section 7.07;



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(s) any encumbrance or restriction
with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction
exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which
such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an
Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any
assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Restricted
Subsidiary;


 


(t) any encumbrances or restrictions
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses (a) through (s) above;
provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to
such encumbrance and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing;


 


(u) any encumbrance or restriction existing
under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the
agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Borrower, not materially more restrictive,
taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and


 


(v) applicable law or any applicable rule,
regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted
to be incurred or issued pursuant to Section 7.02 is incurred.


 


SECTION 7.08 Accounting
Changes. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, make any change in fiscal year;
provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year,
and, notwithstanding anything in Section 10.01 to the contrary, the Borrower and the Administrative Agent will, and are
hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal
year.


 


SECTION 7.09 Holdings.
Holdings shall not engage in any material operating or business activities; provided that the following and any activities
incidental thereto shall be permitted in any event:


 


(1)          its
ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments
and other amounts in respect of Equity Interests,


 


(2)          the
maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating
to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)),


 


(3)          the
performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents
governing Indebtedness permitted hereby,



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(4)          any
public offering of its common equity or any other issuance, registration or sale of its Equity Interests,


 


(5)          financing
activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making
contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries,


 


(6)          if
applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group
and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a
type customarily provided by a holding company to its Subsidiaries,


 


(7)          holding
any cash or property (but not operate any property),


 


(8)          providing indemnification to officers and directors,


 


(9)          merging,
amalgamating or consolidating with or into any Person (in compliance with Section 7.03),


 


(10)        repurchases
of Indebtedness through open market purchases and Dutch auctions,


 


(11)        activities
incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries,
including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such
Permitted Acquisitions or similar Investments,


 


(12)        any
transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII,
and


 


(13)        any
activities incidental or reasonably related to the foregoing.


 


SECTION 7.10 Financial Covenant. The
Borrower and each of the Restricted Subsidiaries covenant and agree that:


 


(1)          If
on the last day of any Test Period (commencing with the Test Period ending December 31, 2019) there are outstanding Revolving Loans
and Letters of Credit under the Priority Revolving Facility (excluding (a) undrawn Letters of Credit in an aggregate face amount
up to $10.0 million (with only such Letter of Credit amounts in excess of $10.0 million being considered outstanding for purposes
of this Section 7.10(1)), (b) Letters of Credit (whether drawn or undrawn) to the extent reimbursed, Cash Collateralized or backstopped
on terms reasonably acceptable to the applicable Issuing Bank on or prior to the date that is three business days following the
end of the applicable Test Period and (c) solely for the first two full fiscal quarters ending after the Closing Date, any Closing
Date Revolving Borrowings drawn to finance a portion of the Transactions or the payment of Transaction Expenses or working capital
or purchase price adjustments in connection with the Acquisition) in an aggregate principal amount exceeding 35% of the aggregate
principal amount of the Priority Revolving Facility, the Borrower shall not permit the First Lien Net Leverage Ratio as of the
last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information
most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test
Period) (the “Financial Covenant”).



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(2)          Subject
to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section
7.10 are for the benefit of the Lenders under the Priority Revolving Facility only and the Required Facility Lenders in
respect of the Priority Revolving Facility may amend, waive or otherwise modify this Section 7.10 or the defined terms
used in this Section 7.10 (solely in respect of the use of such defined terms in this Section 7.10) or waive
any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other
than the Required Facility Lenders in respect of the Priority Revolving Facility. Any Default or Event of Default under the
provisions of this Section 7.10 will not by itself constitute a Default or Event of Default under any Facility (other
than the Priority Revolving Facility) and will not trigger a cross-default thereunder.


 


SECTION 7.11 Modification
of Terms of Junior Indebtedness. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, amend,
modify or change in any manner any term or condition of any Junior Indebtedness that is required pursuant to this Agreement to
mature on or after the Original Term Loan Maturity Date and that has an aggregate outstanding principal amount in excess of the
greater of (i) $6.0 million and (ii) 12.5% of the Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most
recently ended Test Period (calculated on a pro forma basis) that would cause such Junior Indebtedness to mature earlier than the
Original Term Loan Maturity Date or to have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life
to Maturity of the Closing Date Term Loans, without the consent of the Administrative Agent (which consent shall not be unreasonably
withheld or delayed).


 


Article VIII


 


Events of Default and Remedies


 


SECTION 8.01 Events of Default. Each
of the events referred to in clauses (1) through (11) of this Section 8.01 shall constitute an “Event
of Default”:


 


(1)          Non-Payment.
The Borrower fails to pay (a) when and as required to be paid herein, any amount of principal of any Loan or (b) within five (5)
Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any
other Loan Document; or


 


(2)          Specific
Covenants. The Borrower, any Subsidiary Guarantor or, in the case of Section 7.09, Holdings, fails to perform or observe
any term, covenant or agreement contained in Section 6.03(1), 6.05(1) (solely with respect to the Borrower, other
than in a transaction permitted under Section 7.03 or 7.04) or Article VII ; provided that the Borrower’s
failure to comply with the Financial Covenant (a “Financial Covenant Event of Default”) shall not constitute
an Event of Default with respect to any Facility other than the Priority Revolving Facility unless and until the Required Facility
Lenders for the Priority Revolving Facility have actually terminated all Revolving Commitments under the Priority Revolving Facility
and declared all Obligations with respect to the Priority Revolving Facility to be immediately due and payable pursuant to Section
8.02 as a result of such Financial Covenant Event of Default (and such declaration has not been rescinded as of the applicable
date) (the occurrence of such termination and declaration by the Required Facility Lenders for the Priority Revolving Facility,
a “Financial Covenant Cross Default”); provided further that any Financial Covenant Event of Default
is subject to cure pursuant to Section 8.04; or


 


(3)          Other
Defaults. The Borrower or any Subsidiary Guarantor fails to perform or observe any other covenant or agreement (not specified
in Section 8.01(1) or (2) above) contained in any Loan Document on its part to be performed or observed and such
failure continues for thirty (30) days after receipt by the Borrower of written notice thereof from the Administrative Agent; or



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(4)          Representations
and Warranties. Any representation, warranty or certification made or deemed made by any Loan Party herein or in any
other Loan Document, Committed Loan Notice or certificate of a Responsible Officer expressly required to be delivered
hereunder shall be untrue in any material respect when made or deemed made and, for the failure of any representation,
warranty or certification that is capable of being cured (as determined in good faith by the Borrower), such incorrect
representation, warranty or certification shall remain incorrect for a period of thirty (30) days after the date on which
written notice thereof shall have been given to the Borrower by the Administrative Agent; provided, that this clause
(4) shall be limited on the Closing Date to the Specified Representations and the Specified Acquisition Agreement
Representations, and the failure of any other representation, warranty, certification or statement of fact made or deemed
made by any Loan Party to be untrue in any material respect when made or deemed made on the Closing Date shall not constitute
a breach of this clause (4); or


 


(5)          Cross-Default.
The Borrower or any Restricted Subsidiary (a) fails to make any payment beyond the applicable grace period, if any, whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any Indebtedness (other than Indebtedness
hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to
which such a failure shall exist) of not less than the Threshold Amount or (b) fails to observe or perform any other agreement
or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting
of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a
result of any default thereunder by the Borrower or any Restricted Subsidiary), the effect of which default or other event is
to cause, or to permit the holder or holders of such Indebtedness (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 become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness
to be made, prior to its stated maturity; provided that (i) any such failure under clauses (a) or (b) above (x) shall only
constitute an Event of Default hereunder if such failure is unremedied and is not waived by the holders of such Indebtedness prior
to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02 and (y) for the avoidance of
doubt, shall not result in a Default or Event of Default hereunder while any notice period or grace period, if applicable to such
failure remains in effect and (ii) this clause (5) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder
and under the documents providing for such Indebtedness; or


 


(6)          Insolvency
Proceedings, etc. The Borrower, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, 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, administrator, administrative receiver or similar officer
for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for sixty (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 sixty (60) calendar days, or an order for relief is entered in any such proceeding; or



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(7)          Judgments.
There is entered against the Borrower, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, a final non-appealable judgment and order for the payment of money
in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by insurance or indemnities as to which
the insurer or indemnifying party has been notified of such judgment or order and the applicable insurance company or indemnifying
party has not denied coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed
or bonded pending an appeal for a period of sixty (60) consecutive days; or


 


(8)          ERISA.
(a) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan, (b) the Borrower or any Subsidiary Guarantor or
any of their respective ERISA Affiliates 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 under a Multiemployer Plan or (c) with respect to
a Foreign Plan, a termination, withdrawal or non-compliance with applicable Law or plan terms occurs, except, with respect to
each of the foregoing clauses of this Section 8.01(8), as would not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect; or


 


(9)          Invalidity
of Loan Documents. Any material provision of the Loan Documents, taken as a whole, at any time after its execution and delivery
and for any reason (other than (a) as expressly permitted by a Loan Document (including as a result of a transaction permitted
under Section 7.03 or 7.04), (b) as a result of acts or omissions by an Agent or any Lender or (c) due to the satisfaction
in full of the Termination Conditions) ceases to be in full force and effect, or any Loan Party contests in writing the validity
or enforceability of the Loan Documents, taken as a whole (other than as a result of the satisfaction of the Termination Conditions),
or any Loan Party denies in writing that it has any or further liability or obligation under the Loan Documents, taken as a whole
(other than (i) as expressly permitted by a Loan Document (including as a result of a transaction permitted under Section 7.03
or 7.04) or (ii) as a result of the satisfaction of the Termination Conditions), or purports in writing to revoke or
rescind the Loan Documents, taken as a whole, prior to the satisfaction of the Termination Conditions; or



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(10)          Collateral
Documents. Any Lien purported to be created by any material Collateral Document with respect to a material portion of the
Collateral shall cease to be, or any Lien purported to be created by any material Collateral Document with respect to a material
portion of the Collateral shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions)
not to be, a valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be
created on the applicable Collateral) on, and security interest in, any material portion of the Collateral purported to be covered
thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority
results from the failure of the Administrative Agent or the Collateral Agent to maintain control of Collateral or possession of
Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating
to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral
Agent written notice thereof in accordance with the Security Agreement, and the Collateral Agent and the Borrower have agreed
that the Collateral Agent will be responsible for filing such amendments) or continuation statements, and except as to Collateral
consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer
has not denied coverage; or


 


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


 


SECTION 8.02 Remedies
upon Event of Default. Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative
Agent may with the consent of the Required Lenders and shall, at the request of the Required Lenders, take any or all of the following
actions:


 


(1)          at
the direction of the Required Lenders, declare the Commitments of each Lender and any obligation of the Issuing Banks to make L/C
Credit Extensions and the Swing Line Lender to make Swing Line Loans to be terminated, whereupon such Commitments and obligation
will be terminated;


 


(2)          at
the direction of the Required Lenders, 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;


 


(3)          at
the direction of the Required Lenders, require that the Borrower Cash Collateralize the then outstanding Letters of Credit (in
an amount equal to the then Outstanding Amount thereof); and


 


(4)          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;


 


provided that upon the occurrence of an actual or deemed
entry of an order for relief with respect to the Borrower under Title 11 of the United States Code entitled “Bankruptcy,”
as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the Commitments of each Lender
and any obligation of the Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make Swing Line
Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as
aforesaid will automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the Letters of Credit
as aforesaid will automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


After the Priority Revolving Facility Termination Date shall
have occurred, the Administrative Agent may with the consent of the Required Facility Lenders under the Priority Revolving Facility
and shall, at the request of the Required Facility Lenders under the Priority Revolving Facility, take any or all of the following
actions:


 


(x) at the direction of the Required Facility
Lenders under the Priority Revolving Facility, declare the Commitments of each Priority Revolving Lender and any obligation of
the Issuing Banks to make L/C Credit Extensions in respect of the Priority Revolving Facility and the Swing Line Lender to make
Swing Line Loans which are Priority Revolving Loans to be terminated, whereupon such Commitments and obligation will be terminated;


 


(y) at the direction of the Required Facility
Lenders under the Priority Revolving Facility, declare the unpaid principal amount of all outstanding Priority Revolving Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable in respect thereof 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; and



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(z) at the direction of the Required Facility
Lenders under the Priority Revolving Facility, require that the Borrower Cash Collateralize the then outstanding Letters of Credit
(in an amount equal to the then Outstanding Amount thereof) in respect of any Letters of Credit issued under the Priority Revolving
Facility.


 


SECTION 8.03 Application of Funds.
(a) At any time that the provisions of Section 8.03(b) below do not apply, after the exercise of remedies provided for in
Section 8.02 (but other than with respect to the Loans having become immediately due and payable pursuant to Section
8.02, which shall instead be governed by Section 8.03(b) below), subject to any Intercreditor Agreement then in effect,
any amounts received on account of the Obligations will 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 (other than principal and interest, but including
Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent and
the Collateral Agent in their capacities as such;


 


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including Attorney
Costs payable under Section 10.04 and amounts payable under Article III, and other than Obligations under Secured Hedge
Agreements and Secured Cash Management Agreements) payable to the Lenders, ratably among them in proportion to the amounts described
in this clause Second payable to them;


 


Third, to payment of that portion
of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, including any post-petition interest
accruing after the commencement of a proceeding under any Debtor Relief Law, ratably among the Lenders in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion
of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), the Obligations under Secured Hedge Agreements
and Cash Management Obligations under Secured Cash Management Agreements, ratably among the Secured Parties in proportion to the
respective amounts described in this clause Fourth held by them;


 


Fifth, to the payment of all other
Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured
Parties on such date; 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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(b) Subject to any Intercreditor
Agreement then in effect, after (x) the Loans have become immediately due and payable pursuant to Section 8.02 or (y) following
delivery by the Priority Revolving Agent to the Borrower and the Administrative Agent of a Priority Revolving Facility Trigger
Event Notice and so long as the Priority Revolving Facility Trigger Event Notice has not been withdrawn by the Priority Revolving
Agent, any amounts received on account of the Obligations (including from the proceeds of Collateral) will 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 (other than principal and interest, but including
Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent,
the Priority Revolving Agent and the Collateral Agent in their capacities as such;


 


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts in respect of Revolving Loans, Swing Line Loans and L/C Obligations
under the Priority Revolving Facility not exceeding the Maximum Priority Revolving Amount in the aggregate during the term of this
Agreement (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable
under Article III, and other than Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) payable to
the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;


 


Third, to payment of that portion
of the Obligations constituting accrued and unpaid interest on the Revolving Loans, Swing Line Loans and L/C Borrowings under the
Priority Revolving Facility in respect of Revolving Loans, Swing Line Loans and L/C Obligations not exceeding the Maximum Priority
Revolving Amount in the aggregate during the term of this Agreement, ratably among the Lenders in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Revolving Loans, Swing Line Loans and L/C Borrowings (including to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit) in respect of Revolving
Loans, Swing Line Loans and L/C Obligations under the Priority Revolving Facility not exceeding the Maximum Priority Revolving
Amount in the aggregate during the term of this Agreement, ratably among the Lenders in proportion to the respective amounts described
in this clause Fourth held by them;


 


Fifth, to the extent not paid pursuant
to Clause Second through Clause Fourth above, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable
under Article III, and other than Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) payable to
the Lenders, whether or not such amounts are allowed as a claim against any of the Loan Parties in any proceeding under any Debtor
Relief Law, ratably among them in proportion to the amounts described in this clause Fifth payable to them;


 


Sixth, to the extent not paid pursuant
to Clause Second through Clause Fifth above, to payment of that portion of the Obligations constituting accrued and unpaid interest
on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Sixth payable to them;


 


Seventh, to the extent not paid pursuant
to Clause Second through Clause Sixth above, to payment of that portion of the Obligations constituting unpaid principal of the
Loans, the Obligations under Secured Hedge Agreements and Cash Management Obligations under Secured Cash Management Agreements,
ratably among the Secured Parties in proportion to the respective amounts described in this clause Seventh held by them;



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Eighth, to the payment of all other
Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured
Parties on such date; 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.


 


Subject to Section 2.03(3),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth of Section
8.03(a) and clause Fourth of Section 8.03(b) will be applied to satisfy drawings under such Letters of Credit as
they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth above and, if no
Obligations remain outstanding, will be paid to the Borrower.


 


Notwithstanding the foregoing, amounts received
from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.


 


SECTION 8.04 Right to Cure.


 


(1)          Notwithstanding
anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(2) and (3),
for the purpose of determining whether an Event of Default under the Financial Covenant has occurred, the Borrower may on one
or more occasions designate any portion of the Net Proceeds from any Permitted Equity Issuance or of any contribution to the common
equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on
terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated
EBITDA of the Borrower for the applicable fiscal quarter; provided that


 


(a) such amounts to be designated are actually
received by the Borrower (i) after the last Business Day of the applicable fiscal quarter and (ii) on or prior to the tenth (10th)
Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter
(the “Cure Expiration Date”),


 


(b) such amounts to be designated do not
exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date, and


 


(c) the Borrower will have provided notice
to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to
the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of
such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount
necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated
amount).


 


The Cure Amount used
to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each
Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be relied
on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included
for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under
Article VII) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash
with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated
EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are applied to prepay Indebtedness
under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (x) upon
designation of the Cure Amount by the Borrower in an amount necessary to cure any Event of Default under the Financial Covenant,
the Financial Covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect
as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant
(and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, (y) from and
after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right
under this Section 8.04 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise
any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event
of Default under the Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has
occurred without the Cure Amount having been designated and (z) no Lender or Issuing Bank shall be required to (but in its sole
discretion may) make any Revolving Loan or issue or amend any Letter of Credit from and after such time as the Administrative Agent
has received the Notice of Intent to Cure unless and until the Cure Amount is actually received.



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(2)          In
each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set
forth in Section 8.04(1) is exercised.


 


(3)          There
shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised during
the term of the Facilities; provided that, so long as the Closing Date Revolving Facility is no longer outstanding, there
may be an additional fiscal quarter after the Original Revolving Facility Maturity Date in which the cure rights set forth in this
Section 8.04 are exercised during the term of any Revolving Commitments.



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Article IX


 


The Agents


 


SECTION 9.01 Appointment
and Authorization. Each Lender and Issuing Bank hereby irrevocably appoints Ares Capital Corporation, to act on its behalf
as the Administrative Agent hereunder and under the other 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 (other than Sections
9.07, 9.11, 9.12, 9.14 and 9.15) are solely for the benefit of the Administrative Agent, the Lenders
and each Issuing Bank and the Borrower shall not have rights as a third-party beneficiary of any such provision. Each Priority
Revolving Lender (and, if applicable, each other Secured Party with respect to the Priority Revolving Facility) hereby irrevocably
appoints SunTrust Bank, to act on its behalf as the Priority Revolving Agent hereunder and authorizes the Priority Revolving Agent
to take such actions, and only such actions on its behalf hereunder, solely to the extent such actions are expressly authorized
hereunder to be taken by the Priority Revolving Agent. Each of the Administrative Agent and the Priority Revolving Agent hereby
represents and warrants that it is either (a) a “U.S. person” and a “financial institution” and that it
will comply with its “obligation to withhold,” each within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii)
or (b) a Withholding U.S. Branch. It is understood and agreed that any right to take (or decline to take) or any power or authority
granted, assigned or delegated to the Administrative Agent or the Collateral Agent hereunder shall be taken or exercised, as the
case may be, by the Administrative Agent or the Collateral Agent (or any co- agents, sub-agents or attorneys-in-fact designated
by the Administrative Agent or the Collateral Agent in accordance with the terms of the applicable Loan Document), and, for the
avoidance of doubt, not the Priority Revolving Agent or any of the Priority Revolving Agent’s Agent-Related Persons, sub-agents,
co-agents or attorneys-in-fact. Furthermore, each Priority Revolving Lender hereby expressly agrees that any powers or discretion
or authority granted to the Administrative Agent or Collateral Agent under any Loan Document are granted to the Administrative
Agent and not the Priority Revolving Agent.


 


(2)          The
Administrative Agent shall also act as the sole and exclusive “collateral agent” under the Loan Documents, and
each of the Lenders (including in its capacities as a Lender and a potential Hedge Bank or Cash Management Bank) and the
Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any
security interest created by the Collateral Documents for and on behalf of or in trust for) such Lender and Issuing Bank for
purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any
of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as sole and exclusive “collateral agent” (and any co-agents, sub-agents and
attorneys-in-fact appointed solely by the Administrative Agent pursuant to Section 9.05 for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for 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 X with respect to the Administrative Agent (including Sections 10.04 and 10.05),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents.
Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute
any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect
thereto (including any Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Agreement
and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders.



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(3)          (a)
Each Lender (i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) 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, the Priority Revolving Agent, the Arrangers, the Issuing Bank and their respective
Affiliates, 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 of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


(II)          the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance
company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment
funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments and this Agreement,


 


(III)        (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(IV)          such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, the Priority Revolving
Agent (each in its sole discretion), and such Lender.


 


(b) In addition, unless sub-clause (I) in
the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation,
warranty and covenant as provided in sub-clause (IV) in the immediately preceding clause (a), such Lender further
(i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) 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, the Priority Revolving Agent, the Arrangers, the Issuing Bank and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that:


 


(I)          none of the Administrative Agent, the Priority Revolving Agent, the Arrangers, the Issuing Bank or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent or the Priority Revolving Agent under this Agreement, any Loan Document
or any documents related to hereto or thereto),



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(II)          the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent and is a bank, an insurance
carrier, an investment adviser, a broker-dealer or other Person that holds, or has under management or control, total assets of
at least $50.0 million,


 


(III)        the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations),


 


(IV)          the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and


 


(V)          no
fee or other compensation is being paid directly to the Administrative Agent, the Priority Revolving Agent, the Arrangers, the
Issuing Bank or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans,
the Letters of Credit, the Commitments or this Agreement.


 


(c) The Administrative Agent, the Priority Revolving Agent,
the Arrangers, the Issuing Bank and each of their respective Affiliates hereby informs the Lenders that each such Person is not
undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions
contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person
or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments
and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii)
may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees,
administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away
or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or
other early termination fees or fees similar to the foregoing.


 


SECTION 9.02 Rights as a Lender. Any
Priority Revolving Lender or Non-Priority Lender that is also serving as an Agent (including as Administrative Agent or Priority
Revolving Agent) hereunder shall have the same rights and powers in its capacity as a Priority Revolving Lender or Non- Priority
Lender, respectively, as any other Priority Revolving Lender or Non-Priority Lender, respectively, and may exercise the same as
though it were not an Agent and the term “Priority Revolving Lender”, “Non-Priority Lender” or “Lender”,
respectively, shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Priority Revolving
Lender, Non-Priority Lender or Lender, respectively (if any), serving as an Agent hereunder in its individual capacity. Any such
Person serving as an Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if such Person were not an Agent hereunder and without any duty to account therefor to any Lender. The Lenders acknowledge that,
pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates
(including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge
that no Agent shall be under any obligation to provide such information to them.



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SECTION 9.03 Exculpatory
Provisions. The Administrative Agent, Collateral Agent and Priority Revolving Agent shall not have any duties or responsibilities
except those expressly set forth in this Agreement and in the other Loan Documents. Without limiting the generality of the foregoing,
each Agent (including the Administrative Agent):


 


(1)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default, Priority Revolving Facility Termination
Date or Priority Revolving Facility Trigger Event has occurred and is continuing and without limiting the generality of the foregoing,
the use of the term “agent” herein and in the other Loan Documents with reference to any Agent or Arranger is not intended
to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law and instead,
such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties;


 


(2)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in
writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents) (including any such direction set forth herein or in such other Loan Documents), provided
that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent
to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that
may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(3)          shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained
by any Person serving as an Agent or any of its Affiliates in any capacity.


 


Neither the Administrative Agent nor
any of its Related Persons shall be liable for any action taken or not taken by it (a) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02)
or (b) in the absence of its own gross negligence or willful misconduct as determined by the final and non-appealable
judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. Neither the Priority
Revolving Agent nor any of its Related Persons shall be liable for any action taken or not taken by it (a) with the consent
or at the request of the Required Facility Lenders under the Priority Revolving Facility (or such other number or percentage
of the Lenders as shall be necessary, or as the Priority Revolving Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and 8.02) or (b) in the absence of its own gross
negligence or willful misconduct as determined by the final and non-appealable judgment of a court of competent jurisdiction,
in connection with its duties expressly set forth herein The Administrative Agent and the Priority Revolving Agent shall be
deemed not to have knowledge of any Default, Priority Revolving Facility Termination Date, Purchase Option Trigger Event or
Priority Revolving Facility Trigger Event unless and until notice describing such Default, Priority Revolving Facility
Termination Date, Purchase Option Trigger Event or Priority Revolving Facility Trigger Event, respectively, is given to the
Administrative Agent or the Priority Revolving Agent, as applicable, by the Borrower, a Lender, or an Issuing Bank.



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No Agent-Related Person shall be
responsible for or have any duty to ascertain or inquire into (a) any recital, statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (b) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (c) 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,
Priority Revolving Facility Termination Date, Purchase Option Trigger Event or Priority Revolving Facility Trigger Event, (d)
the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral
Documents, (e) the value or the sufficiency of any Collateral or (f) 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 or the Priority Revolving Agent, as applicable. The duties of the Administrative Agent and the Priority Revolving Agent
shall be mechanical and administrative in nature; the Administrative Agent and the Priority Revolving Agent shall not have by
reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any
Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so
construed as to impose upon the Administrative Agent or Priority Revolving Agent any obligations in respect of this Agreement
or any other Loan Document except as expressly set forth herein or therein.


 


Notwithstanding any other provision of this
Agreement or any provision of any other Loan Document, the Arrangers are named as such for recognition purposes only, and in its
capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan
Documents or the transactions contemplated hereby and thereby; it being understood and agreed that the Arrangers shall be entitled
to all indemnification and reimbursement rights in favor of the Arrangers as, and to the extent, provided for under Section
10.05. Without limitation of the foregoing, the Arrangers shall not, solely by reason of this Agreement or any other Loan Documents,
have any fiduciary relationship in respect of any Lender or any other Person.


 


SECTION 9.04 Lack
of Reliance on the Administrative Agent and Priority Revolving Agent. Independently and without reliance upon the Administrative
Agent, the Priority Revolving Agent, the Arrangers and of their respective Affiliates, each Lender and the holder of each Note,
to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial
condition and affairs of Holdings, the Borrower and the Restricted Subsidiaries in connection with the making and the continuance
of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness
of Holdings, the Borrower and the Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative
Agent, the Priority Revolving Agent and the Arrangers and any of their respective Affiliates shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information
with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The
Administrative Agent, the Priority Revolving Agent, the Arrangers and any of their respective Affiliates shall not be responsible
to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness,
validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or
the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document,
or the financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries or the existence or possible existence
of any Default, Event of Default, Priority Revolving Facility Termination Date, Purchase Option Trigger Event or Priority Revolving
Facility Trigger Event. The Administrative Agent, Collateral Agent or Priority Revolving Agent may in good faith ask for such
information or support it may deem reasonably necessary to confirm that one or more lenders in fact constitute either the Required
Lenders or the Required Facility Lenders under any Facility before taking or declining to take any action under a Loan Document
and none of the Administrative Agent, Collateral Agent or Priority Revolving Agent shall be deemed to be liable to any Lender
for so taking or so declining to take such action until it shall have received such information so reasonably requested.



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SECTION 9.05 Certain
Rights of the Administrative Agent and Priority Revolving Agent. If the Administrative Agent requests instructions from the
Required Lenders (or if appropriate the Required Facility Lenders), or if the Priority Revolving Agent requests instructions from
the Required Facility Lenders under the Priority Revolving Facility, in each case with respect to any act or action (including
failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent or the Priority Revolving
Agent, as applicable, shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent
or the Priority Revolving Agent, as applicable, shall have received instructions from the Required Lenders or Required Facility
Lenders, as the case may be; and the Administrative Agent or the Priority Revolving Agent, as applicable, shall not incur liability
to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall
have any right of action whatsoever against the Administrative Agent or the Priority Revolving Agent as a result of the Administrative
Agent or the Priority Revolving Agent, as applicable, acting or refraining from acting hereunder or under any other Loan Document
in accordance with the instructions of the Required Lenders or the Required Facility Lenders, as the case may be.


 


SECTION 9.06 Reliance
by the Administrative Agent and the Priority Revolving Agent. The Administrative Agent and the Priority Revolving Agent shall
be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate,
telex, teletype or facsimile message, cablegram, radiogram, order or other document or telephone message signed, sent or made
by any Person that the Administrative Agent or the Priority Revolving Agent, as applicable, believed to be the proper Person,
and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder,
upon advice of counsel selected by the Administrative Agent or the Priority Revolving Agent, as applicable. In determining compliance
with any condition hereunder to the making of a Loan or the issuance, extension or increase of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Lender or Issuing Bank, the Administrative Agent or the Priority Revolving Agent,
as applicable, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent
or the Priority Revolving Agent, as applicable, shall have received notice to the contrary from such Lender or Issuing Bank prior
to the making of such Loan or issuances of such Letter of Credit. The Administrative Agent or the Priority Revolving Agent, as
applicable, may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



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SECTION 9.07 Delegation of
Duties. The Administrative Agent and the Priority Revolving Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Documents by or through any one or more sub-agents appointed by the
Administrative Agent or the Priority Revolving Agent, as applicable. The Administrative Agent, the Priority Revolving 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 Agent-Related Persons. The exculpatory provisions of this Article shall apply to any such sub agent and to the
Agent-Related Persons of the Administrative Agent or the Priority Revolving Agent, as applicable, and any such sub agent, and
shall apply to their respective activities as Administrative Agent. Notwithstanding anything to the contrary in this Section
9.07 or Section 9.14, the Administrative Agent or the Priority Revolving Agent, as applicable, shall not delegate
to any Supplemental Administrative Agent responsibility for receiving any payments under any Loan Document for the account of
any Lender, which payments shall be received directly by the Administrative Agent or the Priority Revolving Agent, as
applicable, without prior written consent of the Borrower (not to unreasonably withheld or delayed).


 


SECTION 9.08 Indemnification.
Whether or not the transactions contemplated hereby are consummated, to the extent the Administrative Agent or any other of
its Agent-Related Persons (solely to the extent any such Agent-Related Person was performing services on behalf of the
Administrative Agent) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the
Administrative Agent or any other of its Agent-Related Person (solely to the extent any such Agent-Related Person was
performing services on behalf of the Administrative Agent) in proportion to their respective Pro Rata Shares for and against
any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent
or any other of its Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on
behalf of the Administrative Agent) in performing its duties hereunder or under any other Loan Document or in any way
relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses
or disbursements resulting from the Administrative Agent’s or any other of its Agent-Related Person’s gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision). Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such
reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, provided
further that the failure of any Lender to indemnify or reimburse the Administrative Agent shall not relieve any other
Lender of its obligation in respect thereof. Whether or not the transactions contemplated hereby are consummated, to the
extent the Priority Revolving Agent or any other of its Agent-Related Persons (solely to the extent any such Agent-Related
Person was performing services on behalf of the Priority Revolving Agent) is not reimbursed and indemnified by the Borrower,
the Priority Revolving Lenders will reimburse and indemnify the Priority Revolving Agent or any other of its Agent-Related
Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Priority Revolving Agent)
in proportion to their respective Pro Rata Shares for and against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on,
asserted against or incurred by the Priority Revolving Agent or any other of its Agent-Related Person (solely to the extent
any such Agent-Related Person was performing services on behalf of the Priority Revolving Agent) in performing its
duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other
Loan Document; provided that no Priority Revolving Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from
the Priority Revolving Agent’s or any other of its Agent-Related Person’s gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the
foregoing, each Priority Revolving Lender shall reimburse the Priority Revolving Agent upon demand for its ratable share of
any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Priority Revolving Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the extent that the Priority Revolving Agent is not
reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Priority
Revolving Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, provided
further that the failure of any Priority Revolving Lender to indemnify or reimburse the Priority Revolving Agent shall
not relieve any other Priority Revolving Lender of its obligation in respect thereof. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.08 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other Person. The undertaking in this Section
9.08 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of
the Administrative Agent and the Priority Revolving Agent.



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SECTION 9.09 The
Administrative Agent and the Priority Revolving Agent in Their Individual Capacities. With respect to its obligation to make
Loans under this Agreement, the Administrative Agent and the Priority Revolving Agent shall have the rights and powers specified
herein for a “Lender” or “Priority Revolving Lender”, respectively, and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the term “Lender”, “Priority Revolving
Lender”, “Required Lenders”, “Required Facility Lenders” or any similar terms shall, unless the
context clearly indicates otherwise, include the Administrative Agent or the Priority Revolving Agent, as applicable, in its respective
individual capacities. The Administrative Agent and the Priority Revolving Agent and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt
financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any
Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing
the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party
for services in connection with this Agreement and otherwise without having to account for the same to the Lenders. The Lenders
acknowledge that, pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or
any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or
such Affiliate) and acknowledge that no Agent shall be under any obligation to provide such information to them.


 


SECTION 9.10 No Other
Duties, Etc. Anything herein to the contrary notwithstanding, none of the Agents listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, the Priority Revolving Agent, the Collateral Agent, a Lender, Swing Line Lender or an Issuing Bank
hereunder, as the case may be. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement
as a “lead arranger” or “bookrunner” shall have any obligation, liability, responsibility or duty under
this Agreement other than (a) as expressly provided herein or (b) those applicable to all Lenders, but only to the extent acting
in such capacity as a Lender.



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SECTION 9.11 Resignation
by the Administrative Agent or Priority Revolving Agent. The Administrative Agent or the Priority Revolving Agent may
resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any
time by giving 30 Business Days prior written notice to the Lenders and the Borrower. If the Administrative Agent or the
Priority Revolving Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent or the Priority
Revolving Agent, as applicable, may be removed as the Administrative Agent or the Priority Revolving Agent, as applicable, at
the reasonable request of (in the case of the Administrative Agent) the Required Lenders and (in the case of the Priority
Revolving Agent) the Required Facility Lenders under the Priority Revolving Facility. If the Administrative Agent or the
Priority Revolving Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative
Agent or the Priority Revolving Agent, as applicable, from such role upon 15 days’ prior written notice to the Lenders.
Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent or Priority Revolving
Agent, as applicable, as provided below.


 


Notwithstanding anything to the contrary in
this Agreement, no successor Administrative Agent or Priority Revolving Agent shall be appointed unless such successor Administrative
Agent or Priority Revolving Agent, as applicable, represents and warrants that it is (a) a “U.S. person” and a “financial
institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury
Regulations Section 1.1441-1 or (b) a Withholding U.S. Branch.


 


Upon any such notice of resignation by, or
notice of removal of, the Administrative Agent or the Priority Revolving Agent, the Required Lenders (or, in the case of a resignation
or removal of the Priority Revolving Agent, the Required Facility Lenders under the Priority Revolving Facility) shall appoint
a successor Administrative Agent or Priority Revolving Agent, as applicable, hereunder or thereunder who shall be a commercial
bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided
that the Borrower’s approval shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to
the Borrower, Section 8.01(6) has occurred and is continuing).


 


If a successor Administrative Agent or Priority
Revolving Agent shall not have been so appointed within such 30 Business Day period, the Administrative Agent or the Priority Revolving
Agent, as applicable, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided
that the Borrower’s consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect
to the Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Administrative Agent or
Priority Revolving Agent, as applicable, who shall serve as Administrative Agent or Priority Revolving Agent, as applicable, hereunder
or thereunder until such time, if any, as the Required Lenders (or, in the case of a resignation or removal of the Priority Revolving
Agent, the Required Facility Lenders under the Priority Revolving Facility) appoint a successor Administrative Agent or Priority
Revolving Agent, as applicable, as provided above.


 


If no successor Administrative Agent or Priority
Revolving Agent has been appointed pursuant to the foregoing by the 35th Business Day after the date such notice of resignation
was given by the Administrative Agent or the Priority Revolving Agent, as applicable, or such notice of removal was given by the
Required Lenders or the Borrower, as applicable, the Administrative Agent’s or the Priority Revolving Agent’s, as
applicable, resignation shall nonetheless become effective and the Required Lenders shall thereafter perform all the duties of
the Administrative Agent or the Priority Revolving Agent, as applicable, hereunder or under any other Loan Document until such
time, if any, as the Required Lenders (or, in the case of a resignation or removal of the Priority Revolving Agent, the Required
Facility Lenders under the Priority Revolving Facility) appoint a successor Administrative Agent or Priority Revolving Agent,
as applicable, as provided above. The retiring Administrative Agent or Priority Revolving Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue
to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity
payments or other amounts then owed to the retiring or removed Administrative Agent or Priority Revolving Agent, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent or the Priority Revolving Agent,
as applicable, shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders (or,
in the case of the resignation or removal of the Priority Revolving Agent, the Required Facility Lenders under the Priority Revolving
Facility) appoint a successor Administrative Agent or Priority Revolving Agent as provided for above in this Section 9.11.



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Upon the acceptance of a successor’s
appointment as Administrative Agent or Priority Revolving Agent hereunder and, in the case of a successor’s appointment
as Administrative Agent for purposes of the immediately succeeding clauses (a) and (b), upon the execution and filing or recording
of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable,
or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted
by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent or Priority Revolving Agent, and the retiring Administrative Agent or Priority Revolving Agent shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section 9.11).


 


The fees payable by the Borrower to a
successor Administrative Agent or Priority Revolving Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Priority
Revolving Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX
and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or
Priority Revolving Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent or the Priority Revolving Agent was acting as
Administrative Agent or Priority Revolving Agent, as applicable.


 


Upon a resignation or removal of the Administrative
Agent or the Priority Revolving Agent pursuant to this Section 9.11, the Administrative Agent or the Priority Revolving
Agent, as applicable, (a) shall continue to be subject to Section 10.09 and (b) shall remain indemnified to the extent
provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions
of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent or the Priority Revolving Agent,
for all of its actions and inactions while serving as the Administrative Agent or the Priority Revolving Agent, as applicable.


 


SECTION 9.12 Collateral
Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably
authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in
Sections 7.04 and 10.24.



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Each Lender hereby agrees, and each holder
of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by
the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the
Collateral Documents, and the exercise by the Required Lenders, of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby
authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time
to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain
perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.


 


Upon request by the Administrative Agent
at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate particular types
or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section
7.04 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to),
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 or subordination of such item of Collateral from the assignment and security interest granted
under the Collateral Documents, or 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, this Section 9.12, Section 7.04 and Section 10.24.


 


The Collateral Agent shall have no obligation
whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared
for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently
or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue
exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers
granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any
of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related
thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s
own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever
to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).


 


SECTION 9.13 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any 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:


 


(1)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, any Issuing Bank, the Priority Revolving Agent and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders, any Issuing Bank, the Priority Revolving
Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, any Issuing Bank,
the Priority Revolving Agent and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial
proceeding; and



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(2)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent or the Priority Revolving Agent, as
applicable, and, in the event that the Administrative Agent or the Priority Revolving Agent, as applicable, shall consent to the
making of such payments directly to the Lenders and relevant Issuing Banks, to pay to the Administrative Agent or the Priority
Revolving Agent, as applicable, any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents
and their respective agents and counsel, and any other amounts due the Administrative Agent or the Priority Revolving Agent, as
applicable, under Sections 2.09 and 10.04.


 


Nothing contained herein shall be deemed to
authorize the Administrative Agent or the Priority Revolving Agent to authorize or consent to or accept or adopt on behalf of any
Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or Issuing Bank or to authorize the Administrative Agent or the Priority Revolving Agent to vote in respect of the
claim of any Lender or Issuing Bank in any such proceeding.


 


The Secured Parties hereby irrevocably authorize
the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including
accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure
or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of
the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123
or 1129 of the Bankruptcy Code, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other
sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the
Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such
credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable
basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets
on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of
the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity
Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection
with any such bid (a) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (b)
to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests
thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this
Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through
(i) of the first proviso to Section 10.01(1) of this Agreement), (c) the Administrative Agent shall be authorized
to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders
shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition
vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition
vehicle to take any further action and (d) to the extent that Obligations that are assigned to an acquisition vehicle are not
used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations
assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations
shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition
vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without
the need for any Secured Party or any acquisition vehicle to take any further action.




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SECTION 9.14 Appointment of Supplemental
Administrative Agents.


 


(1)           It
is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying
or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case
of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future
Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents
or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized
to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee,
co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual
or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively
as “Supplemental Administrative Agents”).


 


(2)           In
the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (a) each and
every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised
by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such
Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent
to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such
Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof
by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental
Administrative Agent and (b) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative
Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent
shall be deemed to be references to the Administrative Agent or such Supplemental Administrative Agent, as the context may require.


 


(3)           Should
any instrument in writing from any Loan Party be reasonably required by any Supplemental Administrative Agent so appointed
by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers,
privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all
such instruments reasonably acceptable to it promptly upon request by the Administrative Agent. In case any Supplemental
Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights,
powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be
exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.


 


SECTION 9.15 Intercreditor Agreements.
The Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated
by the terms hereof, and the parties hereto acknowledge that such Intercreditor Agreement is (and shall be) binding upon them.
Each Secured Party agrees that the First Lien/Second Lien Intercreditor Agreement, upon execution thereof, shall be binding upon
them. Each Secured Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the
Intercreditor Agreements, (b) hereby authorizes, instructs and directs the Administrative Agent and Collateral Agent to enter
into the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof
and (c) without any further consent of the Lenders, hereby authorizes, instructs and directs the Administrative Agent and the
Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment
(or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any
such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness
permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations); provided that such intercreditor
agreements may not contain provisions inconsistent with the ICA Applicable Provisions.




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In addition, each Secured Party hereby authorizes
and directs the Administrative Agent and the Collateral Agent to enter into (a) any amendments to any Intercreditor Agreements,
and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) to the extent required to give
effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement
(including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any
Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party
acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates)
may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing
Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives
any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent
or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.


 


SECTION 9.16 Secured Cash Management Agreements
and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document,
no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue
of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent
to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including
the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to,
Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has
received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request,
from the applicable Cash Management Bank or Hedge Bank, as the case may be.


 


SECTION 9.17 Withholding Tax. To the
extent required by any applicable Laws, the Administrative Agent or the Priority Revolving Agent, as applicable, may withhold
from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions
of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent and the Priority Revolving Agent
against, and shall make payable in respect thereof within ten (10) days after demand therefor, all Taxes and all related losses,
claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent and the
Priority Revolving Agent, as applicable) incurred by or asserted against the Administrative Agent or the Priority Revolving Agent,
as applicable, by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent or the Priority
Revolving Agent, as applicable, to properly withhold tax from amounts paid to or for the account of such Lender for any reason
(including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the
Administrative Agent or the Priority Revolving Agent, as applicable, of a change in circumstance that rendered the exemption from,
or reduction of withholding tax ineffective), whether or not such Taxes are correctly or legally imposed or asserted. Each Lender
shall severally indemnify the Administrative Agent or the Priority Revolving Agent, as applicable, within 10 days after demand
therefor, for (a) any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Loan Party has not already
indemnified the Administrative Agent or the Priority Revolving Agent, as applicable, for such Non-Excluded 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 10.07(5) 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 or the Priority Revolving Agent, as applicable, 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 or the Priority Revolving Agent, as applicable,
shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent and the Priority Revolving Agent
to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against
any amount due the Administrative Agent or the Priority Revolving Agent, as applicable, under this Section 9.17. The agreements
in this Section 9.17 shall survive the resignation or replacement of the Administrative Agent and the Priority Revolving
Agent, 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. For purposes of this Section 9.17, the term “Lender” includes any Issuing
Bank and any Swing Line Lender.




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Article X


 


Miscellaneous


 


SECTION 10.01               Amendments,
etc.


 


(1)           Except
as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other 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 (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h),
(i) or (j) below (in the case of clause (j), to the extent permitted by Section 2.14, but subject
to the last proviso in such clause (j)), which shall only require the consent of the Required Facility Lenders under the
applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver
contemplated in clauses (a), (b), (c) or (g)(IV), which shall only require the consent of the Lenders
expressly set forth therein and not 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 the Administrative
Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section
10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered
to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party
thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment
which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time
copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided
to the Administrative Agent, it being understood that with respect to the foregoing clauses (i) and (ii), if the
applicable waiver, consent or amendment has not been acknowledged by the Administrative Agent in the time frames provided, the
Administrative Agent shall be deemed to have acknowledged such applicable waiver, consent or amendment; and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no
such amendment, waiver or consent shall:




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(a) extend or increase the Commitment
of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth
in Section 4.01 or 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction
of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);


 


(b) postpone any date scheduled for,
or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than pursuant
to Section 2.08(2)) or any payment of fees or premiums hereunder or under any Loan Document with respect to payments
to any Lender without the written consent of such Lender, it being understood that none of the following will constitute a
postponement of any date scheduled for, or a reduction in the amount of, any payment of principal, interest, fees or
premiums: (i) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans, (ii) the waiver of any
Default or Event of Default (other than the waiver of any Default or Event of Default under Section 8.01(1)) and (iii)
any change to the definition of “First Lien Net Leverage Ratio,” “Secured Net Leverage Ratio,”
 “Total Net Leverage Ratio,” “Interest Coverage Ratio” or, in each case, in the component definitions
thereof;


 


(c) reduce the principal of, or the
rate of interest specified herein on, any Loan or Unreimbursed Amount, or any fees or other amounts payable hereunder or
under any other Loan Document to any Lender without the written consent of such Lender, it being understood that none of the
following will constitute a reduction in any rate of interest or any fees: any change to the definition of “First Lien
Net Leverage Ratio,” “Secured Net Leverage Ratio,” “Total Net Leverage Ratio,” “Interest
Coverage Ratio,” or, in each case, in the component definitions thereof; provided that (i) with respect to any
Default Rate payable in respect of any Facility (including the Priority Revolving Facility), only the consent of the Required
Facility Lenders under such Facility shall be necessary to amend the definition of “Default Rate” or waive any
obligation of the Borrower to pay interest at the Default Rate and (ii) only the consent of the Swing Line Lender shall be
necessary to waive any obligation of the Borrower to pay interest at the Default Rate payable in respect of the Swing Line
Facility;


 


(d) [reserved];


 


(e) other than in a transaction permitted
under Section 7.03 or Section 7.04, release all or substantially all of the aggregate value of the Collateral in
any transaction or series of related transactions, without the written consent of each Lender;


 


(f) other than in a transaction permitted
under Section 7.03 or Section 7.04, release all or substantially all of the aggregate value of the Guaranty, without
the written consent of each Lender;




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(g) notwithstanding anything contained
in any Loan Document (and for the avoidance of doubt notwithstanding any provision of this Section 10.01 other than this
clause (g) and clauses (h) and (i) below, but subject in each case to the consent of the Borrower, and to
the extent it would be otherwise required pursuant to the Agent Vote Requirement, the consent of the Administrative Agent, Collateral
Agent, Issuing Bank and/or the Swing Line Lender, as applicable), amend, waive or otherwise modify (I)(A)(X) any Loans under the
Non-Priority Facility to increase amortization thereof (or change the scheduled amortization payments thereof to earlier dates),
but, for the avoidance of doubt, the foregoing shall not prohibit the acceleration of (or termination of Commitments under) all
or any part of the Non-Priority Facility or (Y) the Financial Covenant (or any Default or Event of Default resulting from a failure
to perform or observe the Financial Covenant) or the provisions of Section 8.04, in each case in this clause (A),
without the consent of the Required Facility Lenders under the Priority Revolving Facility (and in the case of this clause
(A) no consent of any other Lender in its capacity as such shall be required except as set forth in the immediately succeeding
proviso); provided that no such amendment, modification or waiver contemplated by clause (I)(A)(Y) may result in
allowing a Credit Extension (whether such Credit Extension would occur at the time of such amendment, modification, waiver or
thereafter) under the Priority Revolving Facility if such Credit Extension would, absent such amendment, waiver or modification,
not be permitted, unless either (x) such amendment, waiver or modification shall have also been approved by the Required Facility
Lenders under the Closing Date Term Loan Facility or (y) after giving pro forma effect to such Credit Extension, the aggregate
Revolving Exposure then outstanding shall not exceed $20 million, (B) solely to the extent that any such amendment, modification
or waiver of any of the following defined terms or sections referred to in this clause (B) adversely affects the rights or duties
under this Agreement of the Priority Revolving Lenders in their capacity as such, (i) the definitions of FL/SL ICA Applicable
Provisions, EP ICA Applicable Provisions, ICA Applicable Provisions, Priority Revolving Agent, Priority Revolving Facility, Priority
Revolving Facility Trigger Event, Priority Revolving Facility Trigger Event Notice or Priority Revolving Facility Termination
Date or (ii) Sections 2.05(1)(f), 6.01(1), 6.01(2), 6.02(1), 9.15 or 10.28, (C) the
provisions of Section 7.04 to permit any otherwise non-permitted Asset Sales for an amount in excess of $35,000,000 in
the aggregate or (D) any provisions or terms of an Intercreditor Agreement or the definitions of Intercreditor Agreement, Equal
Priority Intercreditor Agreement or First Lien/Second Lien Intercreditor Agreement, in each case in a manner inconsistent with
the ICA Applicable Provisions, in each case under clauses (B) through (D) of this clause (g)(I), without the consent of
the Required Facility Lenders under the Priority Revolving Facility, (II)(A) any provision of any Loan Document that would permit
the Borrower or any Affiliate of the Borrower to purchase, take by assignment or otherwise become a Lender in respect of the Priority
Revolving Facility, (B) any provisions or terms of an Intercreditor Agreement or the definitions of Intercreditor Agreement, Equal
Priority Intercreditor Agreement or First Lien/Second Lien Intercreditor Agreement, in each case in a manner inconsistent with
the ICA Applicable Provisions or (C) solely to the extent that any such amendment, modification or waiver of any of the following
defined terms or sections referred to in this clause (C) adversely affects the rights or duties under this Agreement of the Non-Priority
Lenders in their capacity as such, the definitions of FL/SL ICA Applicable Provisions, EP ICA Applicable Provisions, ICA Applicable
Provisions, Priority Revolving Facility, Priority Revolving Facility Trigger Event, Priority Revolving Facility Trigger Event
Notice or Priority Revolving Facility Termination Date or Section 9.15, in each case under clauses (A) through (C) of this
clause (g)(II), without the consent of the Required Facility Lenders under the Non-Priority Facility, (III) Section
10.28 without the consent of Required Facility Lenders under the Closing Date Term Loan Facility or (IV) modify (i) this clause
(g) or clauses (h) or (i) below, (ii) the definitions of Required Lenders or Required Facility Lenders (it being
understood that neither the consent of the Required Lenders nor the consent of any Lender other than each Lender directly and
adversely affected thereby shall be required in connection with any change to the definition of “Required Facility Lenders”
as it pertains to the Facility under which such directly and adversely affected Lender is a Lender under), (iii) Section 2.13
in a manner that would alter the pro rata sharing of payments required thereby specified therein or (iv) Section 8.03
or the term Maximum Priority Revolving Amount, in each case under this clause (IV) without the written consent of each
Lender directly and adversely affected thereby (other than, in each case under this clause (IV), solely to reflect the
addition of Lenders under one or more additional credit facilities added to this Agreement and the right of any extensions of
credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits
of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Swing Line Loans and L/C Obligations
and the accrued interest and fees in respect thereof, that would not otherwise require a consent under clause (g)(I) through
(g)(III) that has not been obtained); provided further that any reference to amending, modifying or waiving any
particular definition in, or section of, any Loan Document in this clause (g) shall be deemed to include the amendment,
modification or waiver of any definition, component definition used therein or other section of a Loan Document referred to therein,
solely in respect of the use thereof in any such definition, component definition or section;




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(h) subject to the first proviso in clause
(g)(I) and clauses (g)(II), (g)(III) and (g)(IV) above, (x) amend, waive or otherwise modify any term
or provision or (y) waive any Default or Event of Default that results from any representation made or deemed made by any Loan
Party in any Loan Document in connection with any Credit Extension under one or more Revolving Facility being untrue in any material
respect as of the date made or deemed made, in each case of clauses (x) and (y), which directly affects Lenders under one or more
Revolving Facilities and does not directly affect Lenders under any other Facilities (it being understood that the waiver of any
conditions set forth in Section 4.02 as to any Credit Extension under one or more Revolving Facilities directly affects
the Lenders under such Revolving Facilities and does not directly affect Lenders under any other Facilities), in each case, without
the written consent of the Required Facility Lenders under such applicable Revolving Facility or Facilities (and in the case of
multiple Revolving Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided,
however, that the amendments, waivers or other modifications described in this clause (h) shall not, subject to
the immediately following proviso, require the consent of the Required Lenders or any other Lenders other than the Required Facility
Lenders under the applicable Revolving Facility or Facilities (it being understood that any amendment to the conditions of effectiveness
of Incremental Commitments set forth in Section 2.14 shall be subject to clause (j) below); provided further that
no such amendment, modification or waiver contemplated by this clause (h) may result in allowing a Credit Extension (whether
such Credit Extension would occur at the time of such amendment, modification, waiver or thereafter) under the Priority Revolving
Facility if such Credit Extension would, absent such amendment, waiver or modification, not be permitted, unless either (A) such
amendment, waiver or modification shall have also been approved by the Required Facility Lenders under the Closing Date Term Loan
Facility or (B) after giving pro forma effect to such Credit Extension, the aggregate Revolving Exposure then outstanding shall
not exceed $20 million;


 


(i) subject to clauses (g)(I) and
(g)(IV) above, amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more
Term Facilities and does not directly affect Lenders under any other Facilities, in each case, without the written consent of
the Required Facility Lenders under such applicable Term Facility or Facilities (and in the case of multiple Term Facilities which
are affected, such Required Facility Lenders shall consent together as one Facility); provided, however, that the
amendments, waivers or other modifications described in this clause (i) shall not require the consent of the Required Lenders
or any other Lenders other than the Required Facility Lenders under the applicable Term Facility or Facilities (it being understood
that any amendment to the conditions of effectiveness of Incremental Commitments set forth in Section 2.14 shall be subject
to clause (j) below);


 


(j) amend, waive or otherwise modify any
term or provision (including the availability and conditions to funding (subject to the requirements of Section 2.14) with
respect to Incremental Term Loans and Incremental Revolving Commitments, but excluding the rate of interest applicable thereto
which shall be subject to clause (c) above)) which directly affects Lenders of one or more Incremental Term Loans or Incremental
Revolving Commitments and does not directly affect Lenders under any other Facility, in each case, without the written consent
of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments (and in the
case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided,
however, that, to the extent permitted under Section 2.14, no amendments or waivers described in this clause
(j) shall require the consent of the Required Lenders or any other Lenders and shall only require the consent of the Required
Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments, including to the extent such
amendment or waiver includes provisions that benefit the Lenders under any other Facility and are not adverse to such other Lenders
(subject to any consent of the Administrative Agent or Priority Revolving Agent, as applicable, required under Section 2.14);
provided, however, that notwithstanding the foregoing, the amount that can be incurred (whether pursuant to Section
2.14 or the definition of Permitted Incremental Equivalent Debt) under the Available Incremental Amount cannot be increased
without the consent of the Required Lenders;




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provided that:


 


(i)             no
amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above,
affect the rights or duties of such Issuing Bank under this Agreement or any Issuing Bank Document relating to any Letter of Credit
issued or to be issued by it; provided, however, that this Agreement may be amended to adjust the mechanics related
to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only
the written consent of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving
Agent), the applicable Issuing Bank and the Borrower so long as the obligations of the Revolving Lenders, if any, who have not
executed such amendment, and if applicable the other Issuing Banks, if any, who have not executed such amendment, are not adversely
affected thereby;


 


(ii)            no
amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; provided, however, that this Agreement may be
amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent
(or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent), the Swing Line Lender and the Borrower
so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, are not adversely affected thereby;


 


(iii)           no
amendment, waiver or consent shall, unless in writing and signed by (x) the Administrative Agent or the Collateral Agent in addition
to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent
or the Collateral Agent, respectively, under this Agreement or any other Loan Document and (y) the Priority Revolving Agent in
addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Priority Revolving
Agent under this Agreement or any other Loan Document (this clause (iii), together with clauses (i) and (ii) immediately above,
the “Agent Vote Requirements”); and


 


(iv)          Section
10.07(7) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose
Loans are being funded by an SPC at the time of such amendment, waiver or other modification;


 


provided further that notwithstanding the foregoing:


 


(I)    no
Defaulting Lender shall have any right to approve or disapprove of 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 may be effected with the consent
of the applicable Lenders other than Defaulting Lenders), except that the Commitment of such Defaulting Lender may not be increased
or extended without the consent of such Defaulting Lender (it being understood that any Commitments or Loans held or deemed held
by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders);




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(II)          subject
to Section 10.01(1)(d), no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement
(i) that is for the purpose of adding the holders of Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness
or any other Permitted Indebtedness that is Secured Indebtedness (or a Debt Representative with respect thereto) as parties thereto,
as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment,
modification or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination
of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse,
in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement
in connection with joinders and supplements; provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent or the Collateral Agent, as applicable;


 


(III)         this
Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and
the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from
time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Swing Line Loans and L/C Obligations and the
accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders;


 


(IV)         any
waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders
holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be
effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were
the only Class of Lenders hereunder at the time;


 


(V)          any
provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower
and the Administrative Agent (or the Collateral Agent, as applicable) to cure any ambiguity, omission, defect or inconsistency
(including amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related
documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or
waiver is delivered in order to cause such Collateral Documents, guarantees, intercreditor agreements or related documents to
be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least
five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5)
Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required
Lenders object to such amendment; provided that the consent of the Lenders or the Required Lenders, as the case may be,
shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Loans, any
borrowing of Other Loans, any Extension or any borrowing of Replacement Loans and otherwise to effect the provisions of Section
2.14, 2.15 or 2.16 or the immediately succeeding paragraph of this Section 10.01, respectively or to effect
amendments to this Agreement or any other Loan Document as may be necessary in the reasonable opinion of the Borrower and the
Administrative Agent to effect any provision specifying that any waiver, amendment or modification may be made with the consent
or approval of the Administrative Agent; and




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(VI)         the
Borrower and the Administrative Agent may, without the input or consent of the other Lenders, effect changes to this Agreement
that are necessary and appropriate to effect the offering process set forth in Section 2.05(1)(e).


 


(2)           In
addition, notwithstanding anything to the contrary contained in this Section 10.01, this Agreement may be amended (each,
a “Replacement Amendment”) with the written consent of the Administrative Agent, the Borrower and the Lenders
providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Replaced
Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided that,


 


(a) the aggregate principal amount of such
Replacement Loans shall not exceed the aggregate principal amount of such Replaced Loans, plus accrued interest, fees, premiums
(if any) and penalties thereon and reasonable fees and expenses incurred in connection with such refinancing of Replaced Loans
with such Replacement Loans and any other Incremental Amounts,


 


(b) the All-In Yield with respect to
such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the
All-In Yield for such Replaced Loans (or similar interest rate spread applicable to such Replaced Loans) immediately prior to
such refinancing,


 


(c) the Weighted Average Life to Maturity
of such Replacement Loans shall not be shorter than the then-remaining Weighted Average Life to Maturity of such Replaced Loans
at the time of such refinancing,


 


(d) all other terms (other than with respect
to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Replacement
Loans shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence
of such Replacement Loans (as determined by the Borrower in good faith), (ii) if not otherwise consistent with the terms of such
Replaced Loans, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as
a whole, than the terms of such Replaced Loans, except, in each case under this clause (ii), with respect to (I) covenants
and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing
or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Replacement Loans
contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the
Closing Date Term LoansLoan Facility, the 2020 Incremental
Term Loan Facility or Closing Date Revolving Facility, as applicable, such Previously Absent Financial Maintenance Covenant
shall be included for the benefit of such Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent
(provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders
of Replacement Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also
added, or the features of such term or provision are provided, for the benefit of each of the Closing Date Term Loans,
the 2020 Incremental Term Loans and the Closing Date Revolving Facility),


 




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(e)
Replacement Loans shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors,
and


 


(f) in the case of Replacement Loans that
are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Restricted
Subsidiary other than the Collateral.


 


Notwithstanding anything to the contrary
in this Section 10.01, (x) each Replacement Amendment may, without the consent of any other Loan Party, Agent or Lender,
effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion
of the Administrative Agent and the Borrower, to effect the provisions of this Section 10.01(2) (for the avoidance of doubt,
this Section 10.01(2) shall supersede any other provisions in this Section 10.01 to the contrary), including to
effect technical and corresponding amendments to this Agreement and the other Loan Documents and (y) at the option of the Borrower
in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable
Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (y),
so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders.


 


(3)           In
addition, notwithstanding anything to the contrary in this Section 10.01,


 


(a) the Guaranty, the Collateral
Documents and related documents executed by Loan Parties in connection with this Agreement and the other Loan Documents may
be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived
with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any
other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii)
to cure ambiguities or defects or (iii) to cause the Guaranty, Collateral Documents or other document to be consistent with
this Agreement and the other Loan Documents (including by adding additional parties as contemplated herein or therein),
and


 


(b) if the Administrative Agent and the
Borrower shall have jointly identified an obvious error, mistake, ambiguity, incorrect cross-reference or any error or omission
of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for
the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting
in its sole discretion) and the Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment
shall become effective without any further action or consent of any other party to any Loan Document. Notification of such amendment
shall be made by the Administrative Agent to the Lenders promptly upon such amendment becoming effective.


 




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SECTION 10.02               Notices
and Other Communications; Facsimile Copies.


 


(1)           General.
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in
subsection (2) 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 facsimile 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:


 


(a) if to Holdings, the Borrower, the Administrative
Agent or the Priority Revolving Agent, to the address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(b) if to any other Lender, to the address,
facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire.


 


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 facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next succeeding
Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided
in subsection (2) below shall be effective as provided in such subsection (2).


 


The Priority Revolving Agent shall deliver
a copy of any notice delivered by it to the Administrative Agent for purposes of Section 8.03(b) of the Credit Agreement to each
Authorized Representative (as defined in the Equal Priority Intercreditor Agreement).


 


(2)           Electronic
Communication. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent (or to the extent
related to the Priority Revolving Facility, the Priority Revolving Agent), provided that the foregoing shall not apply
to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent (or the Priority Revolving
Agent, as applicable) that it is incapable of receiving notices under such Article by electronic communication. The Administrative
Agent, the Priority Revolving Agent or the Borrower may, 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.


 


(3)           Unless
the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next succeeding Business Day for the recipient and (b) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying
the website address therefor.




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(4)           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, the Priority Revolving Agent or any of their Agent-Related Persons or any Arranger (collectively, the “Agent Parties”)
have any liability to Holdings, the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, the Administrative Agent’s or the
Priority Revolving Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment
to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to Holdings, the Borrower, any Lender or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(5)           Change
of Address. Each Loan Party, the Priority Revolving Agent and the Administrative Agent may change its address, facsimile or
telephone number for notices and other communications hereunder by written notice to the other parties hereto. Each other Lender
may change its address, facsimile or telephone number for notices and other communications hereunder by written notice to the
Borrower and the Administrative Agent (or in the case of the Priority Revolving Lenders, the Priority Revolving Agent). In addition,
each Lender agrees to notify the Administrative Agent (or in the case of the Priority Revolving Lenders, the Priority Revolving
Agent) from time to time to ensure that the Administrative Agent or the Priority Revolving Agent, as applicable, has on record
(a) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other
communications may be sent and (b) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause
at least one 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.


 


(6)           Reliance
by the Administrative Agent. The Administrative Agent, the Priority Revolving Agent and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even
if (a) 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 (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify the Administrative Agent, the Priority Revolving Agent, each Lender and the Related Persons 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 the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent
or the Priority Revolving Agent may be recorded by the Administrative Agent or the Priority Revolving Agent, as applicable, and
each of the parties hereto hereby consents to such recording.




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SECTION 10.03               No Waiver; Cumulative Remedies.
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 hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 


Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other 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) hereunder and under the other Loan Documents, (b) any Issuing Bank or Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as Issuing Bank or Swing Line Lender, as the case may be) hereunder
and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.10 (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 any time there is no Person acting as Administrative Agent hereunder and under the other 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.


 


SECTION 10.04               Costs
and Expenses. The Borrower agrees (a) if the Closing Date occurs and to the extent not paid or reimbursed on or prior to the
Closing Date, to pay or reimburse the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority
Revolving Agent) and the Arranger with the “lead left” placement for all reasonable and documented out- of-pocket
costs and expenses of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving
Agent) and such Arranger incurred in connection with the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs of a single U.S. counsel (including, without limitation, those of
any common diligence team at such identified counsel for such Arranger) and, if necessary, a single local counsel in each relevant
material jurisdiction and (b) upon presentation of a summary statement, together with any supporting documentation reasonably
requested by the Borrower, to pay or reimburse the Administrative Agent, the Priority Revolving Agent, each Issuing Bank, each
Swing Line Lender and the other Lenders, taken as a whole, promptly following a written demand therefor for all reasonable and
documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement
or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding
under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, the Priority Revolving
Agent and the Lenders taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction and solely
in the case of a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected
Lenders similarly situated taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the
Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within
thirty (30) calendar days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable
detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan
Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or the Priority Revolving Agent, as
applicable, in its sole discretion.




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SECTION 10.05               Indemnification
by the Borrower. The Borrower shall indemnify and hold harmless the Agents, each Issuing Bank, each Swing Line Lender, and
each other Lender, the Arrangers and their respective Related Persons (collectively, the “Indemnitees”) from
and against any and all losses, claims, damages, liabilities or expenses (including Attorney Costs and Environmental Liabilities)
to which any such Indemnitee may become subject arising out of, resulting from or in connection with (but limited, in the case
of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel
to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole
in each relevant material jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant
material jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) any actual or threatened claim,
litigation, investigation or proceeding relating to the Transactions or to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the use, or proposed use of the
proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), whether based on contract,
tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation,
investigation or proceeding), and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the
 “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or expenses resulted from (a) the gross negligence, bad faith or
willful misconduct of such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment
of a court of competent jurisdiction, (b) a material breach of any obligations under any Loan Document by such Indemnitee or any
of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction or (c)
any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as
an administrative agent or arranger or any similar role under any Loan Document and other than any claims arising out of any act
or omission of Holdings or any of its Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction).
To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole
or in part because they are violative of any applicable Law or public policy, the Borrower shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred
by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information
or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement
(except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted
from the willful misconduct, bad faith or gross negligence of such Indemnitee), nor shall any Indemnitee or any Loan Party have
any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document
or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in
the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee
is otherwise entitled to indemnification pursuant to this Section 10.05). In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee
or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated
hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid
within thirty (30) calendar days after written demand therefor. The agreements in this Section 10.05 shall survive the
resignation of the Administrative Agent and the Priority Revolving Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall
not apply to Taxes, except any Taxes that represent losses, claims or damages arising from any non-tax claim. Notwithstanding
the foregoing, each Indemnitee shall be obligated to refund and return promptly any and all amounts paid by any Loan Party or
any of its Affiliates under this Section 10.05 to such Indemnitee for any such fees, expenses or damages to the extent
such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof.




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SECTION 10.06               Marshaling;
Payments Set Aside. None of the Administrative Agent, the Priority Revolving Agent or any Lender shall be under any obligation
to marshal any assets in favor of the Loan Parties or any other party or against or in payment of any or all of the Obligations.
To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any 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 such 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 of any amount
so recovered from or repaid by any 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 Overnight Rate from time to time in effect.


 


SECTION 10.07               Successors
and Assigns.


 


(1)           The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and registered assigns permitted hereby, except that neither Holdings nor the Borrower may, except as permitted by Section
7.03, 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 (including to
existing Lenders and their Affiliates) except (a) to an assignee in accordance with the provisions of Section 10.07(2)
(such an assignee, an “Eligible Assignee”) and (I) in the case of any Eligible Assignee that, immediately prior
to or upon giving effect to such assignment, is an Affiliated Lender, in accordance with the provisions of Section 10.07(8),
(II) in the case of any Eligible Assignee that is Holdings, the Borrower or any Subsidiary of the Borrower, in accordance with
the provisions of Section 10.07(12) or (C) in the case of any Eligible Assignee that, immediately prior to or upon giving
effect to such assignment, is a Debt Fund Affiliate, in accordance with the provisions of Section 10.07(11), (b) by way
of participation in accordance with the provisions of Section 10.07(4), (c) by way of pledge or assignment of a security
interest subject to the restrictions of Section 10.07(6), (d) to an SPC in accordance with the provisions of Section
10.07(7) (and any other attempted assignment or transfer by any party hereto shall be null and void) (or in the case of any
such attempted assignment or transfer to a Disqualified Institution shall be subject to the provisions set forth in the fourth
sentence of the definition of “Lender”) and (e) pursuant to and in accordance with the terms of Section 10.28.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(4) and,
to the extent expressly contemplated hereby, Related Persons of each of the Administrative Agent, the Priority Revolving Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.




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(2)   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
this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(2),
participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall
be subject to the following conditions:


 


(a)   Minimum Amounts.


 


(i)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing
to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and


 


(ii)      in
any case not described in subsection (2)(a)(i) of this Section 10.07, the aggregate amount of the Commitment or,
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 to the extent related
to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $1.0 million, in the case of Term Loans, and not less than $1.0 million,
in the case of Revolving Loans and Revolving Commitments, unless each of the Administrative Agent (or to the extent related to
the Priority Revolving Facility, the Priority Revolving Agent) and, so long as no Event of Default under Section 8.01(1)
or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing, the Borrower otherwise consents
(in the case of an assignment of Term Loans, each such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a
single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment
for purposes of determining whether such minimum amount has been met.


 


(b) 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
this Agreement with respect to the Loans or the Commitment assigned (it being understood that assignments under separate Facilities
shall not be required to be made on a pro rata basis).




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(c) Required Consents. No consent
shall be required for any assignment except to the extent required by Section 10.07(2)(a)(ii) and, in addition:


 


(i)     
the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (I) an Event of
Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing
at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if
a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (II) in respect of an assignment
of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender (including, solely with respect
to PSP, to any of its Affiliates with mezzanine or private equity activities) or an Approved Fund; provided that, notwithstanding
the foregoing, it shall not be unreasonable for the Borrower to withhold its consent to any assignment to any Person that is not
expressly a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution without regard
as to whether such Person is identifiable as an Affiliate of a Disqualified Institution on the basis of such Affiliate’s
name; provided, further, that no consent of the Borrower shall be required for an assignment of all or a portion
of the Loans pursuant to Section 10.07(8), (11) or (12);


 


(ii)     the
consent of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent)
(such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender,
an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that no consent of the Administrative
Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) shall be required for an assignment
of all or a portion of the Loans pursuant to Section 10.07(8), (11) or (12);


 


(iii)     the consent
of each applicable Issuing Bank at the time of such assignment (such consent not to be unreasonably withheld or delayed) shall
be required; provided that no consent of the applicable Issuing Bank shall be required for any assignment not related to
Revolving Commitments or Revolving Exposure;


 


(iv)     the consent
of each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no
consent of a Swing Line Lender shall be required for any assignment not related to Revolving Commitments or Revolving Exposure;
and


 


(v)     with respect
to assignments (but not, for the avoidance of doubt, Participations) of any Commitments and Loans under any Revolving Facility,
the consent of TPG Global, LLC shall be required (such consent not to be unreasonably withheld or delayed) (so long as the Investors
hold, directly or indirectly, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower) unless an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section
8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility,
the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date (it being understood that TPG Global, LLC shall be an express third party beneficiary of the provisions in this Section
10.07(2)(c)(v)); provided that, notwithstanding the foregoing, TPG Global, LLC may, in its sole discretion, withhold
its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by TPG Global, LLC to
be an Affiliate of a Disqualified Institution without regard as to whether such Person is identifiable as an Affiliate of a Disqualified
Institution on the basis of such Affiliate’s name.




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(d) Assignment and Assumption.
The parties to each assignment shall execute and deliver to the Administrative Agent (or to the extent related to the Priority
Revolving Facility, the Priority Revolving Agent) an Assignment and Assumption via an electronic settlement system acceptable
to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) (or, if
previously agreed with the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving
Agent), manually), and shall pay to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the
Priority Revolving Agent) a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion
of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) and which
fee shall not be payable in respect of any assignment by PSP to an Affiliate of PSP). Other than in the case of assignments pursuant
to Section 10.07(12), the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (or
to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) an Administrative Questionnaire and all
applicable tax forms.


 


(e) No Assignments to Certain Persons.
No such assignment shall be made (i) to Holdings, the Borrower or any of the Borrower’s Subsidiaries except as permitted
under Sections 2.05(1)(e) and 10.07(12), (ii) subject to Section 10.07(8), (11) or (12) below,
to any Affiliate of the Borrower, (iii) to a natural person, (iv) to any Disqualified Institution or (v) to any Defaulting Lender.


 


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 (or to
the extent related to the Priority Revolving Facility, the Priority Revolving 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 (or to the extent related
to the Priority Revolving Facility, the Priority Revolving 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
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent (or to the
extent related to the Priority Revolving Facility, the Priority Revolving Agent) or any Lender hereunder (and interest accrued
thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Letters of Credit
and Swing Line Loans in accordance with its Pro Rata Share. 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 paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of
this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) pursuant
to clause (3) of this Section 10.07 (and, in the case of an Affiliated Lender or a Person that, after giving effect
to such assignment, would become an Affiliated Lender, to the requirements of clause (8) of this Section 10.07),
from and after the effective date specified in each Assignment and Assumption, other than in connection with an assignment pursuant
to Section 10.07(12), (x) the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and (y) 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, 10.04 and 10.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment), but shall in any event continue to be subject to Section 10.09. Upon request,
and the surrender by the assigning Lender of its Note, 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 subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with Section 10.07(4).




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EACH LENDER HEREBY ACKNOWLEDGES THAT HOLDINGS
AND THE BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, ANY AFFILIATED LENDER (INCLUDING ANY INVESTOR) AND ANY DEBT FUND AFFILIATE
MAY FROM TIME TO TIME PURCHASE OR TAKE ASSIGNMENT OF TERM LOANS HEREUNDER IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS
AGREEMENT, INCLUDING PURSUANT TO SECTION 2.05 AND THIS SECTION 10.07 (INCLUDING THROUGH OPEN MARKET PURCHASES).


 


(3)            The
Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent), acting solely
for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office or the Priority Revolving
Agent’s Office, as applicable, a copy of each Assignment and Assumption delivered to it, each Affiliated Lender Assignment
and Assumption delivered to it, each notice of cancellation of any Loans delivered by the Borrower pursuant to subsections (8)
or (12) below, and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying Unreimbursed Amounts), L/C Borrowings
and amounts due under Section 2.03, 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 Agents 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, any Agent (and
in the case of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent),
any Affiliate thereof) and, with respect to its own Loans, any Lender, at any reasonable time and from time to time upon reasonable
prior notice. The parties intend that all Loans will be at all times maintained in “registered form” within the meaning
of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor
provisions of the Code or of such Treasury regulations). Notwithstanding the foregoing, in no event shall the Administrative Agent
be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender, nor shall the Administrative Agent
be obligated to monitor the aggregate amount of the Term Loans or Incremental Term Loans held by Affiliated Lenders.


 


(4)           Any
Lender may at any time, without the consent of, or, except as set forth in the proviso below, notice to, the Borrower or the Administrative
Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent), sell participations to any
Person (other than a natural person, the Borrower and its Affiliates, a Defaulting Lender or a Disqualified Institution) (each,
a “Participant”) in all or a portion of such Lender’s rights or obligations under this Agreement (including
all or a portion of its Commitment or the Loans (including such Lender’s participations in L/C Obligations or Swing Line
Loans) owing to it); provided that (a) such Lender’s obligations under this Agreement shall remain unchanged, (b)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) the Borrower,
the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and (d) in the case of any sale of a participation in a Revolving Facility, the Lender
shall notify the Borrower and TPG Global, LLC in writing no less than five (5) Business Days in advance thereof. 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 the other Loan Documents and to approve any amendment, modification or waiver of any provision of
this Agreement or any other Loan Document; 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 Sections 10.01(1) (other than clauses (g), (h) and (i) thereof) that directly and adversely affects such
Participant. Subject to subsection (5) of this Section 10.07, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01 (including subsections
(2), (3) and (4), as applicable) as though it were a Lender; provided that any forms required to be provided
under Section 3.01(3) shall be provided solely to the participating Lender), 3.04 and 3.05 (through the applicable
Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (2)
of this Section 10.07. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits
of Section 10.10 as though it were a Lender; provided that such Participant shall agree to be subject to Section
2.13 as though it were a Lender.




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(5)           Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04
or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.
Each Lender that sells a participation shall (acting solely for this purpose as a non-fiduciary agent of the Borrower) maintain
a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued
thereunder on which is entered the name and address of each Participant and the principal amounts (and related interest amounts)
of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”).
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender and the Borrower 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; provided that no Lender shall have the obligation to disclose all or a portion
of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest
in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent
such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered
form for U.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c),
proposed Treasury Regulations Section 1.163-5 or any applicable temporary, final or other successor regulations. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) (or to the extent related to the Priority Revolving
Facility, the Priority Revolving Agent, in its capacity as Priority Revolving Agent) shall have no responsibility for maintaining
a Participant Register.


 


(6)           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, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or any other central 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.




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(7)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent (or to the extent related
to the Priority Revolving Facility, the Priority Revolving Agent) and the Borrower (an “SPC”) the option to
provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement;
provided that (a) nothing herein shall constitute a commitment by any SPC to fund any Loan, (b) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof and (c) such SPC and the applicable Loan or any applicable part thereof shall be appropriately
reflected in the Participant Register. Each party hereto hereby agrees that (a) neither the grant to any SPC nor the exercise by
any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under
this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (b) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable and (c) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the Lender
hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and
as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (a)
with notice to, but without prior consent of the Borrower and the Administrative Agent (or to the extent related to the Priority
Revolving Facility, the Priority Revolving Agent) and with the payment of a processing fee of $3,500 (which processing fee may
be waived by the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent)
in its sole discretion and which fee shall not be payable in respect of any assignment by PSP to an Affiliate of PSP), assign all
or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (b) disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of
any surety or Guarantee or credit or liquidity enhancement to such SPC.


 


(8)           Any
Lender may at any time assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to
a Person who is or will become, after such assignment, an Affiliated Lender through (a) Dutch auctions or other offers to purchase
or take by assignment open to all applicable Lenders on a pro rata basis in accordance with procedures determined by such Affiliated
Lender in its sole discretion or (b) open market purchase on a non-pro rata basis, in each case subject to the following limitations:


 


(i)            Affiliated
Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted
to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than
the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to
be delivered to Lenders pursuant to Article II;


 


(ii)           each
Lender (other than an Affiliated Lender) will waive any potential claims arising from Holdings, the Borrower, the Investor or
any non-Debt Fund Affiliate or Debt Fund Affiliate being in possession of undisclosed information that may be material to such
Lender’s decision to participate in such repurchase or assignment (unless such requirement is waived by the Borrower);




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(iii)          each
Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender pursuant to clause (b) above
shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter;


 


(iv)          the
aggregate principal amount of Term Loans of any Class under this Agreement held by Affiliated Lenders at the time of any such purchase
or assignment shall not exceed 25% of the aggregate principal amount of Term Loans of such Class outstanding at such time under
this Agreement (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment
to an Affiliated Lender would result in the aggregate principal amount of all Term Loans of any Class held by Affiliated Lenders
exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio;


 


(v)           as
a condition to each assignment pursuant to this subsection (8), the Administrative Agent and the Borrower shall have been provided
a notice in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment would
constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring
any action in connection with such Loans against the Administrative Agent, in its capacity as such; and


 


(vi)          the
assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of Exhibit D-2 hereto (an “Affiliated Lender Assignment
and Assumption”).


 


Notwithstanding anything to the contrary
contained herein, any Affiliated Lender that has purchased Term Loans pursuant to this subsection (8) may, in its sole
discretion, contribute, directly or indirectly, the principal amount of such Term Loans or any portion thereof, plus all
accrued and unpaid interest thereon, to the Borrower for the purpose of cancelling and extinguishing such Term Loans. Upon the
date of such contribution, assignment or transfer, (x) the aggregate outstanding principal amount of Term Loans shall reflect
such cancellation and extinguishing of the Term Loans then held by the Borrower and (y) the Borrower shall promptly provide notice
to the Administrative Agent of such contribution of such Term Loans, and the Administrative Agent, upon receipt of such notice,
shall reflect the cancellation of the applicable Term Loans in the Register.


 


Each Affiliated Lender agrees to notify the
Administrative Agent and the Borrower promptly (and in any event within ten (10) Business Days) if it acquires any Person who
is also a Lender, and each Lender agrees to notify the Administrative Agent and the Borrower promptly (and in any event within
ten (10) Business Days) if it becomes an Affiliated Lender. The Administrative Agent may conclusively rely upon any notice delivered
pursuant to the immediately preceding sentence or pursuant to clause (v) of this subsection (8) and shall not have
any liability for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated Lender.


 


(9)           Notwithstanding
anything in Section 10.01 or the definition of “Required Lenders,” or “Required Facility Lenders”
to the contrary, for purposes of determining whether the Required Lenders and Required Facility Lenders (in respect of a Class
of Term Loans) have (a) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect
to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(10),
any plan of reorganization pursuant to the U.S. Bankruptcy Code, (b) otherwise acted on any matter related to any Loan Document
or (c) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action)
with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act
or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and, except with
respect to any amendment, modification, waiver, consent or other action (x) in Section 10.01 requiring the consent of all
Lenders, all Lenders directly and adversely affected or specifically such Lender, (y) that alters an Affiliated Lender’s
pro rata share of any payments given to all Lenders or (z) affects the Affiliated Lender (in its capacity as a Lender)
in a manner that is disproportionate to the effect on any Lender in the same Class, the Loans held by an Affiliated Lender shall
be disregarded in both the numerator and denominator in the calculation of any Lender vote (and shall be deemed to have been voted
in the same percentage as all other applicable Lenders voted if necessary to give legal effect to this paragraph) (but, in any
event, in connection with any amendment, modification, waiver, consent or other action, shall be entitled to any consent fee,
calculated as if all of such Affiliated Lender’s Loans had voted in favor of any matter for which a consent fee or similar
payment is offered).




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(10)         Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, and each Affiliated
Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced
by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably
authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held
by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs
such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the
Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole
discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization
to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately
adverse manner than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders.


 


(11)         Although
any Debt Fund Affiliate(s) shall be Eligible Assignees and shall not be subject to the provisions of Section 10.07(8),
(9) or (10), any Lender may, at any time, assign all or a portion of its rights and obligations with respect to
Term Loans under this Agreement to a Person who is or will become, after such assignment, a Debt Fund Affiliate only through (a)
Dutch auctions or other offers to purchase or take by assignment open to all Lenders on a pro rata basis in accordance with procedures
of the type described in Section 2.05(1)(e) (for the avoidance of doubt, without requiring any representation as to the
possession of material non-public information by such Affiliate) or (b) open market purchase on a non-pro rata basis. Notwithstanding
anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for purposes of determining
whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action
with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any
matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action
(or refrain from taking any action) with respect to or under any Loan Document, all Term Loans, Revolving Commitments and Revolving
Loans held by Debt Fund Affiliates, in the aggregate, may not account for more than 49.9% of the Term Loans, Revolving Commitments
and Revolving Loans of Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section
10.01. 







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(12)         Any
Lender may, so long as no Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights
and obligations with respect to Term Loans under this Agreement to Holdings, the Borrower or any Subsidiary of the Borrower through
(a) Dutch auctions or other offers to purchase open to all Lenders on a pro rata basis in accordance with procedures of the type
described in Section 2.05(1)(e) or (b) open market purchases on a non-pro rata basis; provided that:


 


(i)(I) if the assignee is Holdings or a Subsidiary
of the Borrower, upon such assignment, transfer or contribution, the applicable assignee shall automatically be deemed to have
contributed or transferred the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the
Borrower or (II) if the assignee is the Borrower (including through contribution or transfers set forth in clause (I)),
(A) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred
to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer,
(B) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing
of the Term Loans then held by the Borrower and (C) the Borrower shall promptly provide notice to the Administrative Agent of such
contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect
the cancellation of the applicable Term Loans in the Register;


 


(ii) each Lender (other than an Affiliated
Lender) that assigns any Loans to Holdings, the Borrower or any Subsidiary of the Borrower pursuant to clause (b) above
shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter; and


 


(iii) purchases of Term Loans pursuant to
this subsection (12) may not be funded with the proceeds of Revolving Loans.


 


(13)         Notwithstanding
anything to the contrary contained herein, without the consent of the Borrower, the Priority Revolving Agent or the Administrative
Agent, (a) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing
to it and the Note, if any, held by it and (b) any Lender that is a Fund may create a security interest in all or any portion of
the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by
such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a
Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender
from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights
of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest
through foreclosure or otherwise.


 


(14)         The
Administrative Agent and the Priority Revolving 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 and the Priority Revolving 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.


 


(15)         It
is understood and agreed that this Section 10.07 shall not apply to assignments or other transfers pursuant to and in accordance
with Section 10.28.


 


SECTION 10.08               Resignation
of Issuing Bank and Swing Line Lender. Notwithstanding anything to the contrary contained herein, any Issuing Bank or Swing
Line Lender may, upon thirty (30) Business Days’ notice to the Borrower and the Lenders, resign as an Issuing Bank or Swing
Line Lender, respectively, so long as on or prior to the expiration of such 30-Business Day period with respect to such resignation,
the relevant Issuing Bank or Swing Line Lender shall have identified a successor Issuing Bank or Swing Line Lender reasonably
acceptable to the Borrower willing to accept its appointment as successor Issuing Bank or Swing Line Lender, as applicable. In
the event of any such resignation of an Issuing Bank or Swing Line Lender, the Borrower shall be entitled to appoint from among
the Lenders willing to accept such appointment a successor Issuing Bank or Swing Line Lender hereunder; provided that no
failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank or Swing Line
Lender, as the case may be, except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain
all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as an Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders
to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(3)). If the Swing
Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it outstanding as of the effective date of such resignation (including the right to require
the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(3)).




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SECTION 10.09               Confidentiality.
Each of the Agents, the Arrangers, the Lenders and each Issuing Bank agrees to maintain the confidentiality of the Information
in accordance with its customary procedures (as set forth below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers, employees, legal counsel, independent auditors,
agents, trustees, managers, controlling Persons, advisors and representatives who need to know such information (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, with such Affiliate being responsible for such Person’s compliance with this Section
10.09; provided, however, that such Agent, such Arranger, such Lender or such Issuing Bank, as applicable, shall
be principally liable to the extent this Section 10.09 is violated by one or more of its Affiliates or any of its or their respective
partners, directors, officers, employees, legal counsel, independent auditors, agents, trustees, managers, controlling Persons,
advisors or representatives), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it
(including any self-regulatory authority, such as the National Association of Insurance Commissioners); provided, however,
that each Agent, each Arranger, each Lender and each Issuing Bank agrees to notify the Borrower promptly thereof (except in connection
with any request as part of a regulatory examination) to the extent it is legally permitted to do so, (c) to the extent required
by applicable laws or regulations or by any subpoena or otherwise (including by order) as required by applicable Law or regulation
or as requested by a governmental authority; provided that such Agent, such Arranger, such Lender or such Issuing Bank,
as applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person
(except in connection with any request as part of a regulatory examination) unless such notification is prohibited by law, rule
or regulation, (d) [reserved], (e) for purposes of establishing a “due diligence” defense, (f) on a confidential basis
to service providers to the Agents and the Lenders in connection with the administration, settlement and management of this Agreement
and the credit facilities provided hereunder, (g) with the consent of the Borrower, (h) to market data collectors for customary
purposes in the lending industry in connection with the Facilities, (i) to the extent such Information (I) becomes publicly available
other than as a result of a breach by any Person of this Section 10.09 or any other confidentiality provision in favor
of any Loan Party (including, with respect to PSP, to any of its Affiliates with mezzanine or private equity activities), (II)
becomes available to any Agent, any Arranger, any Lender, any Issuing Bank or any of their respective Affiliates on a non- confidential
basis from a source other than Holdings, the Borrower or any Subsidiary thereof, and which source is not known by such Agent,
such Lender, such Issuing Bank or the applicable Affiliate to be subject to a confidentiality restriction in respect thereof in
favor of Holdings, the Borrower or any Affiliate thereof or (III) is independently developed by the Agents, the Lenders, the Issuing
Banks, the Arrangers or their respective Affiliates, in each case, so long as not based on information obtained in a manner that
would otherwise violate this Section 10.09 or (j) with respect to PSP, the disclosure of its role in the Transactions in
any marketing materials, press release, promotional materials, “tombstone” advertisement or as a part of a “case
study” each in connection with the Facilities.




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For purposes of this Section 10.09,
 “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any
Loan Party or any Subsidiary or Affiliate thereof or their respective businesses, other than any such information that is available
to any Agent, any Lender or any Issuing Bank on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary
thereof; it being understood that no information received from Holdings, the Borrower or any Subsidiary or Affiliate thereof after
the date hereof shall be deemed non-confidential on account of such information not being clearly identified at the time of delivery
as being confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.09
shall be considered to have complied with its obligation to do so in accordance with its customary procedures 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.


 


Each Agent, each Arranger, each Lender and
each Issuing Bank acknowledges that (a) the Information may include trade secrets, protected confidential information, or material
non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of such information and (c) it will handle such information in accordance with applicable Law, including United
States Federal and state securities Laws and to preserve its trade secret or confidential character.


 


The respective obligations of the Agents,
the Arrangers, the Lenders and any Issuing Bank under this Section 10.09 shall survive, to the extent applicable to such
Person, (x) the payment in full of the Obligations and the termination of this Agreement, (y) any assignment of its rights and
obligations under this Agreement and (z) the resignation or removal of any Agent, Swing Line Lender or Issuing Bank.


 


SECTION 10.10               Setoff.
If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time
and from time to time, after obtaining the prior written consent of the Administrative Agent, 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 such Issuing Bank
to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party then due and payable
under this Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender
or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document; 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 (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) for further
application in accordance with the provisions of Section 2.17 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 (or to the extent related to
the Priority Revolving Facility, the Priority Revolving Agent), the Issuing Banks 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 each Issuing Bank under this Section 10.10
are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may
have. Each Lender and each Issuing Bank agrees to notify the Borrower and the Administrative Agent (or to the extent related to
the Priority Revolving Facility, the Priority Revolving 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.




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SECTION 10.11               Interest Rate Limitation.
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 any 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 an 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.


 


SECTION 10.12               Counterparts; Integration;
Effectiveness. This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and the Priority Revolving Agent and when the Administrative Agent and the Priority Revolving Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging (including in.pdf format)
means shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION
10.13               Electronic Execution of Assignments and Certain Other Documents. The words “delivery,” “execution,”
 “execute,” “signed,” “signature,” and words of like import in or related to any document to
be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall
be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic
platforms approved by the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving
Agent), or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state or
District of Columbia laws based on the Uniform Electronic Transactions Act.


 


SECTION 10.14               Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or 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, the Priority
Revolving Agent and each Lender, regardless of any investigation made by the Administrative Agent, the Priority Revolving Agent
or any Lender or on their behalf and notwithstanding that the Administrative Agent, the Priority Revolving Agent or any Lender
may have had notice or knowledge of 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.




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SECTION 10.15               Severability. If any
provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity
and enforceability of the remaining provisions of this Agreement and the other 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.


 


SECTION 10.16               GOVERNING
LAW.


 


(1)           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(2)           THE
BORROWER, HOLDINGS, THE ADMINISTRATIVE AGENT, THE PRIORITY REVOLVING AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH
OF MANHATTAN, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH 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 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. EACH PARTY HERETO AGREES THAT THE AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH
THE EXERCISE OF ANY RIGHTS UNDER ANY COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.


 


(3)           THE
BORROWER, HOLDINGS, THE ADMINISTRATIVE AGENT, THE PRIORITY REVOLVING AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (2) OF THIS SECTION 10.16. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.




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SECTION 10.17               WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.17.


 


SECTION 10.18               Binding Effect. This
Agreement shall become effective when it shall have been executed by the Borrower, the Priority Revolving Agent and the Administrative
Agent and the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent)
shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to
the benefit of the Borrower, each Agent, each Lender, each other party hereto and their respective successors and assigns.


 


SECTION 10.19               Lender Action. Each
Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against
any Loan Party under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff,
rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings,
or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without
the prior written consent of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority
Revolving Agent). The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to,
or constitute a defense available to, any Loan Party.


 


SECTION 10.20               Use of Name, Logo, etc.
Each Loan Party consents to the publication in the ordinary course by the Administrative Agent, the Priority Revolving Agent or
the Arrangers of customary advertising material relating to the financing transactions contemplated by this Agreement using such
Loan Party’s name, product photographs, logo or trademark; provided that any such material shall be provided to the
Borrower for its review a reasonable period of time in advance of publication. Such consent shall remain effective until revoked
by such Loan Party in writing to the Administrative Agent, the Priority Revolving Agent and the Arrangers.


 


SECTION 10.21               USA PATRIOT Act. Each
Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that
will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT
Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and
other 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 USA PATRIOT Act.



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SECTION 10.22               Service
of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


 


SECTION 10.23               No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees that
(a) (i) the arranging and other services regarding this Agreement provided by the Agents, the Arrangers and the Lenders are arm’s-length
commercial transactions between the Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative
Agent, the Priority Revolving Agent, the Arrangers and the Lenders, on the other hand, (ii) each of the Borrower and Holdings has
consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (iii) each of the
Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (b) (i) each Agent, each Arranger and each Lender 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, Holdings or any of their respective Affiliates, or any other Person and (ii)
none of the Agents, the Arrangers nor any Lender has any obligation to the Borrower, Holdings or any of their respective Affiliates
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents and (c) the Agents, the Arrangers, 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, Holdings and their respective Affiliates, and none of the Agents,
the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, Holdings or any of their respective
Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that
it may have against the Agents, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.


 


SECTION 10.24               Release
of Collateral and Guarantee Obligations; Subordination of Liens.


 


(1)           The
Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent
by the Loan Parties on any Collateral shall be automatically released (a) in full, as set forth in clause (2) below, (b)
upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer
permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent
such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may
rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further
inquiry), (c) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party,
upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by
the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01),
(e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from
its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required by the Collateral Agent
to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral
Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded Assets. Any such release
shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations
(other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the
proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released
in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree
that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event
permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded
Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception,
subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the
definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority
interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as
determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the
Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements
necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions
of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant
contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated.




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(2)           Notwithstanding
anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request
of the Borrower, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of,
any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all
obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect
of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent
obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized,
backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement
reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision
that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed
thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all
as though such payment had not been made.


 


(3)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens
permitted by the Loan Documents, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote
or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien
permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.


 


SECTION 10.25               Assumption
and Acknowledgment. Effective immediately after the funding of the Closing Date Loans hereunder and the consummation of the
Closing Date Merger, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Convey Health
Solutions, Inc. hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations
(including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”)
including, any claims, liabilities or obligations arising from Initial Borrower’s failure to perform any of its covenants,
agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings
hereby acknowledges the Assumption by Convey Health Solutions, Inc. and its effectiveness immediately after the consummation of
the Acquisition, the execution and delivery by Convey Health Solutions, Inc. of a counterpart hereto and the funding of the Closing
Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto,
Convey Health Solutions, Inc. hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations,
warranties and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent,
each Lender and each Issuing Bank hereby consents to the Assumption.




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SECTION 10.26               Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an EEA
Financial Institution is a party to this Agreement, notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA
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 EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(1)           the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(2)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(a) a reduction in full or in part or cancellation
of any such liability;


 


(b) a conversion of all, or a
portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent
entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(c) the variation of the terms of such
liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.


 


SECTION 10.27                Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
any Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties hereto hereby 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):




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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) 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.


 


SECTION 10.28               Purchase
Option.


 


(1)           Purchase
Notice. The Closing Date Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th
Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is
continuing on the date the Closing Date Term Loan Lenders exercise such option), to (x) purchase from the Priority Revolving Lenders
all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y)
assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred
to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in
Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising
Closing Date Term Loan Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative
Agent and the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender). A Purchase
Notice once delivered shall be irrevocable. Each Closing Date Term Loan Lender shall have the right to purchase and assume its
pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights may exercise the rights
of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders
until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase Notice).


 


(2)           Purchase
Option Closing. On the date specified in the Purchase Notice (which shall not be less than 3 Business Days nor more than 5
Business Days, after delivery to the Agents of the Purchase Notice), the Priority Revolving Lenders shall sell to the exercising
Closing Date Term Loan Lenders, and the exercising Closing Date Term Loan Lenders shall purchase and assume from Priority Revolving
Lenders, the Subject Obligations. Upon such closing, each selling Priority Revolving Lender shall be released from all of its
Subject Obligations hereunder, including any obligation to purchase any participation in any Letter of Credit relating to the
Subject Obligations.




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(3)           Purchase
Price. The purchase, sale and assumption pursuant to this Section 10.28 shall be made by execution and delivery by the
Administrative Agent, Priority Revolving Agent, Priority Revolving Lenders and exercising Closing Date Term Loan Lenders of an
Assignment and Assumption; provided that if all conditions of this Section are met other than the execution of such Assignment
and Assumption by the Priority Revolving Lenders or the Priority Revolving Agent, and the exercising Closing Date Term Loan Lenders
shall have so executed such Assignment and Assumption, such assignment shall nevertheless be valid and shall have deemed to be
effectuated. Upon the date of such purchase and sale, (i) the exercising Closing Date Term Loan Lenders shall pay to the Priority
Revolving Agent for the benefit of the Priority Revolving Lenders as the purchase price therefor 100% of the outstanding Subject
Obligations, including, without limitation, principal, interest accrued and unpaid thereon, and any fees accrued and unpaid thereon,
to the extent earned or due and payable in accordance with the Loan Documents and irrespective of whether allowed or allowable
in connection with any insolvency proceeding, (ii) any unreimbursed Obligations in respect of Letters of Credit owing to the Priority
Revolving Lenders, to the extent relating to and incurred in reliance on the Subject Obligations (which in the case of contingent
reimbursement obligations in respect of the undrawn portion of any such Letter of Credit, shall be Cash Collateralized by the exercising
Closing Date Term Loan Lenders; it being agreed by the parties hereto that the Priority Revolving Agent and Issuing Bank shall
(x) be entitled to apply such Cash Collateral solely to reimburse any drawings on such Letters of Credit issued by the Issuing
Bank or in respect of fees and costs chargeable under the Loan Documents in respect thereof for which the selling Priority Revolving
Lenders remain liable in respect of funding participation therein and (y) promptly return any unapplied portion of such Cash Collateral
to the Priority Revolving Agent for the benefit of the Closing Date Term Loan Lenders at such time as (1) the Letter of Credit
issued by it have been returned for cancellation, have expired, or otherwise have been terminated and (2) all Obligations with
respect to such Letters of Credit have been paid in full) and (iii) the exercising Closing Date Term Loan Lenders shall pay all
expenses to the extent owing to the Priority Revolving Lenders in accordance with the Loan Documents in connection with the Subject
Obligations. Such purchase price and Cash Collateral shall be remitted by wire transfer of immediately available funds to the Priority
Revolving Agent in accordance with this Agreement, solely for the account of the selling Priority Revolving Lenders and shall be
immediately distributed to such selling Priority Revolving Lenders in accordance with their respective ratable shares. Interest
and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid
by the Closing Date Term Loan Lenders are received by the Priority Revolving Agent on or prior to 2:00 p.m., New York City time,
and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the Closing Date Term Loan
Lenders are received by the Priority Revolving Agent later than 2:00 p.m., New York City time.


 


(4)           Nature
of Sale. The purchase, assignment and sale pursuant to this Section 10.28 shall be expressly made without representation
or warranty of any kind by the Priority Revolving Lenders as to the Subject Obligations or otherwise and without recourse to the
selling Priority Revolving Lenders, except for representations and warranties as to the following: (i) the amount of the Subject
Obligations being purchased (including as to the principal of and accrued and unpaid interest on such Subject Obligations, fees
and expenses thereof), (ii) that such Priority Revolving Lender owns the Subject Obligations held by it free and clear of any
Liens and (iii) such Priority Revolving Lender has the full right and power to assign its Subject Obligations and such assignment
has been duly authorized by all necessary corporate action by such Priority Revolving Lender, as the case may be.


 


(5)           Affiliates.
For the avoidance of doubt, the purchase option of the Closing Date Term Loan Lenders described in this Section 10.28 may
be exercised by such Closing Date Term Loan Lender’s respective Affiliates or Approved Funds.




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(6)               Automatic
Designation as Priority Revolving Facility. Upon the consummation of the purchase, assignment and sale pursuant to this Section
10.28, notwithstanding the definition of Priority Revolving Facility, it is understood and agreed that the Priority Revolving
Facility shall remain and be deemed automatically designated as such without any further action or deliveries on the part of the
Borrower or any other Person and shall remain the Priority Revolving Facility, and the Closing Date Term Loan Lenders purchasing
and taking by assignment the Priority Revolving Facility shall be deemed the holders of the Priority Revolving Facility in their
capacities as such, and references to the Priority Revolving Agent (other than for purposes of clauses (ii)(x) and (y) of Section
10.28(3)) shall be deemed to be the Administrative Agent.


 


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