Exhibit 10.11





 


EXECUTION
VERSION


 





	 









CREDIT
AGREEMENT


 


dated
as of


March
31, 2020


 


among


 


ALCLEAR
HOLDINGS, LLC,


as
Borrower,


 


THE
OTHER LOAN PARTIES PARTY HERETO,


 


THE
LENDERS PARTY HERETO,


 


and


 


JPMORGAN
CHASE BANK, N.A.,


as
Administrative Agent


 





 






 


JPMORGAN
CHASE BANK, N.A.


as
Sole Bookrunner and Sole Lead Arranger


  


	 






     


     


    




	 	 	Page
	 	 	 
	 	TABLE
    OF CONTENTS	 
	 	 	 
	 	ARTICLE
    I.	 
	 	DEFINITIONS	 
	 	 	 
	SECTION
    1.01	Defined
    Terms	1
	SECTION
    1.02	Classification
    of Loans and Borrowings	29
	SECTION
    1.03	Terms
    Generally	29
	SECTION
    1.04	Accounting
    Terms; GAAP	29
	SECTION
    1.05	Status
    of Obligations	30
	SECTION
    1.06	Interest
    Rates; LIBOR Notification	30
	SECTION
    1.07	Pro
    Forma Calculations	30
	SECTION
    1.08	Rounding	31
	 	 	 
	 	ARTICLE
    II.	 
	 	THE
    CREDITS	 
	 	 	 
	SECTION
    2.01	Commitments	31
	SECTION
    2.02	Loans
    and Borrowings	31
	SECTION
    2.03	Requests
    for Borrowings	32
	SECTION
    2.04	[Intentionally
    Omitted]	32
	SECTION
    2.05	[Intentionally
    Omitted]	32
	SECTION
    2.06	Letters
    of Credit	32
	SECTION
    2.07	Funding
    of Borrowings	36
	SECTION
    2.08	Interest
    Elections	37
	SECTION
    2.09	Termination
    and Reduction of Commitments	38
	SECTION
    2.10	Repayment
    of Loans; Evidence of Debt	38
	SECTION
    2.11	Prepayment
    of Loans	39
	SECTION
    2.12	Fees	39
	SECTION
    2.13	Interest	40
	SECTION
    2.14	Alternate
    Rate of Interest; Illegality	41
	SECTION
    2.15	Increased
    Costs	42
	SECTION
    2.16	Break
    Funding Payments	43
	SECTION
    2.17	Payments
    Free of Taxes	43
	SECTION
    2.18	Payments
    Generally; Allocation of Proceeds; Pro Rata Treatment; Sharing of Set-offs	46
	SECTION
    2.19	Mitigation
    Obligations; Replacement of Lenders	48
	SECTION
    2.20	Defaulting
    Lenders	49
	SECTION
    2.21	Returned
    Payments	51
	SECTION
    2.22	Expansion
    Option; Incremental Facilities	51
	SECTION
    2.23	Banking
    Services and Swap Agreements	52
	 	 	 
	 	ARTICLE
    III.	 
	 	REPRESENTATIONS
    AND WARRANTIES	 
	 	 	 
	SECTION
    3.01	Organization;
    Powers	52
	SECTION
    3.02	Authorization;
    Enforceability	53
	SECTION
    3.03	Governmental
    Approvals; No Conflicts	53
	SECTION
    3.04	Financial
    Condition; No Material Adverse Change	53
	SECTION
    3.05	Properties;
    Intellectual Property	53
	SECTION
    3.06	Litigation
    and Environmental Matters	54
	SECTION
    3.07	Compliance
    with Laws and Agreements	54
	SECTION
    3.08	Investment
    Company Status	54
	SECTION
    3.09	Taxes	54
	SECTION
    3.10	ERISA	54
	SECTION
    3.11	Disclosure	54
	SECTION
    3.12	No
    Default	55
	SECTION
    3.13	Solvency	55
	SECTION
    3.14	Insurance	55










    -i- 


     


    

	 	 	Page
	 	 	 
	SECTION
    3.15	Capitalization
    and Subsidiaries	55
	SECTION
    3.16	Security
    Interest in Collateral	55
	SECTION
    3.17	Employment
    Matters	55
	SECTION
    3.18	Margin
    Regulations	56
	SECTION
    3.19	Anti-Corruption
    and Anti-Terrorism Laws and Sanctions	56
	SECTION
    3.20	Federal
    Reserve Regulations	56
	SECTION
    3.21	EEA
    Financial Institution	56
	SECTION
    3.22	Plan
    Assets; Prohibited Transactions	56
	 	 	 
	 	ARTICLE
    IV.	 
	 	CONDITIONS	 
	 	 	 
	SECTION
    4.01	Effective
    Date	56
	SECTION
    4.02	Each
    Credit Event	59
	 	 	 
	 	ARTICLE
    V.	 
	 	AFFIRMATIVE
    COVENANTS	 
	 	 	 
	SECTION
    5.01	Financial
    Statements; and Other Information	59
	SECTION
    5.02	Notices
    of Material Events	60
	SECTION
    5.03	Existence;
    Conduct of Business	61
	SECTION
    5.04	Payment
    of Obligations	61
	SECTION
    5.05	Maintenance
    of Properties	61
	SECTION
    5.06	Books
    and Records; Inspection Rights	61
	SECTION
    5.07	Compliance
    with Laws	62
	SECTION
    5.08	Use
    of Proceeds and Letters of Credit	62
	SECTION
    5.09	Insurance	62
	SECTION
    5.10	Additional
    Subsidiaries	63
	SECTION
    5.11	Additional
    Collateral; Further Assurances	63
	SECTION
    5.12	Accuracy
    of Information	63
	SECTION
    5.13	Post-Closing
    Covenant	64
	SECTION
    5.14	Depository
    Banks	64
	 	 	 
	 	ARTICLE
    VI.	 
	 	NEGATIVE
    COVENANTS	 
	 	 	 
	SECTION
    6.01	Indebtedness	64
	SECTION
    6.02	Liens	67
	SECTION
    6.03	Fundamental
    Changes	68
	SECTION
    6.04	Investments,
    Loans, Advances, Guarantees and Acquisitions	69
	SECTION
    6.05	Swap
    Agreements	71
	SECTION
    6.06	Restricted
    Payments	71
	SECTION
    6.07	Transactions
    with Affiliates	73
	SECTION
    6.08	Restrictive
    Agreements	74
	SECTION
    6.09	Amendment
    to Subordinated Indebtedness; Material Documents; Fiscal Year	74
	SECTION
    6.10	Consolidated
    Total Net Leverage Ratio	74
	SECTION
    6.11	Sale
    and Leaseback Transaction	74
	SECTION
    6.12	Asset
    Sales	75
	 	 	 
	 	ARTICLE
    VII.	 
	 	EVENTS
    OF DEFAULT	 
	 	 	 
	 	ARTICLE
    VIII.	 
	 	THE
    ADMINISTRATIVE AGENT	 
	 	 	 
	SECTION
    8.01	Authorization
    and Action	79
	SECTION
    8.02	Administrative
    Agent’s Reliance, Indemnification, Etc.	81
	SECTION
    8.03	Posting
    of Communications	82
	SECTION
    8.04	The
    Administrative Agent Individually	83
	SECTION
    8.05	Successor
    Administrative Agent	83









    -ii- 


     


    

	 	 	Page
	 	 	 
	SECTION
    8.06	Acknowledgements
    of Lenders and Issuing Banks	84
	SECTION
    8.07	Collateral
    Matters	85
	SECTION
    8.08	Credit
    Bidding	85
	SECTION
    8.09	Certain
    ERISA Matters	86
	 	 	 
	 	ARTICLE
    IX.	 
	 	MISCELLANEOUS	 
	 	 	 
	SECTION
    9.01	Notices	87
	SECTION
    9.02	Waivers;
    Amendments	89
	SECTION
    9.03	Expenses;
    Indemnity; Damage Waiver	91
	SECTION
    9.04	Successors
    and Assigns	92
	SECTION
    9.05	Survival	95
	SECTION
    9.06	Counterparts;
    Integration; Effectiveness; Electronic Execution	95
	SECTION
    9.07	Severability	96
	SECTION
    9.08	Right
    of Setoff	96
	SECTION
    9.09	Governing
    Law; Jurisdiction; Consent to Service of Process	96
	SECTION
    9.10	WAIVER
    OF JURY TRIAL	97
	SECTION
    9.11	Headings	97
	SECTION
    9.12	Confidentiality	97
	SECTION
    9.13	Several
    Obligations; Nonreliance; Violation of Law	98
	SECTION
    9.14	USA
    PATRIOT Act	98
	SECTION
    9.15	Disclosure	98
	SECTION
    9.16	Appointment
    for Perfection	98
	SECTION
    9.17	Interest
    Rate Limitation	99
	SECTION
    9.18	No
    Fiduciary Duty, etc.	99
	SECTION
    9.19	Marketing
    Consent	100
	SECTION
    9.20	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	100
	 	 	 
	 	ARTICLE
    X.	 
	 	LOAN
    GUARANTY	 
	 	 	 
	SECTION
    10.01	Guaranty	100
	SECTION
    10.02	Guaranty
    of Payment	100
	SECTION
    10.03	No
    Discharge or Diminishment of Loan Guaranty	101
	SECTION
    10.04	Defenses
    Waived	101
	SECTION
    10.05	Rights
    of Subrogation	102
	SECTION
    10.06	Reinstatement;
    Stay of Acceleration	102
	SECTION
    10.07	Information	102
	SECTION
    10.08	Termination	102
	SECTION
    10.09	Taxes	102
	SECTION
    10.10	Maximum
    Liability	102
	SECTION
    10.11	Contribution	103
	SECTION
    10.12	Liability
    Cumulative	103
	SECTION
    10.13	Keepwell	103
	SECTION
    10.14	Release
    of Guarantors	104









    -iii- 


     


    

	SCHEDULES:	 	 
	 	 	 
	Schedule
    2.01	–	Commitments
	Schedule
    3.05	–	Properties;
    Intellectual Property
	Schedule
    3.06	–	Disclosed
    Matters
	Schedule
    3.14	–	Insurance
	Schedule
    3.15	–	Subsidiaries
	Schedule
    4.01(b)	–	Collateral
    Documents
	Schedule
    5.13	–	Post-Closing
    Covenant
	Schedule
    6.01	–	Existing
    Indebtedness
	Schedule
    6.02	–	Existing
    Liens
	Schedule
    6.04	–	Existing
    Investments
	Schedule
    6.08	–	Existing
    Restrictions
	 	 	 
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit
    A	–	Form
    of Assignment and Assumption
	Exhibit
    B	–	Compliance
    Certificate
	Exhibit
    C	–	Joinder
    Agreement
	Exhibit
    D-1	–	U.S.
    Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit
    D-2	–	U.S.
    Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit
    D-3	–	U.S.
    Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit
    D-4	–	U.S.
    Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit
    E	–	Form
    of Increasing Lender Supplement – Existing Lender
	Exhibit
    F	–	Form
    of Augmenting Lender Supplement – New Lender
	Exhibit
    G	–	Form
    of Borrowing Request
	Exhibit
    H	–	Form
    of Solvency Certificate
	Exhibit
    I	–	Form
    of Note
	Exhibit
    J	–	Form
    of Interest Election Request









    -iv- 


     


    

CREDIT
AGREEMENT dated as of March 31, 2020 (the “Effective Date”) (as it may be amended, modified, restated,
or otherwise supplemented from time to time, this “Agreement”), among ALCLEAR HOLDINGS, LLC, a Delaware
limited liability company, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE
BANK, N.A., as the Administrative Agent.


 


WHEREAS,
the Borrower has requested that the Lenders extend credit to the Borrower in the form of a revolving credit facility (including
a letter of credit subfacility) in an aggregate principal amount of $50,000,000 pursuant to this Agreement; and


 


WHEREAS,
the proceeds of Borrowings hereunder will be used for working capital and other general corporate purposes of the Borrower and
the Subsidiaries (including Permitted Acquisitions, Capital Expenditures, and other Investments and Restricted Payments, in each
case, to the extent permitted under this Agreement).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I.


Definitions


 


SECTION
1.01      Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Acquisition”
means any transaction or series of related transactions by the Borrower or its Subsidiaries resulting, directly or indirectly,
in (a) the acquisition of all or substantially all of the assets of any Person (other than an existing Subsidiary), or any business
or division of any Person (other than an existing Subsidiary), (b) the acquisition of in excess of fifty percent (50%) of the
stock (or other Equity Interests) with ordinary voting power of any Person (other than an existing Subsidiary), or (c) the acquisition
of another Person (other than an existing Subsidiary) by a merger, amalgamation or consolidation or any other combination with
such Person.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the
LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.




 


“Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders
hereunder, and any successor administrative agent as provided in Article VIII.


 


“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative
Agent.


 


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


 


“Agent Indemnitee” has the meaning assigned to it in Section 9.03(c) .


 


“Aggregate
Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.


 


“Agreement” has the meaning assigned to it in the introductory paragraph of this Agreement.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a one-month Interest Period on
such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose
of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not
available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.
If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt,
only until any amendment has become effective pursuant to Section 2.14(c)), then the Alternate Base Rate shall be the greater
of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the
Alternate Base Rate as determined pursuant to the foregoing would be less than 2.00%, such rate shall be deemed to be 2.00% for
purposes of this Agreement.




     1


     


    







“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries
from time to time concerning or relating to bribery or corruption.


 


“Applicable Percentage” means, at any time with respect to any Lender, a percentage equal to a fraction the
numerator of which is such Lender’s Commitment at such time and the denominator of which is the aggregate Commitments at
such time (provided that if the Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon such Lender’s share of the Aggregate Credit Exposure at such time); provided that, in accordance with
Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded
in the calculations above.


 


“Applicable
Rate” means, for any day, with respect to any Loan, (a) 2.50% per annum in the case of ABR Loans and (b)
3.50% per annum in the case of Eurodollar Loans.


 


“Approved
Electronic Platform” has the meaning assigned to it in Section 8.03(a).


 


“Approved
Fund” has the meaning assigned to it in Section 9.04(b).


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative
Agent.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.22(a).


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date
and the date of termination of the Commitments.


 


“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.


 


“Banking Services” means each and any of the following bank services provided to any Loan Party or any Subsidiary
by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial
credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management
services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct
debit scheme or arrangement, overdrafts and interstate depository network services and cash pooling services).


 


“Banking
Services Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking Services.




     2


     


    

“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect,
or any successor thereto, as hereafter amended.


 


“Bankruptcy Event” means, with respect to any Person, when such Person becomes the subject of a voluntary
or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee
for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it,
or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered
in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the
acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership
interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate)
that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation
of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving
or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated
syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined
would be less than 1.00%, the Benchmark Replacement will be deemed to be 1.00% for the purposes of this Agreement; provided further
that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its reasonable
discretion.


 


“Benchmark
Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark
Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated
credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of
a reduction to the Applicable Rate).


 


“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative
matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation
of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with
the administration of this Agreement).


 


“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:


 


(1)  
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of
the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO
Screen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or






     3


     


    

(2)   
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(1)   
a public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that
such administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;


 


(2)  
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the
U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution
authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or
resolution authority over the administrator for the LIBO Screen Rate, in each case which states that the administrator of the
LIBO Screen Rate has ceased or will cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; and/or


 


(3)  
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing
that the LIBO Screen Rate is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable
Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of
a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the
Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required
Lenders) and the Lenders.


 


“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark
Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark
Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with Section 2.14 and (y) ending at the time that
a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.14.


 


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


 


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


 


“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA)
that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of
the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations 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”.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
means Alclear Holdings, LLC, a Delaware limited liability company.


 


“Borrowing” means Loans of the same Type made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.






     4


     


    

“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially
in the form of Exhibit G or any other form approved by the Administrative Agent.


 


“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar
Loan or an ABR Loan based on the Adjusted LIBO Rate, the term “Business Day” shall also exclude any day on which
banks are not open for general business in London.


 


“Capital Expenditures” means, without duplication, for any period, with respect to any Person, the aggregate
of all expenditures (whether paid in cash or accrued as liabilities) during such period by such Person for the acquisition or
leasing (pursuant to a finance lease) of fixed or capital assets or additions to equipment (including replacements, capitalized
repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person,
but excluding (i) the purchase price of equipment that is purchased contemporaneously with the trade-in of existing equipment
to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for
the equipment being traded in at such time, (ii) Permitted Acquisitions and other Investments permitted pursuant to Section 6.04,
(iii) any expenditures which are contractually required to be, and are, reimbursed to the Loan Parties in cash by a third party
(including landlords) during such period of calculation and (iv) any expenditures financed with the Net Proceeds received by the
Borrower from the issuance of any of its Qualified Equity Interests.


 


“Capitalized Software Expenditures” means, for any period, the aggregate amount of all expenditures (whether
paid in cash or accrued as liabilities) by any Person during such period in respect of 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 (excluding the footnotes thereto) of such Person.


 


“Cash
Equivalents” means:


 


 (a)      Dollars;




 


(b)      direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States
(or any agency or instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United
States), in each case maturing within one year from the date of acquisition thereof;


 


(c)       investments in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition,
a rating of at least P-2 (or the equivalent thereof) by Moody’s or at least A-2 (or the equivalent thereof) by S&P,
or if at the time neither is issuing comparable ratings then a comparable rating of another nationally recognized statistical
rating organization;


 


(d)       investments in certificates of deposit, bankers acceptances and time deposits maturing within one year from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000;


 


(e)       fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (b) above and
entered into with a financial institution satisfying the criteria described in clause (d) above;


 


(f)        money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii)
are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;


 


(g)       Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s
(or, if at the time, neither is issuing comparable ratings, then a comparable rating of another
nationally recognized statistical rating organization) maturing with one year from the date of acquisition thereof;






     5


     


    




 


(h)       bills of exchange issued in the United States, Canada or a member state of the European Union eligible for rediscount at the relevant
central bank and accepted by a bank (or any dematerialized equivalent);


 


(i)        interests in any investment company, money market or enhanced high yield fund which invests at least 95% of its assets in instruments
of the type specified in clauses (a) through (h) above;


 


(j)        instruments and investments of the type and maturity described in clause (a) through (i) denominated in any foreign currency or
of foreign obligors, which investments or obligors are, in the reasonable judgment of the Borrower, comparable in investment quality
to those referred to above;


 


(k)       the marketable securities portfolio owned by the Borrower or its direct or indirect Subsidiaries on the Effective Date or as otherwise
approved by the Administrative Agent from time to time in its reasonable discretion;


 


(l)        Investments made pursuant to the Borrower’s investment policy from time to time to the extent such investment policy (and
any amendments thereto) is not materially adverse to the interests of the Lenders and has been approved by the Administrative
Agent from time to time in its reasonable discretion; and


 


(m)      solely with respect to any Subsidiary that is a Foreign Subsidiary, investments of comparable tenor and credit quality to those
described in the foregoing clauses (b) through (k) customarily utilized in countries in which such Foreign Subsidiary operates
for short term cash management purposes.


 


“CFC”
means a “controlled foreign corporation” within the meaning of Section 957 of the Code in which any Loan Party is
a “United States shareholder” within the meaning of Section 951(b) of the Code.


 


“Change in Control” means (a) at any time prior to an Initial Public Offering, any combination of Permitted
Holders shall fail to own beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Effective
Date), directly or indirectly, in the aggregate, Equity Interests representing at least a majority of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests of the Borrower or (b) at any time on and after an Initial Public
Offering, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on
the Effective Date), but excluding (x) any employee benefit plan of such person and its Subsidiaries and any person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) any combination of Permitted
Holders, shall have, directly or indirectly, acquired beneficial ownership of Equity Interests representing 35% or more of the
aggregate voting power represented by the issued and outstanding Equity Interests of the Relevant Public Company and the Permitted
Holders shall own, directly or indirectly, less than such person or “group” of the aggregate voting power represented
by the issued and outstanding Equity Interests of the Relevant Public Company.


 


“Change
in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on
which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of
Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company,
if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder
or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to
be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented. 




     6


     


    



“Charges”
has the meaning assigned to such term in Section 9.17.


 


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


 


“Collateral” means any and all property owned, leased or operated by a Person covered by the Collateral Documents
and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended
to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and other Secured Parties,
to secure the Secured Obligations; provided that Collateral shall not include any Excluded Property.


 


“Collateral Documents” means, collectively, the Security Agreement, the Mortgages and all other agreements, instruments
and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the
Secured Obligations, including, all other security agreements, pledge agreements, mortgages, deeds of trust, pledges, powers of
attorney relating to any of the foregoing and collateral assignments or similar collateral documents whether heretofore, now or
hereafter executed by any Loan Party and delivered to the Administrative Agent.


 


“Commercial LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding
commercial Letters of Credit plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters
of Credit that have not yet been reimbursed by or on behalf of the Borrower. The Commercial LC Exposure of any Lender at any time
shall be its Applicable Percentage of the aggregate Commercial LC Exposure at such time.


 


“Commitment” means, with respect to each Lender, the initial amount of each Lender’s Commitment set forth
on Schedule 2.01 opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such
term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C),
pursuant to which such Lender shall have assumed its Commitment, as applicable, as such commitment may be reduced or increased
from time to time pursuant to (a) Section 2.09(a),(b) assignments by or to such Lenders pursuant to Section 9.04
and (c) and increased from time to time pursuant to Section 2.22; provided that at no time shall the Credit Exposure
of any Lender exceed its Commitment. The initial aggregate amount of the Lenders’ Commitments is $50,000,000.


 


“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.


 


“Communications”
has the meaning assigned to such term in Section 8.03(c).


 


“Compliance Certificate” means a certificate of a Financial Officer in substantially the form of Exhibit
B.


 


“Competitor” means any Person (a) that is an operating company directly and primarily engaged in substantially
similar business operations as the Borrower and (b) any of such Person’s subsidiaries in each case identified in writing
to the Administrative Agent from time to time.


 


“Competitor Controller” means any (a) direct or indirect parent company of a Competitor to the extent reasonably
identifiable on the basis of such parent’s name and (b) Person that is Controlled by such Competitor in each case identified
in writing to the Administrative Agent, excluding in each case of (a) and (b) any Person that is a financial institution, a debt
fund or an investment vehicle that is engaged in the business of making, purchasing, holding or otherwise investing in loans,
notes, bonds and similar extensions of credit or securities in the ordinary course of business to or of unaffiliated third parties.






     7


     


    

“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology
for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period
as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative
Agent in accordance with:


 


		(1)	the
                                         rate, or methodology for this rate, and conventions for this rate selected or recommended
                                         by the Relevant Governmental Body for determining compounded SOFR; provided that:



 


		(2)	if,
                                         and to the extent that, the Administrative Agent determines that Compounded SOFR cannot
                                         be determined in accordance with clause (1) above, then the rate, or methodology for
                                         this rate, and conventions for this rate that the Administrative Agent determines in
                                         its reasonable discretion are substantially consistent with any evolving or then-prevailing
                                         market convention for determining compounded SOFR for U.S. dollar-denominated syndicated
                                         credit facilities at such time;



 


provided,
further, that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance
with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed
unable to be determined for purposes of the definition of “Benchmark Replacement.”


 


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


 


“Consolidated”
or “consolidated” means, with reference to any term defined herein, that term as applied to the accounts
of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.


 


“Consolidated
EBITDA” means, with reference to any period, Consolidated Net Income for such period plus


 


(a)         without duplication and, except with respect to amounts added back pursuant to clauses (xii) (solely in the case of amounts constituting
the proceeds of business interruption insurance that are not already included in Consolidated Net Income), (xv) or (xvii), to
the extent deducted (and not added back) in determining such Consolidated Net Income for such period,


 


(i)
Consolidated Interest Expense (including net losses (or gains) on Swap Obligations or other derivative instruments entered
into for the purpose of hedging interest rate risk, unused line fees, letter of credit fees, facing fees and bank guaranty
fees), net of interest income;


 


(ii)
the provision for taxes based on income, revenue, profits or capital, including federal, foreign, state, local, franchise,
excise, value added and similar taxes paid or accrued during such period (including in respect of repatriated funds and any
future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related
to such taxes or arising from tax examinations and any Tax Distributions permitted hereunder) net of any tax
credits;


 


(iii)
depreciation expense and amortization expense;


 


(iv)
impairment of goodwill and other long-lived assets;


 


(v)
fees, costs and expenses incurred during such period in connection with any issuances of Equity Interests, any Permitted
Acquisitions, sale of assets outside the ordinary course of business, Restricted Payments permitted under Section 6.06, any
Indebtedness permitted under Section 6.01 and Investments permitted under Section 6.04(a), whether consummated or not
consummated, during such period;


 


(vi)
any loss from any sale of long-lived assets outside the ordinary course of business;




     8


     


    

(vii)
non-cash equity-based compensation expenses for such period;


 


(viii)
fees and expenses incurred during such period in connection with the Loan Documents and the Transactions;


 


(ix)
extraordinary, unusual or non-recurring losses or expenses;


 


(x)
the amount of any non-controlling or minority interest expense consisting of Subsidiary income attributable to minority
Equity Interests of third parties in any non-wholly owned Subsidiary;


 


(xi)
the amount of unamortized fees, costs, prepayment premiums and expenses previously paid in cash and capitalized and
subsequently expensed in connection with the repayment of Indebtedness and any required prepayment premiums in connection
therewith during such period;


 


(xii)
proceeds of business interruption insurance and any expenses and payments covered by third party indemnification, insurance,
reimbursement, guaranty, purchase price adjustment or similar arrangement, or otherwise reimbursed or reimbursable by a third
party, to the extent that such expenses and payments have been paid or reimbursed in cash during such period;


 


(xiii)
the amount of any cash restructuring and similar charges, severance costs, lease termination costs, retention, recruiting and
relocation costs, integration and other business optimization expenses, signing costs, retention or completion bonuses,
stock-option or equity-based compensation expenses, transition costs, costs related to the closure or consolidation of
facilities, future lease commitments and curtailments or modifications to pension and post-retirement employee benefit plans
(including any settlement of pension liabilities), including, without limitation, any one-time expense relating to enhanced
accounting function or other transaction costs, and other one-time expenses not otherwise added back to Consolidated
EBITDA;


 


(xiv)
the amount of “run-rate” cost savings, synergies and operating expense reductions (the “Cost
Savings”) realized or projected by the Borrower in good faith and certified by a Financial Officer of the
Borrower in writing to result from actions taken or with respect to which substantial steps have been taken prior to the last
day of such measurement period (or reasonably anticipated to be taken or initiated within twelve (12) months after the date
of the relevant event or transaction) with respect to integrating, consolidating or discontinuing operations, headcount
reductions or closure of facilities, or otherwise, in each case resulting from acquisitions (whether before or after the
Effective Date), dispositions outside the ordinary course of business permitted hereunder, restructurings or cost savings
initiatives, which cost savings, synergies and operating expense reductions shall be calculated on a Pro Forma Basis as
though they had been realized on the first day of such period, net of the amount of actual benefits realized during such
period from such actions that are otherwise included in the calculation of Consolidated EBITDA; provided that (i) a
Financial Officer of the Borrower shall have provided a reasonably detailed statement or schedule of such Cost Savings and
shall have certified to Administrative Agent that such cost savings, synergies, operating improvements and operating expense
reductions, as the case may be, are directly attributable to the applicable transaction or initiative,
reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have
been taken or are expected to be taken (in the good faith determination of the Borrower), within twelve (12) months after the
relevant transaction or initiative, and (ii) the aggregate amount of all add-backs pursuant to this clause (xiv) shall not
exceed 15% of Consolidated EBITDA (calculated before giving effect to this clause (xiv)) for such twelve (12) month
period;







     9


     


    

(xv)
the net amount, if any, by which consolidated deferred revenues increased during such period;


 


(xvi)
to the extent not already covered in clauses (a)(i) through (a)(xiv) above, all other non-cash charges, write-downs,
expenses, losses or other similar items for such period, including the impact of purchase accounting;


 


(xvii)
currency translation losses related to currency remeasurements of assets or liabilities (including the net loss resulting
from hedging agreements for currency exchange risk and revaluations of intercompany balances); and


 


(xviii) expenses, charges, costs, accruals, reserves and losses (including during the planning, pre-opening and start-up periods) incurred
in connection with (A) de novo locations and locations newly acquired in a Permitted Acquisition or other permitted Investments
and (B) new lines of business and other strategic initiatives in an amount not to exceed 10% of Consolidated EBITDA (calculated
after giving effect to this clause (xviii)).


 


minus (b)
without duplication and except with respect to clauses (iii) and (vii) to the extent included in such Consolidated Net Income
for such period, (i) any cash payments made during such period in respect of items described in clauses (a)(vi),
(a)(vii), (a)(ix) or (a)(xvi) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were
taken or incurred, (ii) extraordinary, unusual or non-recurring income or gains, (iii) currency translation gains
related to currency remeasurements of assets or liabilities (including the net gain resulting from hedging agreements for
currency exchange risk and revaluations of intercompany balances), (iv) gains on disposal of long-lived assets outside the
ordinary course of business, and (v) the net amount, if any, by which consolidated deferred revenues decreased during such
period.


 


For
the purposes of calculating Consolidated EBITDA for any Reference Period, (x) if at any time during such Reference Period the
Borrower or any Subsidiary shall have made any sale or disposition of assets or series of related sales or dispositions of assets
(other than to any Loan Party), the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the assets that are the subject of such sale or disposition for such Reference Period or
increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (y)
if during such Reference Period the Borrower or any Subsidiary shall have made any Permitted Acquisition or other Investments
permitted hereunder, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro
forma basis as if such Permitted Acquisition or other Investment (including the incurrence or assumption of any Indebtedness
in connection therewith) had occurred on the first day of such Reference Period, without duplicating any other add-back to Consolidated
EBITDA.


 


“Consolidated
Funded Debt” means all Indebtedness of the types described in clauses (a) (solely with respect to obligations for
borrowed money), (b), (e), (h) and (k), and, to the extent related to Indebtedness of such types, clauses (f) and (g) of the definition
of “Indebtedness,” and all Guarantees in respect of any of the foregoing; provided that, with respect to
such clauses (e) and (k), all obligations in respect of the deferred purchase price of property or services and obligations under
any earn-out shall, in each case, be included only if and to the extent such obligations remain unpaid following the due date
thereof.


 


“Consolidated
Interest Expense” means, for any period, for the Borrower and its Subsidiaries calculated in accordance with GAAP
on a consolidated basis for such period (without duplication), all cash interest expense (including interest expense under Finance
Lease Obligations that is treated as interest in accordance with GAAP and regularly scheduled dividends paid in cash for such
period on or with respect to Disqualified Equity Interests) with respect to all outstanding Indebtedness of the Borrower and the
Subsidiaries allocable to such period in accordance with GAAP (including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under interest rate Swap Agreements to the extent such costs are allocable
to such period in accordance with GAAP) less interest income, excluding (a) one-time cash costs associated with breakage in
respect of interest rate Swap Agreements, (b) any “additional interest” or “liquidated damages” with respect
to securities for failure to comply with registration rights obligations, (c) penalties and interest relating to taxes, and (d)  
any expensing of bridge, commitment and other financing fees (including annual agency fees paid to any administrative agent or
collateral agent under any credit facilities or the debt instruments or documents).






     10


     


    



“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis for such period; provided, however, that there will not be included
in such Consolidated Net Income (without duplication): (a) the cumulative effect of a change in accounting principles; (b) any
unrealized gains or losses in respect of Swap Obligations or any ineffectiveness recognized in earnings related to qualifying
hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions,
in each case, in respect of Swap Obligations; and (c) any recapitalization or purchase accounting effects including, but not limited
to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts
required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down
to the Borrower and the Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts
thereof (including any write-off of in process research and development).


 


“Consolidated Total Assets” shall mean, as of any date of determination, the total amount of all assets of
the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.


 


“Consolidated
Total Net Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated Funded
Debt as of such date, net of up to $25,000,000 of unrestricted cash and Cash Equivalents of the Borrower and the Guarantors as
of such date, to (b) Consolidated EBITDA for the Reference Period ended on such date.


 


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


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same
length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO
Rate.


 


“Cost Savings” has the meaning assigned to it in the definition of “Consolidated EBITDA”.


 


“Credit Exposure” means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal
amount of such Lender’s Loans and LC Exposure at such time.


 


“Credit Party” means the Administrative Agent, each Issuing Bank or any other Lender.


 


“Debtor
Relief Laws” means the Bankruptcy Code, 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.


 


“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of
time or both would, unless cured or waived, become an Event of Default.


 


“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required
to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit,
(iii) pay over to any Credit Party any other amount required to be paid by it hereunder, or (iv) comply with its material obligations
under this Agreement, unless, in the case of clauses (i) and (iv) above, such Lender notifies the Administrative Agent in writing
that such failure is the result of such Lender’s good faith determination that a condition precedent to funding or other
obligations (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the
Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply
with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the
particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in
which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good
faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of
Credit under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon such Credit Party’s (x) receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, and (y) becoming compliant with its material obligations under this Agreement, or (d) has become the subject of (A) a Bankruptcy
Event or (B) a Bail-In Action.




     11


     


    







“Deferred
Acquisition Obligations” has the meaning set forth in Section 6.01(h).


 


“Disclosed Matters” means the actions, suits, proceedings and the environmental matters disclosed in Schedule
3.06.


 


“Disqualified
Equity Interests” means Equity Interests that by their terms (or by the terms of any security into which they
are convertible or for which they are exchangeable), or upon the happening of any event, (a) require the payment of any
dividends (other than dividends payable solely in shares of Qualified Equity Interests), (b)   mature or are
mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders
thereof, in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation, on a fixed
date or otherwise, prior to the date that is 91 days following the then Latest Maturity Date at such time (other than upon
(i) a “change in control” or (ii) an asset sale or similar event; provided that such “change in
control”, asset sale or similar event results in the prior payment in full of the Obligations (other than the
contingent obligations for which no claim has been made) and termination of the Commitments), or (c) are
convertible or exchangeable, automatically or at the option of any holder thereof, into any debt securities or any Equity
Interest referred to in clause (a) or (b) above, prior to the date that is 91 days following the then Latest Maturity Date at
such time; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the
Borrower or any Subsidiary (or any parent entity thereof), such Equity Interests shall not constitute Disqualified Equity
Interests solely because they 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 termination, death or disability.


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing
Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which
may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds
all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to
the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division
shall be deemed a Division Successor upon the occurrence of such Division.


 


“Dollars”, “dollars” or “$” refers to lawful money of
the U.S.


 


“Domestic Subsidiary” means a Subsidiary of Borrower or any other Loan Party to the extent such Subsidiary
is organized under the laws of a jurisdiction located in the U.S.; provided, however, no Foreign Subsidiary Holding Company
shall be considered a Domestic Subsidiary.


 


“Early Opt-in Election” means the occurrence of:


 


(i)        a determination by the Administrative Agent or a notification by the Required Lenders to the Administrative Agent (with a copy
to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed
at such time, or that include language similar
to that contained in Section 2.14 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest
rate to replace the LIBO Rate, and






     12


     


    



(ii)        the election by the Administrative Agent or the election by the Required Lenders to declare that an Early Opt-in Election has
occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and
the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.


 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


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


 


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


 


“Effective
Date” has the meaning assigned to it in the introductory paragraph of this Agreement.


 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Electronic System” means any electronic system, including e-mail, e- fax, web portal access for the Borrower
and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative
Agent or the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected
by passcodes or other security system.


 


“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the
environment, (b) preservation or reclamation of natural resources, (c) the management, Release or threatened Release of any Hazardous
Material or (d) health and safety matters.


 


“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages,
costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly
resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any of such equity interest, but excluding any debt securities convertible or exchangeable
into any of the foregoing.






     13


     


    

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules
and regulations promulgated thereunder.


 


“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower,
is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(a)(14) of ERISA or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure
to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether
or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal
or partial withdrawal of the Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any
notice, concerning the imposition upon the Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent, in critical status or in reorganization, within the meaning of Title IV of ERISA.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association
(or any successor Person), as in effect from time to time.


 


“Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Eurodollar Borrowing” has the meaning given in Section 1.02


 


“Eurodollar Loan” has
the meaning given in Section 1.02


 


“Events
of Default” has the meaning assigned to such term in Article VII.


 


“Excluded
Property” has the meaning assigned to such term in the Security Agreement.


 


“Excluded
Subsidiary” means (a) any Subsidiary that is by applicable law or regulation or contractual
obligations existing on the date of this Agreement (or, in the case of any newly acquired or organized Subsidiary, in
existence at the time of acquisition or organization but not entered into in contemplation thereof) prohibited from
Guaranteeing the Obligations, (b) any Subsidiary with respect to which the Administrative Agent and the Borrower agree that
the burden or cost or other consequences (including any material adverse tax consequences) of providing a Guarantee of the
Obligations would be excessive in view of the practical benefits to be obtained by the Secured Parties therefrom, (c) any
Foreign Subsidiary, (d) Subsidiary of a CFC, (e) any not-for-profit Subsidiary, (f) any Subsidiary
that is a captive insurance company, (g) any Subsidiary that is a special purpose entity reasonably satisfactory to the
Administrative Agent, (h) any Immaterial Subsidiary, (i) any joint venture and (j) any Subsidiary that is a broker-dealer or
an investment company under the Investment Company Act of 1940.


 


“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent
that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor 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) by virtue
of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant
of such security interest becomes or would become effective with
respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest
is or becomes illegal.






     14


     


    





“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,
and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter
of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter
of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.


 


“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities
and implementing such Sections of the Code.


 


“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s
federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public
website from time to time) and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate;
provided that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed
to be zero for the purposes of this Agreement.


 


“Finance Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required, subject to Section 1.04, to be classified and accounted for as a balance sheet liability of such
Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
For the avoidance of doubt, an operating lease will not be a Finance Lease Obligation.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“Financial
Statements” means the financial statements to be furnished pursuant to Sections 5.01(a) and (b).


 


“Flood Laws” means, collectively, the National Flood Insurance Act of 1968, the Flood Disaster Protection Act
of 1973, the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), and the Flood Insurance Reform Act of
2004, as such statutes may be amended or re-codified from time to time, any substitution therefor, and any regulations promulgated
thereunder, and all other applicable laws relating to flood insurance.


 


“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if
the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes.







     15


     


    

“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


 


“Foreign Subsidiary Holding Company” means a Subsidiary (a) substantially all of the assets of which are Equity
Interests, or Equity Interests and Indebtedness, in one or more CFCs or (b) that is treated as a disregarded entity for U.S. federal
income tax purposes and holds Equity Interests in one or more CFCs.


 


“GAAP” means generally accepted accounting principles in the U.S.


 


“Governmental Authority” means the government of the United States, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment
thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.


 


“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.


 


“Guarantor Payment”
has the meaning assigned to such term in Section 10.11(a).


 


“Guarantors”
means the Loan Parties (other than the Borrower), and the term “Guarantor” means each or any one of them individually.


 


“Hazardous
Materials” means: (a) any substance, material, or waste that is included within the definitions of
 “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic
substances,” “toxic materials,” “toxic waste,” or words of similar import in any
Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or
any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor
agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum,
petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable,
explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 


“Immaterial
Subsidiary” means each Domestic Subsidiary (other than Domestic Subsidiaries that are Excluded Subsidiaries)
(a) which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then
ended (determined in accordance with GAAP), has not contributed greater than two and a half percent (2.5%) of
consolidated total revenue of the Borrower and its Subsidiaries for such period or (b) which has not contributed
greater than two and a half percent (2.5%) of Consolidated Total Assets as of such date; provided that, if at any time
the aggregate amount of consolidated total revenue or Consolidated Total Assets attributable to all Domestic Subsidiaries
that are Immaterial Subsidiaries (other than Domestic Subsidiaries that are Excluded Subsidiaries) exceeds five percent (5%)
of consolidated total revenue for any such period or five percent (5%) of Consolidated Total Assets as of the end of any such
fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative
Agent) shall designate sufficient Domestic Subsidiaries as “non-Immaterial Subsidiaries” to eliminate such
excess.


 


“Impacted Interest Period” has the meaning assigned to it in the definition of “LIBO Rate.”






     16


     


    

“Increasing
Lender” has the meaning assigned to such term in Section 2.22(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) [intentionally
omitted], (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding
accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired
by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness
of others, (h) all Finance Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, in each case, to the extent not cash collateralized, (j)
all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out
(or similar contingent obligations) solely to the extent due and payable, (l) all obligations of such Person to purchase, redeem,
retire or otherwise acquire for value any Disqualified Equity Interests, (m) any Off-Balance Sheet Liability and (n) net obligations
payable at the termination of any and all Swap Agreements, determined by reference to the termination value thereof to the extent
not cash collateralized. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person
is not liable therefor. Notwithstanding anything to the contrary set forth herein, in no event shall the following constitute
Indebtedness: (i) accruals for (A) payroll and (B) other non-interest bearing liabilities accrued in the ordinary course of business,
(ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed
obligations of the seller of such asset, (iii) trade accounts payable, deferred revenues, liabilities associated with customer
prepayments and deposits and other accrued obligations (including transfer pricing and accruals for payroll and other operating
expenses accrued in the ordinary course of business), in each case incurred in the ordinary course of business, (iv) operating
leases (including, without limitation, real property leases that, pursuant to GAAP, would not be classified and accounted for
as a balance sheet liability), (v) customary obligations under employment agreements and deferred compensation, and (vi) prepaid
or deferred revenue and deferred tax liabilities.


 


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


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


“Ineligible
Institution” has the meaning assigned to it in Section 9.04(b).


 


“Information”
has the meaning assigned to it in Section 9.12.


 


“Initial
Public Offering” shall mean the issuance by the Borrower or any parent company of its common Equity Interests in
an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8 or S-4)
pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act, as amended.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section
2.08, in the form of Exhibit J or any other form reasonably approved by the Administrative Agent.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the first Business Day of each calendar quarter and the Maturity
Date, and (b) with respect to any Eurodollar Loan with an Interest Period of three months or less, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period
of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of
three months’ duration after the first day of such Interest Period and the Maturity Date.






     17


     


    



“Interest
Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (or 12 months
thereafter if, at the time of the relevant Borrowing or conversion or continuation thereof, all Lenders participating therein
agree to make an interest period of such duration available), as the Borrower may elect; provided that (i) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation
of such Borrowing.


 


“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number
of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and
binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO
Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the applicable Impacted
Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds
the applicable Impacted Interest Period, in each case, at such time; provided that, if any Interpolated Rate shall be less
than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 


“Investment” means, as applied to the Borrower and its Subsidiaries, (a) the purchase or acquisition of any
Equity Interest, indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing)
of any other Person (including any Subsidiary), (b) any loan, advance or extension of credit (excluding accounts receivable, credit
card and debt receivables and trade credit, in each case arising in the ordinary course of business) to, or contribution to the
capital of, or Guarantee of any obligations of, any other Person (including any Subsidiary), and (c) any Acquisition. The amount
of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (without
adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property
other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such
property exchanged.


 


“IRS” means the United States Internal Revenue Service.


 


“Issuing Bank” means, individually and collectively, each of JPMorgan, in its capacity as the issuer of Letters
of Credit hereunder, and any other Lender from time to time designated by the Borrower as an Issuing Bank, with the consent of
such Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i).
Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, 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 2.06
with respect to such Letters of Credit). If at any time there is more than one Issuing Bank, all singular references to the
Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable
Letter of Credit, or both (or all) Issuing Banks, as the context may require.


 


“Issuing Bank Sublimit” means, as of the Effective Date, (a) in the case of JPMorgan $30,000,000 and (b) 
in the case of any other Issuing Bank, such amount as shall be designated to the Administrative Agent and the Borrower in writing
by an Issuing Bank; provided that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank
Sublimit upon providing five (5) Business Days’ prior written notice thereof to the Administrative Agent and the Borrower. 




     18


     


    

“Joinder
Agreement” means a Joinder Agreement in substantially the form of Exhibit C.


 


“JPMorgan” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and
its successors.


 


“Latest Maturity Date” means, at any date of determination, the latest maturity date applicable to any Loan
or Commitment hereunder at such time (and excluding any earlier acceleration of the Loans or termination of the Commitments),
in each case as extended in accordance with this Agreement from time to time.


 


“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement” means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such
time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.


 


“Lead Arranger” means JPMorgan Chase Bank, N.A., in its capacity as the Sole Lead Arranger and Sole Bookrunner.


 


“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly,
a subsidiary.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereto pursuant to Section
2.09 or an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereto pursuant to
an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the
Issuing Bank. The term “Lender” means each or any one of the Lenders individually.


 


“Letters
of Credit” means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit”
means any one of them or each of them singularly, as the context may require.


 


“Letter
of Credit Agreement” has the meaning assigned to it in Section 2.06(b).


 


“LIBO
Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing,
the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest
Period; provided that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted
Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.14
in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which
conclusion shall be conclusive and binding absent manifest error). Notwithstanding the above, to the extent that “LIBO
Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as
modified by the definition of Alternate Base Rate.


 


“LIBO
Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for
any ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that
takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such
day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear
on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion); provided that, if the LIBO Screen Rate as so determined would be less than 1.00%, such rate shall
be deemed to be 1.00% for the purposes of this Agreement.


 


“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset. In no event shall an operating lease be deemed to be a Lien.






     19


     


    





“Loan
Documents” means, collectively, this Agreement, each note delivered pursuant to this Agreement, each Letter of
Credit application, continuing agreement or other letter of credit agreement, the Collateral Documents and any other agreements,
instruments, documents and certificates executed by or on behalf of any Loan Party and delivered to or in favor of the Credit
Parties concurrently herewith or hereafter in connection with the Transactions hereunder. Any reference in this Agreement or any
other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to such Loan Document as the same may be in effect at any and all
times such reference becomes operative.


 


“Loan Guaranty” means Article X of this Agreement.


 


“Loan Parties” means, collectively, the Borrower and each Guarantor and their respective successors and assigns,
and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.


 


“Loans” means the loans and advances made by the Lenders to the Borrower pursuant to this Agreement.


 


“Margin
Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.


 


“Material Adverse Effect” means any material adverse effect on (i) the business, assets, operations or financial
condition of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties, taken as a whole, to perform
any of their obligations under the Loan Documents to which they are a party, (iii) the Collateral (taken as a whole), or the Administrative
Agent’s liens (on behalf of itself and the Lenders) on the Collateral or the priority of such liens except as a result
of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments
delivered to it under the Collateral Documents or file Uniform Commercial Code continuation statements, or (iv) the rights of
or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under the Loan Documents, taken as a whole.


 


“Material
Indebtedness” means any Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of
one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding
the Threshold Amount. For purposes of determining Material Indebtedness, the “principal amount” of the obligations
of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time.


 


“Maturity Date” means March 31, 2023.


 


“Maximum Liability” has the meaning assigned to such term in Section 10.10.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


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


 


“Mortgage” means any mortgage, deed of trust, deed to secure debt or similar instrument, in form and substance
reasonably satisfactory to the Administrative Agent and executed by any Loan Party in favor of (or for the benefit of) the Administrative
Agent and the Secured Parties, granting to the Administrative Agent, for the benefit of itself and the Secured Parties, a perfected
first priority Lien in and upon the real property and improvements covered thereby, as the same may be amended, modified, restated
or otherwise supplemented time to time. In the sole discretion of Administrative Agent, any “Mortgage” or
 “Mortgages” may take the form of assignments
of, and amendments and restatements of, existing mortgages or deeds of trust encumbering any applicable Mortgaged Property.




     20


     


    



“Mortgaged
Property” means any real property (together with all improvements located thereon) that is subject to a Mortgage.


 


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


 


“Net
Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i)
any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest
payments, and payments received from any escrow described in clause (iv) below upon release from such escrow), but only as and
when received in cash, (ii) in the case of a casualty, casualty insurance proceeds and (iii) in the case of a condemnation or
similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses
paid to third parties (other than Affiliates) in connection with such event (including commissions, discounts, transfer taxes
and legal, accounting and other professional and transactional fees), (ii) in the case of a sale, transfer or other disposition
of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the
amount of all payments required to be made as a result of such event to repay Indebtedness (other than the Loans) secured by such
asset or otherwise subject to mandatory prepayment as a result of such event, (iii) the amount of all taxes paid (or reasonably
estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be
payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable
to such event (as determined reasonably and in good faith by a Financial Officer) and (iv) in the case of a sale, any funded escrow
established pursuant to the documents evidencing any such sale to secure any indemnification obligations or adjustments to the
purchase price associated with any such sale.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(d).


 


“Note”
means a promissory note of the Borrower payable to any Lender or its registered assigns, substantially in the form of Exhibit
I hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day
and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately
preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term
 “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. New York City time on such day received
by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further,
that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“Obligated Party” has the meaning assigned to such term in Section 10.02.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document
with respect to any Loan or Letter of Credit, whether direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower of any proceeding
under any Debtor Relief Laws naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees
are allowed claims in such proceeding.


 


“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with
respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called
 “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising
with respect to any other transaction which is the functional equivalent of borrowing but which does not constitute a liability
on the balance sheet of such Person (other than operating leases).




     21


     


    



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


 


“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar
Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from
the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight
Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by
the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB
as an overnight bank funding rate.


 


“Paid
in Full” or “Payment in Full” means, (a) the payment in full in cash of all outstanding
Loans and LC Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation
and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing
to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit
satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of
such payment), (c) the payment in full in cash of the accrued and unpaid fees, (d) the payment in full in cash of all reimbursable
expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations
expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon,
(e) the termination of all Commitments, and (f) the termination of the Swap Agreement Obligations and the Banking Services Obligations
or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.


 


“Participant” has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register” has the meaning assigned to such term in Section 9.04(d).


 


“Participation
Fee” has the meaning assigned to such term in Section 2.12(b).


 


“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions.


 


“Perfection Certificate” means that certain perfection certificate of the Loan Parties dated as of the Effective
Date.


 


“Permitted Acquisition” means any Acquisition by the Borrower or any Subsidiary that satisfies all of the
following conditions:


 


(a)       immediately before the consummation thereof and giving effect to such Acquisition and the incurrence or assumption of any Indebtedness
in connection therewith, no Event of Default shall have occurred, exist and be continuing;







     22


     


    

(b)       immediately after giving effect to such Acquisition the Borrower shall be in compliance with Section 6.03(b);


 


(c)       immediately after giving effect to such Acquisition, the Borrower shall be in compliance on a Pro Forma Basis with the financial
covenant set forth in Section 6.10, recomputed as of the last day of the most recently ended Reference Period for which Financial
Statements are available;


 


(d)       to the extent required in accordance with Sections 5.10 and 5.11, (i) the property, assets and businesses acquired in such Acquisition
shall become Collateral, (ii) any such newly created or acquired Subsidiary that is required to become a Guarantor shall become
a Guarantor and (iii) in the case of an Acquisition involving the merger, amalgamation or consolidation of any Loan Party, the
surviving entity shall be or shall become concurrently with such Acquisition a Loan Party; provided, that if any security
interest in any Collateral (including the creation or perfection of any security interest) is not or cannot reasonably be created
and/or perfected on the closing date of such Permitted Acquisition after Borrower’s use of commercially reasonable efforts
to do so, or without undue burden or expense, then the creation and/or perfection of any such Collateral shall not constitute
a requirement to consummate such Permitted Acquisition, but instead shall be created and/or perfected within ninety (90) days
after the closing date of such Permitted Acquisition or such later date as the Administrative Agent may reasonably agree; and


 


(e)       the cash (and Cash Equivalent) consideration paid for Permitted Acquisitions of Subsidiaries that are not a Loan Parties and Permitted
Acquisitions of assets that are not owned by Loan Parties shall not exceed, in the aggregate, $35,000,000 (excluding any amounts
funded with (x) the Net Proceeds from any issuance of Qualified Equity Interests of the Borrower and/or the consideration for
such Permitted Acquisition is in the form of Qualified Equity Interests of the Borrower or (y) cash and Cash Equivalents of any
Subsidiaries that are not Loan Parties).


 


“Permitted
Encumbrances” means:


 


(a)       Liens for Taxes to the extent that payment of the same may be postponed or is not required in accordance with the provisions of
Section 5.04;


 


(b)       real property lessors’, carriers’, laborers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that
are not overdue by more than thirty (30) days or are being contested in compliance with Section 5.04;


 


(c)       pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations or other similar legislation, or in connection with appeal and similar bonds incidental
to litigation;


 


(d)       (i) pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business (including such
deposits to secure letters of credit issued for such purpose) and (ii) pledges and deposits in the ordinary course of business
securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit
or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower
or any Subsidiary;


 


(e)       judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;


 


(f)        easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and
do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business
of the Borrower or any Subsidiary;






     23


     


    



(g)       leases, licenses, subleases or sublicenses (other than exclusive licenses of intellectual property) granted to third parties in
the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Borrower
or any Subsidiary; and


 


(h)       with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by any Requirement of Law;


 


provided
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.


 


“Permitted
Holders” means each owner of Equity Interests of the Borrower as of the Effective Date and their Affiliates.


 


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


 


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


 


“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA,
as amended from time to time.


 


“Prime
Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.
or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the 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 Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the
date such change is publicly announced or quoted as being effective.


 


“Pro
Forma Basis” means, with respect to compliance with any test or covenant, that Consolidated EBITDA shall be calculated
giving effect to (a) additional add backs (subject to the cap or limitation on the amount of each add back or type of add back
set forth in the definition of Consolidated EBITDA) which are (i) determined by Borrower on a basis consistent with Article 11
of Regulation S-X promulgated under the Securities Exchange Act of 1934 and as interpreted by the staff of the SEC (or any successor
agency); (ii) recommended by any due diligence quality of earnings report conducted by (y) a firm of independent public accountants
of recognized national standing or (z) any other accounting firm reasonably satisfactory to the Administrative Agent, selected
by the Borrower and retained by the Borrower; or (iii) otherwise determined in such other manner reasonably acceptable to the
Administrative Agent, and (b) pro forma adjustments, without duplication for any add backs otherwise added back in Consolidated
EBITDA, in each case as if such Acquisition, Permitted Acquisitions, related Indebtedness, or permitted asset sales, synergies,
cost savings, fees, costs or expenses had occurred at the beginning of the applicable period; provided, for the avoidance
of doubt, that notwithstanding the foregoing, the caps or limitations on the amounts of respective add backs set forth in the
definition of Consolidated EBITDA will not be exceeded with respect to any pro forma adjustments set forth in clause (b) above.


 


“Projections” has the meaning assigned to such term in Section 5.01(f).


 


“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.






     24


     


    

“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become 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 other than Disqualified Equity Interests.


 


“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or
any combination thereof (as the context requires).


 


“Reference Period” means, as of the last day of any fiscal quarter, the period of four (4) consecutive fiscal
quarters of the Borrower and its Subsidiaries ending on such date.


 


“Register” has the meaning assigned to such term in Section 9.04(b)(iv).


 


“Regulation
D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and
interpretations thereunder or thereof.


 


“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


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


 


“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, migrating, disposing, or dumping of any substance into the environment.


 


“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 


“Relevant Public Company” shall mean the parent that is the registrant with respect to an Initial Public Offering.


 


“Required Lenders” means, subject to Section 2.20, at any time, Lenders having Credit Exposure and Unfunded
Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after
the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, then, as to each Lender,
the Unfunded Commitment of each Lender shall be deemed to be zero.


 


“Requirement
of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation
and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and
(b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction
or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.







     25


     


    







“Responsible Officer” of any Person means the chief executive officer, general counsel, president, vice president
or any Financial Officer of such Person, and any other officer (or, in the case of any such Person that is a Foreign Subsidiary,
director or managing partner or similar official) of such Person with responsibility for the administration of the obligations
of such Person under this Agreement.


 


“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property)
with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any
such Equity Interests in the Borrower, other than the payment of compensation in the ordinary course of business to holders of
any such Equity Interests who are employees of the Borrower or any Subsidiary on such date of payment.


 


“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business.


 


“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target
of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons
maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by
the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the
United Kingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country,
(c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person
otherwise the subject of any Sanctions.


 


“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced
from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any
European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority.


 


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


 


“Secured
Obligations” means all Obligations, together with all Banking Services Obligations and Swap Agreement
Obligations owing to one or more Lenders or their respective Affiliates by any Loan Party; provided that the
definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security
interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of
determining any obligations of any Guarantor.


 


“Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider
of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each
counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries
of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the successors and permitted assigns
of each of the foregoing.


 


“Security Agreement” means that certain Pledge and Security Agreement (including any and all supplements thereto),
dated as of the Effective Date, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent
and the other Secured Parties, and any other pledge or security agreement securing the Secured Obligations entered into, after
the date of this Agreement by such Loan Parties (as required by this Agreement or any other Loan Document) or any other Loan Party
for the benefit of the Administrative Agent
and the Secured Parties, as the same may be amended, modified, restated or otherwise supplemented from time to time. 




     26


     


    



“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR.


 


“Solvency Certificate” means the solvency certificate executed and delivered by a Financial Officer of the
Borrower on the Effective Date, substantially in the form of Exhibit H.


 


“Solvent”
means, with respect to the Borrower and its Subsidiaries, on a consolidated basis, that as of the date of determination (a)
the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis,
their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of
the Borrower and its Subsidiaries, on a consolidated basis, will be or is greater than the amount that will be required to
pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and
its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries, on a
consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small
capital. For purposes of this definition, 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.


 


“Standby
LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding
at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have
not yet been reimbursed by or on behalf of the Borrower at such time. The Standby LC Exposure of any Lender at any time shall
be its Applicable Percentage of the aggregate Standby LC Exposure at such time.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject
with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D). Such reserve percentage shall include those imposed pursuant to Regulation D of the Board. Eurodollar Loans
shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D of the Board or
any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.


 


“Subordinated Indebtedness” means any Indebtedness of the Borrower or any Subsidiary that is expressly subordinated
by a written agreement (a) in right of payment and performance to the Obligations and/or (b) in respect of security to the Liens
securing the Secured Obligations, in each case, to the reasonable satisfaction of the Administrative Agent.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well
as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of
a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that
is, as of such date, otherwise Controlled, by the parent and/or one or more subsidiaries of the parent. 




     27


     


    



“Subsidiary”
means any direct or indirect subsidiary of the Borrower.


 


“Swap
Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction
or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value
or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing
for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower
or the Subsidiaries shall be a Swap Agreement.


 


“Swap Agreement Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate
of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted
hereunder with a Lender or an Affiliate of a Lender.


 


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


 


“Tax Distribution” means, for so long as the Borrower is classified as a partnership or a disregarded entity
for U.S. federal income tax purposes, dividends or distributions made from time to time by any Loan Party to enable members or
other beneficial owners of Borrower to pay their U.S. federal and state income tax liabilities in respect of income earned by
the Borrower.


 


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


 


“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the
Relevant Governmental Body.


 


“Threshold
Amount” means the greater of (x) $10,000,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently
ended Reference Period for which Financial Statements are available.


 


“Transactions” means the execution, delivery and performance by each Loan Party of each Loan Document to which
it is a party, the borrowing of Loans, the use of the proceeds of the Loans hereunder and the issuance of Letters of Credit hereunder.


 


“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan,
or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate.


 


“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or in any
other state, the laws of which are required to be applied in connection with the issue of perfection of security interests.


 


“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment;
provided that, if the Unadjusted Benchmark Replacement as so determined would be less than
1.00%, the Unadjusted Benchmark Replacement will be deemed to be 1.00% for the purposes of this Agreement.







     28


     


    



“Unfunded Commitment” means, with respect to each Lender, the Commitment of such Lender less its Credit Exposure.


 


“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent
in nature or unliquidated at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings
not yet made under a letter of credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature
at such time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations.


 


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


 


“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the
Code.


 


“USA Patriot Act” has the meaning assigned to such term in Section 9.14.


 


“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion
powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country,
which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.


 


SECTION
1.02    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type
(e.g., a “Eurodollar Borrowing”).


 


SECTION
1.03    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”. The word “will” shall be construed to have the same meaning and effect as the
word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement, (e) any reference in any definition to the phrase “at any time” or “for any period” shall refer
to the same time or period for all calculations or determinations within such definition, (f) any law, rule or regulation herein
shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time
and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


SECTION
1.04    Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there
occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of such change in
GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change
in GAAP
or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such is provision amended in accordance
herewith. Notwithstanding the foregoing and for the avoidance of doubt, notwithstanding any change in GAAP after December 31,
2018 that would require lease obligations that would be treated as operating leases as of the date hereof to be classified and
accounted for as financing leases or otherwise reflected on the Borrowers’ consolidated balance sheet, for the purposes
of determining compliance with any covenant contained herein, such obligations (whether entered into as of the date hereof or
thereafter) shall be treated in the same manner as operating leases are treated on December 31, 2018. Notwithstanding any other
provision contained herein, (i) 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 (x) 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 any Subsidiary at “fair value”, as defined therein
and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or
effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at
all times be valued at the full stated principal amount thereof.






     29


     


    







SECTION
1.05     Status of Obligations. In the event that any Loan Party shall at any time issue or have outstanding any Subordinated
Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the
Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness. Without
limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated
senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument
under which such Subordinated Indebtedness is outstanding.


 


SECTION
1.06     Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO
Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the
rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July
2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel
contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE
Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate.
As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no
longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of
this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event
or an Early Opt-In Election, Section 2.14(c) provides a mechanism for determining an alternative rate of interest. The
Administrative Agent will notify the Borrower, as required pursuant to Section 2.14(e), of any change to the reference rate
upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any
responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter
related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to
any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such
alternative, successor or replacement rate implemented pursuant to Section 2.14(c), whether upon the occurrence of
a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any
Benchmark Replacement Conforming Changes pursuant to Section 2.14(d)), including without limitation, whether the composition
or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same
value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate
prior to its discontinuance or unavailability.


 


SECTION
1.07     Pro Forma Calculations. With respect to any period during which the Transactions occur, for purposes of the calculation
of the Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio or for any other similar purpose
hereunder, with respect to such period shall be made on a Pro Forma Basis.






     30


     


    

SECTION
1.08     Rounding. Any financial ratios required to be maintained pursuant to this Agreement (or 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 for five). For example, if the relevant ratio is to be
calculated to the hundredth decimal place and the calculation of the ratio is 5.125, the ratio will be rounded up to 5.13.


 


ARTICLE
II. 


The
Credits


 


SECTION
2.01     Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees
to make Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that
will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) such Lender’s
Credit Exposure exceeding such Lender’s Commitment or (b) the Aggregate Credit Exposure exceeding the aggregate Commitments.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Loans.


 


SECTION
2.02     Loans and Borrowings.


 


(a)         Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required.


 


(b)         Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Section 2.14, 2.15, 2.16
and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)         At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that
is (x) an integral multiple of $100,000 and not less than $500,000 or (y) such lesser amount constituting the remaining
undrawn Commitments. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is (x)
an integral multiple of $100,000 and not less than $500,000 or (y) such lesser amount constituting the remaining undrawn
Commitments; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance
of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section
2.06(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at
any time be more than a total of eight (8) Eurodollar Borrowings outstanding.


 


(d)         Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.




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SECTION
2.03    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such
request by submitting a Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York City time, on the day of the proposed Borrowing; provided that any such notice of an ABR
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and
shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information
in compliance with Section 2.02:


 


 (i)         the aggregate amount of the requested Borrowing;




 


 (ii)        the date of such Borrowing, which shall be a Business Day;




 


 (iii)       whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




 


(iv)       in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(v)        the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.07.


 


If
no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03,
the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of the requested Borrowing.


 


SECTION
2.04    [Intentionally Omitted].


 


SECTION
2.05    [Intentionally Omitted].


 


SECTION
2.06    Letters of Credit.


 


(a)           General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit in Dollars as
the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative
Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and
conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation
hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person
(A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such
funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to
this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank
or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the
Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve
or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date,
or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and
which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such Letter of Credit would violate one
or more policies of the Issuing Bank applicable to letters of credit generally; provided that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests,
rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel
III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the
date enacted, adopted, issued or implemented. 




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(b)         Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit
through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any
event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to
any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit
agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as
required by the Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit
Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed the Issuing
Bank Sublimit (unless otherwise agreed by the Borrower and the applicable Issuing Bank), (ii) no
Lender’s Credit Exposure shall exceed its Commitment and (iii) the Aggregate Credit Exposure shall not exceed the
aggregate Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be
obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in
respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank
Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed
that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual
Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in
good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in
effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the
Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause
(i) of this Section 2.06(b).


 


(c)         Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to
the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one
year after the date of the issuance of such Letter of Credit and (ii) the date that is five Business Days prior to the
Maturity Date; provided that any Letter of Credit with a one year tenor may contain customary automatic renewal
provisions acceptable to the Issuing Bank pursuant to which the expiration date of such Letter of Credit shall be
automatically extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above,
except to the extent otherwise cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the
Issuing Bank and the Administrative Agent).


 


(d)         Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof)
and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender,
and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the
Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement in Dollars made by the Issuing Bank and not reimbursed
by the Borrower on the date due as provided in paragraph (e) of this Section 2.06, or of any reimbursement payment required to
be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever in Dollars.


 


(e)         Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., New York City time, on
(i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m.,
New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such
notice, if such notice is received after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC
Disbursement is greater than or equal to $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing in an equivalent amount and,
to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable
LC Disbursement, the payment then due from the Borrower in respect thereof, and such Lender’s Applicable Percentage thereof.
Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender
(and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this
paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall
not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 







     33


     


    







(f)          Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank
under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter
of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,
but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder (other than the defense of payment or performance). Neither the Administrative
Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall
not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to
special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.
The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing
Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)         Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower
by telephone (confirmed by fax or through Electronic Systems) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation
to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement. 




     34


     


    



(h)         Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from
and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Loans and such interest shall be due and payable on the date when such reimbursement
is due and payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of
this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)          Replacement
and Resignation of an Issuing Bank.




 


(i)        Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing
Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account
of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (x) the successor
Issuing Bank shall have all the rights and obligations of the Issuing Banks under this Agreement with respect to Letters of Credit
to be issued thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to such successor
or to any previous Issuing Banks, or to such successor and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued
by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(ii)       Subject to the appointment and acceptance of a successor Issuing Bank by the Borrower and the Administrative Agent, the Issuing
Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower
and the Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with this Section 2.06(i).


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives written
notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph,
the Borrower shall deposit in an account of a Loan Party maintained with the Administrative Agent or that is subject to a Control
Agreement (the “LC Collateral Account”), an amount in cash (or in a manner otherwise acceptable to the
Administrative Agent) equal to 105% of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that
the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due
and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph
as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative
Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto.
Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of the Required Lenders), be applied to satisfy other Secured Obligations.
If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all
Events of Default have been cured or waived. 




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(k)          Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank
shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative
Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect
of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations
and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends,
renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the
Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment,
renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank
makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to
reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount
of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably
request as to the Letters of Credit issued by such Issuing Bank.


 


(l)           LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof 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 the time of determination.


 


(m)         [Intentionally
Omitted].


 


(n)
          Letters of Credit Issued for Account of Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account
of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any
rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such
Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable
Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter
of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might
otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such
Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to
the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such
Subsidiaries.


 


SECTION
2.07      Funding of Borrowings.


 


(a)          Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage. The Administrative Agent
will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative
Agent to the Funding Account(s); provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.


 


(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower
each severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing; provided that any interest received from the Borrower by the Administrative Agent during
the period beginning when Administrative Agent funded the Borrowing until such Lender pays such amount shall be solely for the
account of the Administrative Agent.






     36


     


    



SECTION
2.08     Interest Elections.


 


(a)           Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section 2.08. The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(b)           To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either in writing
(delivered by hand or fax) by delivering an Interest Election Request signed by a Financial Officer of the Borrower or through
Electronic Systems, if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable.


 


(c)            Each Interest Election Request (including requests submitted through Electronic Systems) shall specify the following information
in compliance with Section 2.02:


 


(i)         the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)         the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)
        whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and


 


 (iv)        if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If
any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower
shall be deemed to have selected an Interest Period of one month’s duration.


 


(d)            Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


(e)            If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be continued as a Eurodollar Borrowing for an additional Interest Period of one month. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing
may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto. 




     37


     


    



SECTION
2.09    Termination and Reduction of Commitments.


 


 (a)         Unless previously terminated, all of the Commitments shall terminate on the Maturity Date.




 


(b)         The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction
of the Commitments shall be in an amount that is (x) an integral multiple of $250,000 and not less than $500,000 or (y) such lesser
amount constituting the remaining undrawn Commitments and (ii) the Borrower shall not terminate or reduce the Commitments if,
after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Aggregate Credit Exposure
would exceed the aggregate Commitments.


 


(c)         The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b)
of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities or transactions, in which case such notice may be revoked or extended by the Borrower
(by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders
in accordance with their respective Commitments.


 


SECTION
2.10      Repayment of Loans; Evidence of Debt.


 


(a)         The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.


 


(b)         Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.


 


(c)         The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)         The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.10 shall be prima facie
evidence of the existence and amounts of the Obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.


 


(e)         Any
Lender may request in writing to the Borrower that Loans made by it be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and substantially in the form of Exhibit I. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).




     38


     


    

SECTION
2.11     Prepayment of Loans.


 


(a)         The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (e) of this Section 2.11 and, if applicable, payment of any break funding expenses under Section
2.16; provided that each prepayment shall be in an aggregate amount that is (x) an integral multiple of $250,000 and
not less than $500,000 or (y) such lesser amount constituting the entire outstanding amount of such Borrowing. In the absence
of such direction by the Borrower, voluntary prepayments shall be applied first, to any outstanding ABR Loans until such ABR Loans
are repaid in full, and then, to any outstanding Eurodollar Loans (in each case, in direct order of maturity).


 


(b)         The Borrower shall notify the Administrative Agent in writing or by telephone (confirmed by fax) or through Electronic Systems,
if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder (i) in the case of prepayment
of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed
prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of
the proposed prepayment. Each such telephone and written notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09 or is otherwise conditioned
upon the consummation of a transaction, then such notice of prepayment may be revoked (or extended) if such notice of termination
is revoked or extended in accordance with Section 2.09 or such transaction does not occur. Promptly following receipt of any such
notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
but unpaid interest to the extent required by Section 2.13.


 


SECTION
2.12     Fees.


 


(a)         The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at
the rate of 0.50% per annum on the average daily unused amount of the Commitment of such applicable Lender during the period from
and including the Effective Date to but excluding the date on which the Lenders’ Commitments terminate; provided,
that no commitment fee shall accrue on the Commitment of a Defaulting Lender for so long as such Lender is a Defaulting Lender.
Accrued commitment fees shall be payable in arrears on the first Business Day of each fiscal quarter of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall
be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).


 


(b)         The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit (the “Participation Fee”), which shall accrue at the same Applicable
Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which
such Lender ceases to have any LC Exposure; provided, that, with respect to each Letter of Credit, the Participation Fee
shall equal 1.00% per annum to the extent that the Borrower shall deposit in an account maintained with the Administrative Agent,
an amount in cash or Cash Equivalents equal to 105% of the LC Exposure as of such date with respect to such Letter of Credit (or
such lesser amount as agreed by the Administrative Agent), and (ii) to the Issuing Bank a fronting fee, which shall accrue at
the rate of 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing
Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder (if consistent
with customary practices of such Issuing Bank, pursuant to written documentation separately agreed to by the Borrower). Participation
fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing
after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant
to this paragraph shall be payable within ten (10) days after written demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). 




     39


     


    



(c)         The Borrower agrees to pay to the Administrative Agent and the Lead Arranger, for their own respective accounts, fees payable
in the amounts and at the times separately agreed upon in writing between the Borrower, on the one hand, and the Administrative
Agent and the Lead Arranger, on the other.


 


(d)         All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent
(or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation
fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION
2.13      Interest.


 


(a)         The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)         The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect
for such Borrowing plus the Applicable Rate.


 


(c)         Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required
Lenders may, at their option, by written notice to the Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for
reductions in interest rates), declare that (i) all Loans that are overdue shall bear interest at 2% plus the rate otherwise
applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount hereunder
that is overdue, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.


 


(d)         Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Loans, upon termination of the Commitments; provided that
(i) interest accrued pursuant to paragraph (c) of this Section 2.13 shall be payable on written demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.


 


(e)         All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.






     40


     


    

SECTION
2.14      Alternate Rate of Interest; Illegality.


 


		(a)	  If
                                         prior to the commencement of any Interest Period for a Eurodollar Borrowing:



 


(i)        the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without
limitation, by means of an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis)
for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or


 


(ii)        the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;


 


then
the Administrative Agent shall give notice thereof to the Borrower and the Lenders through Electronic Systems as provided in Section
9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing
shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and
(B) if any Borrowing Request requests a Eurodollar Borrowing (or if in the absence of instructions, a Borrowing would automatically
have continued as or been converted into a Eurodollar Borrowing), such Borrowing shall be made as (or continued as or converted
into) an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.


 


(b)          If any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that
it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing,
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 notice thereof by such Lender to the Borrower through the Administrative
Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar
Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower will upon demand from such Lender (with
a copy to the Administrative Agent), either prepay or convert all Eurodollar Borrowings of such Lender to ABR Borrowings, either
on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion,
the Borrower will also pay accrued interest on the amount so prepaid or converted.


 


(c)          Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event
or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the
LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective
at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders
and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed
amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing
any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any
such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required
Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement
of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.


 


(d)          In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time and, notwithstanding  anything
to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to this Agreement.




     41


     


    



(e)          The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event
or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this
Section 2.14.


 


(f)           Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Interest Election Request
that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest
Period applicable thereto, and if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.


 


SECTION
2.15     Increased Costs.


 


		(a)	If
                                         any Change in Law shall:



 


(i)        impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan
requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended
by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;


 


(ii)       impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)      subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing,
converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such
Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal,
interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance
with clause (c) of this Section 2.15, pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional
costs incurred or reduction suffered.


 


(b)         If
any Lender or the Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has
or would have the effect of materially reducing the rate of return on such Lender’s or the Issuing Bank’s capital
or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document
or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies
and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity),
then from time to time the Borrower will, following receipt of a certificate from such Lender or the Issuing Bank in accordance
with clause (c) of this Section 2.15, pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts
as will compensate such Lender or the Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such
reduction suffered.










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(c)         A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the
Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this
Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each
case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent
with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank
(with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this
Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant.
The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate
within fifteen (15) days after receipt thereof.


 


(d)         Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not
constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased
costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing
Bank’s intention to claim compensation therefor by delivery of a certificate in accordance with clause (c) of this Section
2.15; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION
2.16      Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment
pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith),
or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.19, then, in any such event, after receipt of a written request by such Lender
(which request shall set forth the basis for requesting such amount and, absent manifest error, the amount requested shall be
conclusive), the Borrower shall compensate such Lender for the loss, cost and expense attributable to such event, but excluding
any losses of anticipated profits. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed
to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued
on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market, but excluding any losses of anticipated profits. A certificate of any Lender setting forth the
amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, showing in reasonable detail the basis
for the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall
pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.


 


SECTION
2.17     Payments Free of Taxes.


 


(a)         All
payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable
withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable
withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum
payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Lender
(or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent) receives an
amount equal to the sum it would have received had no such deduction or withholding been made.






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(b)         Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in
accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)         Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant
to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(d)         Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days
after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment
to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)         Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable
or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source
against any amount due to the Administrative Agent under this paragraph (e).


 


(f)          Status of Lenders.




 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to
the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such  completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the
legal or commercial position of such Lender.




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(ii)          Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:



 


(A)        any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or
the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(B)         any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:


 


(1)           in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to
payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
 “other income” article of such tax treaty;


 


(2)           an executed copy of IRS Form W-8ECI;




 


(3)           in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or


 


(4)           to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2
or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
D-4 on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 




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(D)         if
a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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 and the Administrative Agent in writing of its legal
inability to do so.


 


(g)         Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party 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 paragraph (g) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(h)         Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


(i)         Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 


SECTION
2.18      Payments Generally; Allocation of Proceeds; Pro Rata Treatment; Sharing of Set-offs.


 


(a)         The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) at or prior to the time expressly
required hereunder (or, if not such time is expressly required, no later than 1:00 p.m., New York City time), on the date
when due, in immediately available funds, without set off, recoupment or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its
offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Banks as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall
be made in dollars.



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(b)         Any
proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing
and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees,
indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the Borrower (other than
in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or
expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations or
Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay
principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations
and Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to
Section 2.22, ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%)
of the aggregate LC Exposure, to be held as cash collateral for such Obligations, and sixth, to the payment of any other
Secured Obligation due to the Administrative Agent or any Lender from the Borrower or any other Loan Party. Notwithstanding
anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is in
existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except
(i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there
are no outstanding ABR Loans and, in any such event, the Borrower shall pay the break funding payment required in accordance with
Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse
and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured
Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described
above and paid in clause sixth if the Administrative Agent has not received written notice thereof, together with such
supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking
Services or Swap Agreements.


 


(c)         At
the election of the Administrative Agent during the continuance of an Event of Default, all payments of principal, interest, LC
Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses
pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder,
whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section,
or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably
authorizes, during the continuance of an Event of Default, (i) the Administrative Agent to make a Borrowing for the purpose of
paying each payment of principal, interest and fees as it becomes due and payable hereunder or any other amount due and payable
under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be
deemed to have been requested pursuant to Section 2.03, and (ii) the Administrative Agent to charge any deposit account
of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due and
payable hereunder or any other amount due and payable under the Loan Documents.


 


(d)         If
any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other
than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the
amount of such participation.



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(e)         Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is
fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(c)), notice from
the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders
or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(f)         The
Administrative Agent may from time to time provide the Borrower with account statements or invoices with respect to any of the
Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide
Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the
amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower
pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be
in default of payment with respect to the billing period indicated on such Statement; provided that acceptance by the Administrative
Agent, on behalf of the Lenders, of any payment that is less than the total amount actually due at that time (including but not
limited to any past due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.


 


SECTION
2.19      Mitigation Obligations; Replacement of Lenders.


 


(a)         If
any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 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 judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender
in connection with any such designation or assignment.


 


(b)        If
(i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or
(iii) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then, in each case, the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests,
rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) to the extent required under Section 9.04, the Borrower shall have received the prior
written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall
not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a
reduction in such compensation or payments, and (iv) in the case of any assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender
shall not be required to make any such assignment and 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 permanently cease to apply.
Each party hereto agrees that (i) an assignment and delegation required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such
assignment and delegation need not be a party thereto in order for such assignment to be effective and shall be deemed to
have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such
assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such
assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without
recourse to or warranty by the parties thereto.



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SECTION
2.20    Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)         fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)         any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such
Defaulting Lender to any Issuing Bank hereunder; third, to cash collateralize the Issuing Banks’ LC Exposure
with respect to such Defaulting Lender in accordance with this Section 2.20; fourth, as the Borrower may request (so
long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if
so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement
and (y) cash collateralize the Issuing Banks’ future LC Exposure with respect
to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this
Section 2.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks as a result of any judgment
of a court of competent jurisdiction obtained by any Lender, the Issuing Banks against such Defaulting Lender as a result of
such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any
judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has
not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued 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 LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by
the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. 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 2.20 shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.



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(c)         the
Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required
Lenders, as applicable, have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification
pursuant to Section 9.02) and such Defaulting Lender shall not be entitled to vote thereon; provided that any amendment,
waiver or other modification requiring the consent of all Lenders or each affected Lender affected which affects such Defaulting
Lender disproportionately when compared to the other affected Lenders, or increases or extends the Commitment of such Defaulting
Lender, shall require the consent of such Defaulting Lender;


 


(d)         if
any LC Exposure exists at the time such Lender becomes a Defaulting Lender and such Lender is a Lender then:


 


(i)
all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in
accordance with their respective Applicable Percentages but only (x) to the extent that such reallocation does not, as to any
non-Defaulting Lender, cause such non-Defaulting Lender’s Credit Exposure to exceed its Commitment and (y) if the
conditions set forth in Section 4.02 are satisfied at such time;


 


(ii)
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one
(1) Business Day following notice by the Administrative Agent, cash collateralize for the benefit of the Issuing Bank only
the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long
as such LC Exposure is outstanding;


 


(iii)
if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above,
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash
collateralized;


 


(iv)
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Section 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; and


 


(v)
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant
to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender
hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure
shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized;
and


 


(e)         so
long as such Lender is a Defaulting Lender and a Lender, the Issuing Bank shall not be required to issue, amend or increase any
Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Lender’s then outstanding LC Exposure
will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower
in accordance with Section 2.20(d), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated
among non-Defaulting Lenders in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate
therein).


 


If
(i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so
long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Lender has defaulted in
fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Bank
shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank, as the case may be, shall
have entered into arrangements with the Borrower or such Lender, satisfactory to each Issuing Bank, as the case may be, to
defease any risk to it in respect of such Lender hereunder.



    50 


     


    


In
the event that the Administrative Agent, the Borrower and each Issuing Bank each agrees that a Defaulting Lender that is a Lender
has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall
be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such
of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold
such Loans in accordance with its Applicable Percentage.


 


SECTION
2.21     Returned Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations
(including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason
compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated,
declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust
funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement
shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender.
The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been
taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this
Section 2.21 shall survive the termination of this Agreement.


 


SECTION
2.22      Expansion Option; Incremental Facilities.


 


(a)         The
Borrower may from time to time elect to increase the Commitments in a minimum amount of $5,000,000 and an integral multiple of
$1,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of all such Commitment increases does
not exceed $50,000,000. Each request from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and
proposed terms of the relevant Commitment increase. The Borrower may arrange for any such Commitment increase to be provided by
one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”),
or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity,
an “Augmenting Lender”), to increase the existing Commitments; provided, that (i) each Augmenting
Lender (other than any Affiliate of an existing Lender) shall, to the extent required by Section 9.04, be subject to the approval
of the Administrative Agent and the Issuing Bank, which approvals shall not be unreasonably withheld, conditioned or delayed,
and (ii) (A) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in
the form of Exhibit E, and (B) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement
substantially in the form of Exhibit F hereto. No existing Lender shall have any obligation or be required to provide any Commitment
increase unless it expressly so agrees. No consent of any Lender (other than the Lenders participating in such Commitment increase)
shall be required for any such increase pursuant to this Section 2.22.


 


(b)        Commitment
increases created pursuant to this Section 2.22 shall become effective on the date agreed by the Borrower, the
Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify
each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall
become effective under this paragraph unless (i) on the proposed date of the effectiveness of such Commitment increase: (A)
(1) the representations and warranties of the Borrower set forth in this Agreement are true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that
it is already qualified or modified by materiality in the text thereof) as of such date; and (2) no Default exists on such
date; and (B) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenant set forth in Section 6.10,
recomputed (1) as if such Commitment increase (and the application of proceeds thereof to the repayment of any other
Indebtedness) had occurred on the first day of the Reference Period then most recently ended for which the Borrower has
delivered Financial Statements (treating all such Commitment increases as fully drawn), and (2) with Consolidated Funded Debt
measured as of the date of and immediately after giving effect to any funding in connection with such Commitment increase
(and the application of proceeds thereof to the repayment of any other Indebtedness) and (3) with Consolidated EBITDA
measured for the Reference Period then most recently ended for which the Borrower has delivered Financial Statements; and
(ii) solely to the extent the Borrower in its sole discretion has agreed to pay additional fees to the Administrative Agent
or the Lenders in connection with such Commitment increase, the Borrower shall have paid to the Administrative Agent and the
Lenders such fees; provided, however, that the conditions set forth in clauses (i) and (ii) shall be subject to
Section 5.10.



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(c)
        On the effective date of any increase in the Commitments, (i) to the extent
applicable, each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such
amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as
being required in order to cause, after giving effect to such Commitment increase and the use of such amounts to make
payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its
Applicable Percentage of such outstanding Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all
outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans,
with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the
requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall
be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall
be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other
than on the last day of the related Interest Periods. The terms (including interest, fees and amortization) of any increase
in the Commitments shall be the same as those of the existing Commitments.


 


(d)    
    The Borrower and the Administrative Agent 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, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.22 shall
constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any
time.


 


SECTION
2.23       Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap
Agreements with, any Loan Party or any Subsidiary shall deliver to the Administrative Agent, promptly after entering into such
Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and
Swap Agreement Obligations of such Loan Party or Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured,
absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative
Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become
due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the
Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking
Services Obligations and/or Swap Agreement Obligations will be placed.


 


ARTICLE
III.


Representations
and Warranties


 


The
Borrower and each other Loan Party represents and warrants to the Lenders that:


 


SECTION
3.01       Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized or incorporated, validly existing
and in good standing under the laws of the jurisdiction of its organization or incorporation, has all requisite power and authority
to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.



    52 


     


    


SECTION
3.02       Authorization; Enforceability. The Transactions are within each Loan Party’s organizational or constitutional
powers and have been duly authorized by all necessary organizational and, if required, stockholder or other equity holder action.
Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes
a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law.


 


SECTION
3.03       Governmental Approvals; No Conflicts. The Transactions (i) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full
force and effect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and except as would not
reasonably be expected to result in a Material Adverse Effect, (ii) will not violate in any respect any applicable law or regulation
or the charter, by-laws or other organizational or constitutional documents of the Borrower or any of its Subsidiaries or any
order of any Governmental Authority except as would not reasonably be expected to result in a Material Adverse Effect, (iii) will
not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries except as would not reasonably be expected to result in a Material Adverse Effect, and (iv) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens created pursuant
to or otherwise permitted under the Loan Documents).


 


SECTION
3.04       Financial Condition; No Material Adverse Change.


 


(a)   
     The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of
income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2018, reported on by its
independent public accountants and (ii) as of and for the fiscal month and the portion of the fiscal year ended December 31,
2019. All such financial statements are prepared in accordance with GAAP applied on a consistent basis throughout the periods
specified and present fairly the financial position of the Borrower and its Subsidiaries as of such dates and the results of
the operations and cash flows of the Borrower and its Subsidiaries for such periods, in all material respects.


 


(b)   
     Since December 31, 2018, there has been no event, development or circumstance that, individually or
in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.


 


SECTION
3.05       Properties; Intellectual Property.


 


(a)   
     As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real
property that is owned or leased by any Loan Party. Each of the Borrower and its Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property material to its business, except (x) for defects in title that do
not interfere with its ability to conduct its business as conducted from time to time or to utilize such properties for their
intended purposes and (y) to the extent encumbered by Liens permitted under the Loan Documents.


 


(b)  
      A correct and complete list of all intellectual property owned by any Loan Party or any
Subsidiary that is registered or applied for with the United States Patent and Trademark Office, the United States Copyright
Office or any other similar government or administrative agency, as of the date of this Agreement, is set forth on Schedule
3.05. Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights,
patents, trade secrets and other intellectual property used in or otherwise necessary and material to its business as
currently conducted, and the operation of their respective business by the Borrower and its Subsidiaries does not infringe
upon or violate the rights of any other Person, except for any such infringements or violations that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.



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SECTION
3.06       Litigation and Environmental Matters.


 


(a)  
      There are no actions, suits, proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined,
would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) that involve any Loan Document or the Transactions.


 


(b)   
     Except for the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has received written
notice of any claim with respect to any Environmental Liability or knows of any basis for any such Environmental Liability,
in each case, except as would not reasonably be expected to result in a Material Adverse Effect and (ii) except with respect
to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any
Environmental Liability.


 


(c)    
    Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that,
individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.


 


SECTION
3.07     Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.


 


SECTION
3.08      Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940.


 


SECTION
3.09     Taxes. Each Loan Party and each Subsidiary has timely filed or caused to be filed all U.S. federal income and all
other material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes (including
withholding Taxes) required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings
and for which such Loan Party or such Subsidiary has set aside on its books adequate reserves in accordance with GAAP. No claims
or investigations are being or, to the knowledge of any Loan Party, reasonably likely to be, made or conducted against any Loan
Party with respect to Taxes except as would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION
3.10       ERISA.


 


(a)    
    No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material
Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets of such Plan.


 


(b)     
   As of the Effective Date, the Borrower is not and will not be using “plan assets” (within the meaning
of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the
Loans, the Letters of Credit or the Commitments.


 


SECTION
3.11       Disclosure.


 


(a)   
     No written information of a factual nature other than the projections, other forward-looking
information and information of a general economic or industry specific nature furnished by or by a representative of the
Borrower on behalf of the Borrower or any of its Subsidiaries in connection with this Agreement or any other Loan Document
(as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of
fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, when taken as a whole, not materially misleading in light of the circumstances under which such
statements are made; provided that, with respect to any projections, other forward-looking information and information
of a general economic or industry specific nature, the Borrower represents only that such projections, other forward-looking
information and information of a general economic or industry specific nature were prepared in good faith based upon
assumptions believed by the Borrower to be reasonable at the time delivered and, if such projections were delivered prior to
the Effective Date, as of the Effective Date, it being recognized by Lenders that any such projections other forward-looking
information and information of a general economic or industry specific nature are subject to significant uncertainties and
contingencies, many of which are beyond the Loan Parties’ control, that no assurance can be given that any particular
projections will be realized and that actual results may differ and that such differences may be material and are not a
guarantee of performance.



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(b)    
    As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial
Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true
and correct in all material respects.


 


SECTION
3.12      No Default. No Default or Event of Default exists or would result from the incurrence by the Borrower or any Subsidiary
of any Obligations hereunder or under any other Loan Document.


 


SECTION
3.13       Solvency. The Borrower and the Subsidiaries, on a consolidated basis, are Solvent.


 


SECTION
3.14       Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties
and the Subsidiaries as of the Effective Date. The Borrower believes that the insurance maintained by or on behalf of the Borrower
and its Subsidiaries is adequate and customary for companies engaged in the same or similar businesses of similar size operating
in the same or similar locations.


 


SECTION
3.15       Capitalization and Subsidiaries. As of the Effective Date, Schedule 3.15 is a complete list of each of the Borrower’s
Subsidiaries and such Subsidiary’s jurisdiction of incorporation. All of the issued and outstanding Equity Interests owned
by any Loan Party in each of its Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.


 


SECTION
3.16       Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid
Liens on and security interests in, all the Collateral purported to be secured by the Collateral Documents in favor of the Administrative
Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing
the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other
Liens on the Collateral except (i) Permitted Encumbrances to the extent any such Permitted Encumbrances would have priority over
the Liens in favor of the Administrative Agent pursuant to any applicable law, (ii) Liens perfected only by possession (including
possession of any certificate of title), but only to the extent the Administrative Agent has not obtained or does not maintain
possession of such Collateral and (iii) any other Liens not required to be perfected under the Loan Documents or by the Administrative
Agent.


 


SECTION
3.17       Employment Matters. There are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or,
to the knowledge of the Loan Parties, threatened in writing that could reasonably be expected to result in a Material Adverse
Effect. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation
of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters in a manner
resulting in liabilities that could reasonably be expected to result in a Material Adverse Effect. All payments due from any Loan
Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan Party
or such Subsidiary to the extent required by GAAP.



    55 


     


    


SECTION
3.18       Margin Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities,
in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock,
and no part of the proceeds of any Borrowing or Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following
the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the
assets (either of any Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.


 


SECTION
3.19       Anti-Corruption and Anti-Terrorism Laws and Sanctions.


 


(a)    
    Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure
compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and
directors and, to the knowledge of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and
applicable Sanctions in all material respects. None of (a) any Loan Party, any Subsidiary, any of their respective directors
or officers or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any
Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a
Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this
Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


(b)  
       Use of Proceeds. The proceeds of the Loans will be used only (i) to pay fees, costs and
expenses incurred in connection with the Transactions and (ii) for working capital and other general corporate purposes of
the Borrower and the Subsidiaries (including the financing of Permitted Acquisitions, Capital Expenditures, Investments,
Restricted Payments and the refinancing of Indebtedness, in each case, not prohibited by the Loan Documents).


 


SECTION
3.20      Federal Reserve Regulations. Neither the Borrower nor any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying
margin stock (as defined in Regulation U of the Board), and no part of the proceeds of any Loan will be used, directly or indirectly,
to buy or carry, or to extend credit to others to buy or carry, any margin stock or for any other purpose that entails a violation
of any Regulations of the Board, including Regulations T, U and X.


 


SECTION
3.21       EEA Financial Institution. No Loan Party is an EEA Financial Institution.


 


SECTION
3.22      Plan Assets; Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed to
hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance
of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit
hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, assuming
that none of the Lenders use “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit
Plans in connection with the Loans or the Letters of Credit.


 


ARTICLE
IV.


Conditions


 


SECTION
4.01      Effective Date. The obligations of the Lenders hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)      
    The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement.



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(b)
          The Administrative Agent (or its counsel) shall have received:


 


(i)
subject to Section 5.13 from the Loan Parties executed counterparts of the Collateral Documents set forth on Schedule 4.01(b)
to be entered into on and as of the Effective Date and prior to the funding of any Loans on the Effective Date;


 


(ii)
from the Borrower, a Note executed by the Borrower for each Lender requesting a Note at least two (2) Business Days prior to
the Effective Date;


 


(iii)
with respect to each Loan Party, UCC-1 financing statements in a form appropriate for filing in the state of organization of
such Loan Party;


 


(iv)
delivery of original stock or share certificates for certificated Equity Interests of each Subsidiary that constitutes
Collateral, together with appropriate duly executed instruments of transfer endorsed in blank;


 


(v)
all promissory notes evidencing the Collateral accompanied by instruments of transfer endorsed in blank;


 


(vi)
an executed Perfection Certificate;


 


(vii)
the results of a recent lien search in the jurisdiction of organization of each Loan Party and its respective Subsidiaries
and each jurisdiction where assets of each Loan Party and its respective Subsidiaries are located, and the results of search
reports in respect of the intellectual property of each Loan Party and its Subsidiaries, and such search shall reveal no
Liens on any of the assets of such Loan Parties and its Subsidiaries except for liens permitted by Section 6.02 or
discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to
the Administrative Agent; and


 


(viii)
insurance certificates satisfying the requirements of Section 5.05.


 


(c)     
    The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative
Agent and the Lenders and dated the Effective Date) of Goodwin Procter LLP, counsel for the Loan Parties, and covering such
matters relating to the Loan Parties, this Agreement, or other Loan Documents as the Administrative Agent shall reasonably
request.


 


(d)     
    The Administrative Agent shall have received: (i) a copy of each organizational or constitutional document
of each Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official;
(ii) signature and incumbency certificates of the officers of the Loan Parties executing the Loan Documents to which it is a
party as of the Effective Date and prior to the funding of any Borrowing as of the Effective Date; (iii) resolutions of the
board of directors (or, if applicable, shareholders) or similar governing body of each Loan Party approving and authorizing
the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party as
of the Effective Date and prior to the funding of the any Borrowing, certified as of the Effective Date by such Loan Party as
being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such
concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Loan Party’s
respective jurisdiction of incorporation, organization or formation dated as of a recent date prior to the Effective
Date.



 


(e)     
    The Administrative Agent shall have received all fees due and payable on or prior to the Effective Date,
and, to the extent invoiced at least one day prior to the Effective Date, shall have been reimbursed for all out of pocket
expenses (including legal fees and expenses) required to be reimbursed by the Borrower hereunder.



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(f)   
     The Administrative Agent shall have received a Borrowing Request relating to the Borrowing on the
Effective Date (to the extent applicable).


 


(g)
       The Administrative Agent shall have received a Solvency Certificate.


 


(h)       (A)
The Administrative Agent shall have received at least five (5) days prior to the Effective Date all documentation and other information
with respect to the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA Patriot Act, as the Administrative Agent and Lenders shall have reasonably requested
prior to the Effective Date; and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, prior to the Effective
Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification
(provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set
forth in this clause (B) shall be deemed to be satisfied).


 


(i)   
     The representations and warranties of the Borrower and each Loan Party set forth in this Agreement shall be
true and correct in all material respects (except that such materiality qualifier shall not be applicable to any
representation or warranty to the extent that it is already qualified or modified by materiality in the text
thereof).


 


(j)
        No Default or Event of Default hereunder shall have occurred and be
continuing.


 


(k)   
    Since December 31, 2018, no Material Adverse Effect shall have occurred or exist, and there has been no
event, development or circumstance that, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


 


(l)        The
Administrative Agent shall have received a certificate of a Responsible Officer of Borrower certifying that each of the conditions
specified in paragraphs (i), (j) and (k) of this Section 4.01 has been satisfied.


 


(m)      The
Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for
the fiscal years ended as of December 31, 2018 and December 31, 2017, and the related audited consolidated statements of income,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal years and (ii) unaudited interim
consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest
applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available,
and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse
change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated
financial statements described in clause (i) of this paragraph.


 


(n)
       [Intentionally Omitted].


 


(o)       Each
document (including any Uniform Commercial Code financing statement or federal intellectual property filings) required by the
Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order
to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described
therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02),
shall be in proper form for filing, registration or recordation.



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SECTION
4.02       Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing
Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following
conditions:


 


(a)   
     The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or
the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not
be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in the
text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter
of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, in
which case, such representation or warranty shall be true and correct in all material respects as of such earlier date), and
the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer
of the Borrower.


 


(b)    
    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be
continuing.


 


(c)     
   The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section
2.03.


 


Each
Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for
purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute
a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this
Section 4.02.


 


ARTICLE
V.


Affirmative
Covenants


 


Until
the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been Paid in Full and all Letters of Credit shall have expired or terminated in each case, without any pending draw,
and all LC Disbursements shall have been reimbursed (or cash collateralized in accordance with the terms herein), the Borrower
covenants and agrees with the Lenders that:


 


SECTION
5.01     Financial Statements; and Other Information. The Borrower will furnish to the Administrative Agent (for
distribution to the Lenders):


 


(a)    
    within 120 days after the end of each fiscal year of the Borrower (beginning with the fiscal year ended
December 31, 2019), its audited consolidated balance sheet and related statements of operations, stockholders’ equity
and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the
previous fiscal year (beginning with such reports delivered with respect to the fiscal year ending December 31, 2020), all
reported on by independent public accountants of recognized national standing (without qualification, commentary or
exception, and without any qualification or exception as to the scope of such audit other than a qualification resulting
solely from an upcoming maturity date for the Loans occurring within one year from the time such opinion is delivered) to the
effect that such consolidated financial statements present fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;


 


(b)   
     within 45 days (or 60 days in the case of the three fiscal quarters ending after the Effective Date
for which delivery is required hereunder) after the end of each fiscal quarter of the Borrower (beginning with the fiscal
quarter ending March 31, 2020), its consolidated balance sheet and related statements of operations and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end
of) the previous fiscal year (beginning with such reports that are delivered with respect to the fiscal quarter ending March
31, 2021), all certified by a Financial Officer as presenting fairly in all material respects the financial condition as of
the date thereof and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis for the
periods covered thereby in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;



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(c)
       [intentionally omitted];


 


(d)       concurrently
with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying, in the case
of the financial statements delivered under clause (b), that such financial statements present fairly in all material respects
the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as
of the date thereof in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence
of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating
compliance with Section 6.10 and (iv) setting forth the information required under the Security Agreement;


 


(e)      
[intentionally omitted];


 


(f)        as
soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower and its Subsidiaries,
a consolidated budget for the following fiscal year in each case in the form normally prepared and presented to management (collectively,
the “Projections”);


 


(g)       promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms any Loan Document, as the Administrative Agent (or any Lender through
the Administrative Agent) may reasonably request and to the extent reasonably available to the Borrower; provided, none
of the Borrower or any Subsidiary will be required to disclose or deliver information (i) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any law, any fiduciary
duty or by any binding agreement, (ii) that constitutes trade secrets or proprietary information or (iii) that is subject to attorney-client
privilege or constitutes attorney work product; and


 


(h)       promptly
following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including
the USA Patriot Act and the Beneficial Ownership Regulation, as applicable.


 


SECTION
5.02    Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to the Lenders)
prompt written notice of the following:


 


(a)       Promptly
upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice
thereof specifying the nature and duration, thereof and the action being or proposed to be taken with respect thereto;


 


(b)       Promptly
upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened
in writing against the Borrower or any of its Subsidiaries of which they have notice, the outcome of which could reasonably be
expected to have a Material Adverse Effect on the Borrower and its Subsidiaries on a consolidated basis, written notice thereof
and the action being or proposed to be taken with respect thereto;


 


(c)       Promptly
upon becoming aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred,
could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the
Threshold Amount;


 


(d)       Promptly
upon becoming aware of the existence of any casualty or other insured damage to any portion of the Collateral with a value
in excess of the Threshold Amount or the commencement of any action or proceeding for the taking of any portion of the
Collateral in excess of the Threshold Amount or interest therein under power of eminent domain or by condemnation or similar
proceeding; and



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(e)         Promptly
after any occurrence or after becoming aware of any condition affecting the Borrower or any Subsidiary that results in, or could
reasonably be expected to result in, a Material Adverse Effect.


 


Each
notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer
of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to
be taken with respect thereto.


 


SECTION
5.03       Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done
all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the
conduct of the Borrower’s business when taken as a whole, and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted, except, in each case, where failure to maintain such requisite authority
or failure to maintain such right, qualification, license, permit, franchise, governmental authorization, intellectual property
right, license or permit would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct
its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted
or as are reasonably related, incidental, ancillary or complementary to or a natural extension of the same.


 


SECTION
5.04       Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all U.S. federal
and all other material Taxes, before the same shall become delinquent or in default (taking into account applicable grace periods),
except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party
or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure
to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect; provided,
that each Loan Party will, and will cause each Subsidiary to, remit material withholding Taxes and other payroll Taxes to appropriate
Governmental Authorities as and when due and payable, notwithstanding the foregoing exceptions.


 


SECTION
5.05       Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear and damage by fire or other
casualty excepted.


 


SECTION
5.06       Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper
books of record and account in which true and complete entries in all material respects in accordance with GAAP will be made
reflecting all of its and its Subsidiaries business and financial transactions; provided that, it being understood and
agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting
principles that are applicable in their respective jurisdiction of organization, and (b) permit any representatives
designated by the Administrative Agent on behalf of the Lenders (including employees of the Administrative Agent, any Lender
or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent, in each case, who have
signed a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower), upon reasonable prior
written notice, to visit and inspect its properties, to examine and make copies from its books and records, including to
discuss its affairs, finances and condition with its officers, all at such reasonable times during Borrower’s normal
business hours and as often as reasonably requested. The Loan Parties acknowledge that the Administrative Agent, after
exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Loan
Parties’ assets for internal use by the Administrative Agent and the Lenders. In the absence of a continuing Event of
Default only one such examination in any period of 12 consecutive calendar months shall be conducted (as coordinated by the
Administrative Agent) and shall be at the Borrower’s expense, and during the continuance of an Event of Default all
such examinations shall be at the Borrower’s expense (and may occur with greater frequency); provided, that any
and all expenses incurred by a Lender pursuant to this Section 5.06 shall be solely at such Lender’s expense and
Borrower shall have no obligation to reimburse any such Lender’s expenses. Notwithstanding anything to the contrary in
this Section 5.06, none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or
making copies of abstracts of, or discussion of, any document, information or other matter (i) in respect of which
disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by
any law or by any binding agreement or (ii) that is subject to attorney-client privilege or constitutes attorney work
product.



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SECTION
5.07       Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all material laws,
rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental
Laws), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance in all
material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions.


 


SECTION
5.08       Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only for purposes permitted under Section
3.18(b). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit
to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the
Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the
Borrower and its Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use,
and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the
proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the
payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any manner that would result
in the violation of any Sanctions applicable to any party hereto.


 


SECTION
5.09       Insurance.


 


(a)        General.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers (a)
insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as the senior
officers of the Borrower in the exercise of their reasonable judgment deem to be adequate, as are customary in the industry
for companies of established reputation engaged in the same or similar business in the same or similar locations and owning
or operating similar properties and shall be reasonably satisfactory to the Administrative Agent (it being agreed that
insurance that is substantially similar to that in effect on the Effective Date is reasonably satisfactory to the
Administrative Agent), and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the
Administrative Agent, upon reasonable request of the Administrative Agent, information in reasonable detail as to the
insurance so maintained. The Borrower shall deliver, within 90 days after the Effective Date, to the Administrative Agent
endorsements (x) to all property or casualty insurance policies covering Collateral naming the Administrative Agent as lender
loss payee, (y) to all general liability and other liability policies naming the Administrative Agent an additional insured,
which endorsements shall be in effect at all times and (z) providing that 30 days’ advance notice will be given to
Administrative Agent prior to any cancellation or non-renewal of such policy (or 10 days’ advance notice prior to any
such cancellation due to non-payment of premium). In the event the Borrower or any Subsidiary at any time hereafter shall
fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part
relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default
hereunder, may at any time or times thereafter (but shall be under no obligation to do so), in consultation with the
Borrower, obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto
which the Administrative Agent reasonably deems advisable to ensure compliance under this Section 5.09. All sums so disbursed
by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. No later than
ninety (90) days (as such period may be extended in the reasonable discretion of the Administrative Agent) after the
Effective Date (or the date any such insurance is obtained, renewed or extended in the case of insurance obtained, renewed or
extended after the Effective Date), the Borrower will cause all property and casualty insurance policies with respect to
Collateral to be endorsed or otherwise amended to include a lender’s loss payable, mortgagee or additional insured, as
applicable, endorsement, or otherwise reasonably satisfactory to the Administrative Agent.



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(b)   
     Flood Insurance. With respect to each Mortgaged Property (if any) that is located or lies
within a “special flood hazard area” as designated on maps prepared by the Federal Emergency Management Agency
(FEMA), the Borrower or other applicable Loan Party (A) will maintain, with financially sound and reputable insurance
companies, a flood insurance policy or policies (whether or not coverage is available from the National Flood Insurance
Program and whether or not required by the Flood Laws), in form and substance acceptable to the Administrative Agent covering
each such Mortgaged Property on terms reasonably acceptable to the Administrative Agent and otherwise sufficient to comply
with all applicable Flood Laws, and (B) promptly upon the reasonable request of the Administrative Agent, will deliver to the
Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent,
including, without limitation, evidence of annual renewals of such insurance.


 


SECTION
5.10       Additional Subsidiaries. In the event (i) the Borrower acquires or creates any Subsidiary (other than an Excluded
Subsidiary) or (ii) any Excluded Subsidiary ceases to be an Excluded Subsidiary after the Effective Date, the Borrower shall forthwith
promptly (and in any event within 60 days (or such longer time as the Administrative Agent may agree in its reasonable discretion)
after the acquisition or creation of such Subsidiary, or change in such Subsidiary’s status as an Excluded Subsidiary) cause
such Subsidiary to become a Guarantor by delivering to the Administrative Agent (x) a Joinder Agreement, duly executed by such
Subsidiary, pursuant to which such Subsidiary agrees to be bound by the terms and provisions of this Agreement, and (y) such joinders
or supplements to the Security Agreement and/or the other relevant Collateral Documents and such other documents as the Administrative
Agent shall deem necessary or advisable to perfect the Lien in any property of such Subsidiary which constitutes Collateral in
accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may
be reasonably requested by the Administrative Agent and such joinders to be accompanied by appropriate corporate resolutions,
other corporate organizational documentation and customary legal opinions upon the reasonable request of the Administrative Agent
in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


SECTION
5.11       Additional Collateral; Further Assurances.


 


(a)
        The Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, cause
(i) all of its personal property (whether tangible, intangible or mixed, subject to
the exceptions expressly contained in the Security Agreement) and (ii) subject to other applicable provisions of this
Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower)
of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of
such real property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured
Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted
by Section 6.02.


 


(b)        Without
limiting the foregoing, the Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, execute and
deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will
take or cause to be taken such further actions (including the filing and recording of financing statements and other documents
and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law
or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement
and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral
Documents (and subject to the exceptions set forth therein), all in form and substance reasonably satisfactory to the Administrative
Agent.


 


(c)        Notwithstanding
the foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws
of any jurisdiction other than the United States.


 


SECTION
5.12       Accuracy of Information. The Borrower will ensure that any written information of a factual nature other than
the projections, other forward-looking information and information of a general economic or industry specific nature
furnished by or by a representative of the Borrower on behalf of the Borrower or any of its Subsidiaries in connection with
this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a
whole does not contain any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, when taken as a whole, not materially misleading in
light of the circumstances under which such statements are made; provided, that with respect to any projections, the
Borrower covenants only that it will cause the projections to be prepared in good faith based upon assumptions believed by
the Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are
not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ
materially from the projected results.



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SECTION
5.13       Post-Closing Covenant. The Borrower agrees to deliver, or cause to be delivered (or to use commercially reasonable
efforts to deliver or cause to be delivered, to the extent applicable and specified on Schedule 5.13), to the Administrative Agent,
the items described on Schedule 5.13 hereof on or before the dates specified with respect to such items, or such later dates as
may be agreed to by the Administrative Agent in its reasonable discretion.


 


SECTION
5.14     Depository Banks. Within ninety (90) days after the Effective Date, each Loan Party and each Subsidiary shall use
good faith efforts to move and perform its banking services with JPMorgan (and its Affiliates), which will include endeavoring
to utilize JPMorgan as its principal operating bank in each jurisdiction in which JPMorgan (or its Affiliates) is able to provide
banking services to such Loan Party or Subsidiary without undue operational burden or expense relative to the median market for
each service. These banking services include, but are not limited to, the primary operating accounts of each Loan Party and each
Subsidiary and their corporate credit cards and the issuances of new and renewed/amended letters of credit. Notwithstanding the
foregoing, the Loan Parties and their Subsidiaries shall be permitted to utilize existing credit card payment processor services
for the remainder of the existing credit card processor agreement (not to be amended) . Upon renewal or amendment, Loan Party
and each subsidiary shall make good faith efforts to execute its primary credit card payment process services with JPMorgan (and
its Affiliates) without undue burden or expense relative to the median market for each service.


 


ARTICLE
VI.


Negative
Covenants


 


Until
the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have
been Paid in Full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements
shall have been reimbursed (or cash collateralized or backstopped in accordance with the terms herein), the Borrower covenants
and agrees with the Lenders that:


 


SECTION
6.01       Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist
any Indebtedness, except:


 


(a)
        Indebtedness created under the Loan Documents;


 


(b)        Indebtedness
existing on the date hereof and set forth in Schedule 6.01, and modifications, replacements, restructurings, refinancings, refundings,
renewals, amendments, restatements or extensions of any such Indebtedness; provided that the amount of such Indebtedness
is not increased at the time of such modification, replacement, restructuring, refinancing, refunding, renewal, amendment, restatement
or extension (unless the additional amount is permitted pursuant to another provision of this Section 6.01) except by an amount
equal to accrued but unpaid interest thereon, a reasonable premium or other reasonable similar amount paid, and reasonable fees
and expenses incurred, in connection with such modification, replacement, restructuring, refinancing, refunding, renewal, amendment,
restatement or extension;


 


(c)    
    Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other
Subsidiary; provided that (A) Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any other
Loan Party shall be subject to Section 6.04(g) and (B) Indebtedness of any Loan Party to any Subsidiary that is not a Loan
Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative
Agent;



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(d)  
      Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Borrower or any other Subsidiary; provided that (A) the Indebtedness so Guaranteed is permitted
under this Section 6.01, (B) Guarantees by the Borrower or any Subsidiary that is a Loan Party of Indebtedness of any
Subsidiary that is not a Loan Party shall be subject to Section 6.04(h) and (C) Guarantees permitted under this clause (d)
shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so
Guaranteed is subordinated to the Secured Obligations;


 


(e)  
      Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for
collection by Borrower or any other Loan Party incurred in the ordinary course of business;


 


(f)    
     Indebtedness incurred to finance Capital Expenditures, including Finance Lease Obligations, and any
Indebtedness incurred or assumed in connection with the acquisition, restoration, construction or improvement of any fixed or
capital assets, including real property, or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount (plus
any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such
extended, renewed or replaced Indebtedness) and premium payable by the terms of such Indebtedness thereon and fees and
expenses associated therewith), result in an earlier maturity date or decreased remaining weighted average life to maturity
thereof or change the parties directly or indirectly responsible for the payment thereof; provided that such
Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such
construction or improvement; provided further that (A) if secured, the collateral therefor consists solely of
the assets being financed, the products and proceeds thereof and books and records related thereto, and (B) the
aggregate outstanding principal amount of such Indebtedness does not exceed the greater of (x) $15,000,000 and (y) 25% of
Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements
are available;


 


(g)        Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and
(ii) the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed the greater of (x) $10,000,000
and (y) 20.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements
are available at any time outstanding;


 


(h)    
    Indebtedness incurred by Borrower or its Subsidiaries arising (A) from agreements providing for
indemnification, adjustment of purchase price, working capital or similar obligations (including customary earn-outs, and any
other deferred payments of a similar nature incurred in connection with any investment by any Subsidiary), in each case,
whether or not evidenced by a note, and incurred or assumed in connection with any Permitted Acquisition or any asset sale
permitted under this Agreement or Investment permitted under this Agreement (any such obligations, “Deferred
Acquisition Obligations”), or (B) from guarantees or letters of credit, surety bonds, bid bonds, appeal bonds,
performance bonds or other similar obligations securing the performance of Borrower or any Subsidiary pursuant to such
agreements;


 


(i)          Indebtedness
in respect of treasury, depositary, cash management and netting services, automatic clearing house arrangements, overdraft
protections and other financial accommodations of the nature described in the definition of “Banking Services”
and otherwise in connection with securities accounts, deposit accounts and employees’ credit or purchase cards, in each
case incurred in the ordinary course of business;



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(j)       
  Indebtedness consisting of financing of insurance premiums and other Indebtedness owed to any Person (including
obligations in respect of letters of credit, bankers’ acceptances or similar instruments issued for the benefit of such
Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability
insurance, self-insurance, including pursuant to reimbursement or indemnification obligations to such Person, in each case
incurred in the ordinary course of business consistent with past practice;


 


(k)
        Indebtedness under Swap Agreements permitted under Section 6.05;


 


(l)    
     other Indebtedness in an aggregate principal amount not exceeding the greater of (x) $10,000,000 and (y)
20% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are
available at any time outstanding;


 


(m)      
Indebtedness of any Subsidiary as an account party in respect of trade letters of credit;


 


(n)        Indebtedness consisting of usual and customary take or pay obligations contained in supply arrangements incurred
in the ordinary course of business;


 


(o)        Indebtedness
representing deferred compensation to employees incurred in the ordinary course of business;


 


(p)        Indebtedness
consisting of promissory notes issued to current or former officers, directors and employees of Borrower or any Subsidiary, their
respective estates, spouses or former spouses issued in exchange for the purchase or redemption by Borrower or such Subsidiary
of its Equity Interests to the extent permitted by clause (vi) of Section 6.06(a);


 


(q)        Indebtedness
of any non-Loan Party Subsidiary incurred to finance working capital needs or for other general corporate purposes, not to exceed
at any time outstanding the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently
ended Reference Period for which Financial Statements are available;


 


(r)         letters
of credit in an aggregate principal (or face) amount at any time outstanding not to exceed (i) the greater of (x) $20,000,000
and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements
are available plus (ii) the aggregate principal (or face) amount of letters of credit in existence on the Effective Date issued
by financial institutions that are Lenders as of the Effective Date;


 


(s)         to
the extent constituting Indebtedness, judgments not constituting an Event of Default under clause (k) of Article VII;


 


(t)         Indebtedness
arising from netting services, the honoring by a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds and other Indebtedness arising in connection with deposit accounts, credit cards, purchasing cards
and cash management services, in each case, in the ordinary course of business; and


 


(u)        to
the extent constituting Indebtedness, advances in respect of transfer pricing or shared services agreements that are permitted
by Section 6.04(z).



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SECTION
6.02     Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, except:


 


(a)
         Permitted Encumbrances;


 


(b)

         Liens created pursuant to any Loan Document, including the Secured Obligations;


 


(c)

         any
Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including
any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions thereto)
and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements
thereof permitted under Section 6.01(b);


 


(d)

         any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided
that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary,
as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than
proceeds and replacements of such property or assets and additions and accessions thereto) and (iii) such Lien shall secure only
those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may
be and extensions, renewals and replacements thereof permitted pursuant to Section 6.01;


 


(e)

         Liens
on fixed or capital assets acquired, constructed, developed, restored, replaced, maintained or improved by the Borrower or any
Subsidiary (including any such assets made the subject of a Finance Lease Obligation); provided that (i) such security
interests secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such security interests and the Indebtedness secured
thereby are incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed
or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary
(other than any replacements of such property or assets and additions and accessions thereto and the proceeds and the products
thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any
lender and permitted under Section 6.01(f), other equipment financed by such lender and permitted under Section 6.01(f));


 


(f)


          Liens arising out of sale and leaseback transactions permitted by Section 6.11;


 


(g)

         bankers
liens, rights of set-off and similar Liens incurred on deposits made in the ordinary course of business;


 


(h)

         Liens
on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder;


 


(i)

          leases,
subleases, and non-exclusive licenses or sublicenses granted to third parties in the ordinary course of business, and exclusive
licenses granted to third parties; provided that the fair market value of all property for which exclusive licenses (other
than intercompany exclusive licenses between and/or among Loan Parties) are granted shall not exceed the greater of (x) $9,000,000
and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements
are available, at any time during the term of this Agreement;


 


(j)

          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;


 


(k)

         purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business;



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(l)

          Liens
arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder;


 


(m)

        Liens
arising solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by Borrower or any of its
Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;


 


(n)
         [intentionally omitted];


 


(o)         in
connection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions
contained in agreements relating to such sale or transfer pending the completion thereof;


 


(p)         Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries
in the ordinary course of business;


 


(q)         Liens
in connection with cash collateral and Cash Equivalents securing letters of credit permitted under Section 6.01(r) in an aggregate
amount not exceeding 105% of the face amount of such letters of credit;


 


(r)          other
Liens; provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence
or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (r) and any substantially concurrent
use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed the greater of (x) $7,500,000
and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements
are available and to the extent such Indebtedness is permitted under Section 6.01(l);


 


(s)          Liens
granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations owed
by such Subsidiary to such Loan Party;


 


(t)
          Liens of bailees in the ordinary course of business;


 


(u)         Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement
or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries; and


 


(v)        
utility and similar deposits in the ordinary course of business.


 


SECTION
6.03       Fundamental Changes.


 


(a)         No
Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve, except that, (i) any Subsidiary may merge into or liquidate or
dissolve into, or consolidate with, the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary
may merge into or liquidate or dissolve into, or consolidate with, any Subsidiary in a transaction in which the surviving entity
is a Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party within thirty (30) days (or such
longer period as the Administrative Agent may reasonably agree) of such merger, liquidation or consolidation, and (iii) any Subsidiary
may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests
of the Borrower and is not materially disadvantageous to the Secured Parties; provided, that any such merger involving
a wholly-owned Subsidiary merging into a non-wholly-owned Subsidiary (with such non-wholly-owned Subsidiary surviving such merger)
shall not be permitted unless also permitted under Section 6.04,


 


(b)         No
Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior
written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability
company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division
Successor shall be required to comply with the obligations set forth in Section 1 and the other further assurances
obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan
Documents.



    68 


     


    


(c)         The
Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses
of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses ancillary,
incidental, complementary or reasonably related thereto or reasonable extensions thereof.


 


SECTION
6.04     Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to,
make or maintain any Investments other than:


 


(a)         Investments
existing on the date hereof in or to Subsidiaries and set forth on Schedule 6.04 and any extensions or amendments thereto not
increasing the principal or capital amount thereof;


 


(b)
         Cash Equivalents;


 


(c)
         Capital Expenditures and Capitalized Software Expenditures;


 


(d)         normal
trade credit extended in the ordinary course of business and consistent with prudent business practice;


 


(e)         advances
or loans to officers, directors or employees of the Borrower or its Subsidiaries for business related, education, entertainment,
travel or moving expenses to be incurred in the ordinary course of business in an amount not to exceed the greater of (x) $1,000,000
and (y) 2.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements
are available, in the aggregate outstanding at any one time,


 


(f)          Investments
by the Borrower and the Subsidiaries in Equity Interests in, or capital or asset contributions to, their respective Subsidiaries;
provided, that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to a Collateral Document to
the extent required thereby (subject to the limitations and exceptions set forth in the applicable Collateral Document) and (ii)
the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany
loans to Subsidiaries that are not Loan Parties permitted under Section 6.04(g) and outstanding Guarantees of Indebtedness of
Subsidiaries that are not Loan Parties permitted under Section 6.04(h)) shall not exceed in the aggregate at any time outstanding,
the greater of (x) $15,000,000 and (y) 25% of Consolidated EBITDA as of the last day of the most recently ended Reference Period
for which Financial Statements are available;


 


(g)         loans
or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided,
that, (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note (which may be a global note)
pledged pursuant to a Collateral Document and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries
that are not Loan Parties (together with outstanding Investments in Subsidiaries that are not Loan Parties permitted under Section
6.04(f) and outstanding Guarantees of Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.04(h))
shall not exceed in the aggregate at any time outstanding, the greater of (x) $15,000,000 and (y) 25% of Consolidated EBITDA as
of the last day of the most recently ended Reference Period for which Financial Statements are available;


 


(h)         Guarantees
constituting Indebtedness permitted by Section 6.01; provided, that the aggregate principal amount of Indebtedness of
Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding Investments in
Subsidiary that are not Loan Parties permitted under Section 6.04(f) and outstanding intercompany loans to Subsidiaries that
are not Loan Parties permitted under Section 6.04(g)) shall not exceed, in the aggregate at any time outstanding, the greater
of (x) $15,000,000 and (y) 25% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for
which Financial Statements are available;



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(i)          Loans
or advances made by the Borrower or any Subsidiary to any Person (including employees) not in the ordinary course of business
not to exceed the greater of (x) $1,000,000 and (y) 2% of Consolidated EBITDA as of the last day of the most recently ended Reference
Period for which Financial Statements are available, in the aggregate outstanding at any one time;


 


(j)
          Permitted Acquisitions;


 


(k)         Investments
in cash and Cash Equivalents and obligations under Swap Agreements permitted by Section 6.05;


 


(l)          Investments
consisting of security deposits with utilities and other like Persons made in the ordinary course of business;


 


(m)        Investments
received in connection with any insolvency proceedings in respect of any customers, suppliers or clients and in settlement of
delinquent obligations of, and other disputes with, customers, suppliers or clients;


 


(n)         Investments
of any Person existing at the time such Person becomes a Subsidiary or consolidates, amalgamates or merges with the Borrower or
any Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such
Investment was not made in contemplation of such Person becoming a Subsidiary or such consolidation, amalgamation or merger;


 


(o)         upon
foreclosure (or transfer of title in lieu of foreclosure) with respect to any secured Investment in a Person other than the Borrower
or a Subsidiary and that, in each case, was made without contemplation of such foreclosure (or transfer of title in lieu of foreclosure);


 


(p)         Investments
in the ordinary course of business consisting of Article III endorsements for collection or deposit;


 


(q)         the
Borrower and its Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms;


 


(r)          Investments
constituting customary deposits made in connection with the purchase of goods or services in the ordinary course of business;


 


(s)         Investments
consisting of promissory notes and other non-cash consideration, in each case received in connection with asset sales or dispositions
permitted by Section 6.12 (other than Section 6.12(s) or Section 6.12(t) (to the extent relating to Section 6.12(s)); provided
that the applicable Loan Party complies with the requirements of the applicable Collateral Document with respect to any such
promissory notes or other instruments;


 


(t)    
     advances of payroll payments to employees in the ordinary course of business and Investments made
pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions
pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;


 


(u)        any
endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of
business;



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(v)         Investments
to the extent that the consideration for such Investments is made solely with the Qualified Equity Interests of the Borrower;


 


(w)       
[intentionally omitted];


 


(x)          other
Investments (as valued at the fair market value (as determined in good faith by the Borrower) of such Investment at the time each
such Investment is made); provided that as of the last day of the most recently ended Reference Period for which Financial
Statements are available after giving effect to any such Investment the Consolidated Total Net Leverage Ratio is not greater than
2.75 to 1.00 on a Pro Forma Basis;


 


(y)         other
Investments in an aggregate principal amount not exceeding the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as
of the last day of the most recently ended Reference Period for which Financial Statements are available at any time outstanding;
and


 


(z)          to
the extent constituting Investments, advances in respect of transfer pricing and cost-sharing arrangements (i.e. “cost-plus”
arrangements) and associated “true-up” payments, in each case, that are in the ordinary course of business.


 


SECTION
6.05       Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement,
except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure
(other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries) or (b) Swap Agreements entered into
in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.


 


SECTION
6.06       Restricted Payments.


 


(a)        No
Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise)
to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest
and fees hereunder), except:


 


(i)           the
Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified
Equity Interests;


 


(ii)          (A)
Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person
pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party;


 


(iii)         Restricted
Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted
pursuant to Section 6.04(z);


 


(iv)       
[intentionally omitted];


 


(v)
         the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of
(x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most
recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with
Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of
the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to
any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided,
that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such
Restricted Payment or would result therefrom;



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(vi)         the
Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common
stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates,
descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director,
manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director
or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any
stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including,
for the avoidance of doubt, Restricted Payments to pay principal or interest on promissory notes that were issued to any future,
present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators,
heirs, legatees or distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement
or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided
that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received
by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall
not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in
any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year);


 


(vii)        the
Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise
of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof;


 


(viii)       the
Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds
received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity
Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for
any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and


 


(ix)         the
Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower
(as amended as of the date hereof).


 


(b)         No
Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except:


 


(i)           payments
permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the
payment of Deferred Acquisition Obligations);


 


(ii)        
[intentionally omitted];


 


(iii)         refinancings,
replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing,
replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses
in connection therewith;


 


(iv)         payments
of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof;


 


(v)         conversions,
exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower;


 


(vi)       
[intentionally omitted]; and



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(vii)       additional
payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA
as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when
taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause
(vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving
effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided,
that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such
payment or would result therefrom.


 


SECTION
6.07     Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except:


 


(a)         transactions
that are at prices and on other terms and conditions, taken as a whole, not materially less favorable to such Loan Party or such
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by
the Borrower or such Subsidiary);


 


(b)         transactions
between or among the Borrower and any wholly-owned Subsidiary that is a Loan Party and transactions solely between or among Subsidiaries
that are not Loan Parties, in each case, not involving any other Affiliate;


 


(c)

          any Investment permitted by Sections 6.04(f), (g), (h), or (t);


 


(d)

         any Indebtedness permitted under clause (c) of Section 6.01;


 


(e)
          any Restricted Payment and payment of Subordinated Indebtedness permitted by Section 6.06;


 


(f)

          loans or advances to employees permitted under Section 6.04(e) or 6.04(i);


 


(g)
         the
payment of reasonable fees and expense reimbursements to directors of the Borrower or any Subsidiary who are not employees of
such Borrower or any Subsidiary, and compensation, bonuses and severance and employee benefit arrangements paid to, and indemnities
provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business;


 


(h)

         customary employment and consulting agreements entered into the ordinary course of


business;


 


(i)
          any
issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
agreements, stock options and stock ownership plans approved by a Borrower’s board of directors;


 


(j)
          intercompany
transactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel
to other locations within the Borrower’s consolidated group on a temporary basis and (C) provision, purchase or lease of
services, operational support, assets, equipment, data, information and technology, that, in the case of any such intercompany
transaction referred to in this clause (j), are subject to reasonable reimbursement or cost-sharing arrangements (as determined
in good faith by the Borrower), which reimbursement or cost sharing arrangements may be effected through transfers of cash or
other assets or through book-entry credits or debits made on the ledgers of each involved Subsidiary (provided that any
such intercompany transaction is either (1) entered into in the ordinary course of business or (2) otherwise entered into pursuant
to the reasonable requirements of the business of the Borrower and the Subsidiaries);


 


(k)
         any transaction involving consideration or value of less than the greater of (x) $1,000,000 and (y) 2% of Consolidated
EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available; provided, however,
that this Section 6.07 shall not limit the operation or effect of, or any payments under, (i) any license entered into in
the ordinary course of business on customary terms between Loan Parties or (ii) any agreement with respect to any joint
venture to which Borrower or any Subsidiary is a party entered into in connection with, or reasonably related to, its lines
of business (provided that such agreement is approved by Borrower’s board of directors); and



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(l)
           transactions
pursuant to transfer pricing or shared services agreements, advances with respect to which are permitted by Section 6.04(z).


 


SECTION
6.08     Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon
(a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests
or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or
by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof or to any extension,
renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement
materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets
pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are
to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply
only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions
in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof and (vi) the foregoing shall
not apply to any stockholder agreement, charter, by-laws or other organizational documents of Borrower or any Subsidiary as in
effect on the date hereof and as amended to the extent permitted hereunder, (vii) the foregoing shall not apply to any Permitted
Encumbrances, (viii) clauses (a) and (b) of the foregoing shall not apply to restrictions on pledging joint venture interests
included in customary provisions in joint venture agreements or arrangements and other agreements and other similar agreements
applicable to joint ventures and (ix) the foregoing shall not apply to any restrictions or conditions set forth in any agreement
in effect at any time any Person becomes a Subsidiary; provided that such agreement was not entered into in contemplation
of such Person becoming a Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower
or any other Subsidiary.


 


SECTION
6.09       Amendment to Subordinated Indebtedness; Material Documents; Fiscal Year. No Loan Party will, nor will it permit any
Subsidiary to, amend, modify or waive any of its rights under any agreement relating to any Subordinated Indebtedness in a manner
that is in violation of the subordination agreement governing such Subordinated Indebtedness and materially adverse to the Lenders.
The Borrower will not, nor will it permit any Subsidiary to, amend or modify its certificate or articles of incorporation or organization
and bylaws or other organizational or governing documents to the extent such amendment or modification could reasonably be expected
to increase the Restricted Payments permitted by Section 6.06(a)(ix) or otherwise have a Material Adverse Effect. The Borrower
and its Subsidiaries shall not change their December 31 fiscal year end without the prior written consent of the Required Lenders.


 


SECTION
6.10       Consolidated Total Net Leverage Ratio. The Borrower will not permit the Consolidated Total Net Leverage Ratio as of
the last day of any Reference Period commencing with the fiscal quarter ending June 30, 2020 to be greater than 3.50 to 1.00.


 


SECTION
6.11       Sale and Leaseback Transaction. No Loan Party will, nor will it permit any Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale
of any fixed or capital assets by the Borrower or any Subsidiary that is made for cash consideration in an amount not less
than the fair value of such fixed or capital asset and is consummated within one hundred eighty (180) days after such
Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.



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SECTION
6.12       Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose
of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity
Interest in such Subsidiary (other than to the Borrower or another Subsidiary or otherwise in compliance with Section 6.04),
except:


 


(a)
         (i)
sales, transfers and dispositions of inventory, obsolete, damaged or worn-out equipment, and other obsolete, damaged, worn-out,
used or surplus assets or other property no longer used or useful in the business, no longer economically practical or commercially
desirable to maintain, (ii) inventory and goods held for sale or other immaterial assets, (iii) accounts in the ordinary course
of business for collection, and (iv) cash and Cash Equivalents;


 


(b)
        sales,
transfers and dispositions of assets to the Borrower or any Subsidiary; provided that (x) any such sales, transfers or
dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07 and (y) at least
75% of the consideration received by a Loan Party from a Subsidiary that not a Loan Party shall be in the form of cash or Cash
Equivalents;


 


(c)
         sales,
transfers and dispositions of accounts receivable made only to the account debtors obligated therefor (excluding sales or dispositions
in a factoring arrangement) in connection with the compromise, settlement or collection thereof;


 


(d)

         sales, transfers and dispositions of Cash Equivalents in the ordinary course of business;


 


(e)

         sale and leaseback transactions permitted by Section 6.11;


 


(f)
         dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of the Borrower or any Subsidiary;


 


(g)

         transfers of cash in the ordinary course of business for equivalent value;


 


(h)
         dispositions
of non-core assets acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder in an aggregate amount not to
exceed 20% of the total consideration of the total assets acquired in such Permitted Acquisition or other Investment;


 


(i)
           licenses
of patents, trademarks, copyrights, trade secrets and other intellectual property rights granted by Borrower or its Subsidiaries
in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Borrower or
such Subsidiary and leases, subleases, licenses or sublicenses of any real or personal property;


 


(j)
           sales,
transfers and other dispositions of assets for fair value (as reasonably determined by the Borrower in good faith) that are not
permitted by any other clause of this Section 6.12; provided that (x) the aggregate fair market value of all assets sold,
transferred or otherwise disposed of in reliance upon this clause (j) shall not exceed at the time of such disposition
an amount equal to 10% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial
Statements are available, during the term of this Agreement and (y) at least 75% of the consideration received shall be in the
form of cash or Cash Equivalents;


 


(k)
         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;



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(l)
           Liens
permitted by Section 6.02 (other than Section 6.02(o)), Investments permitted by Section 6.04 (other than Section 6.04(s)) and
Restricted Payments permitted by Section 6.06; and


 


(m)
         dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;


 


(n)

         sales, transfers and dispositions, terminations or unwinding of any Swap Agreement;


 


(o)
         the
abandonment, lapse, expiration or other disposition of intellectual property, whether now or hereafter owned or licensed or acquired
in connection with an Acquisition or other permitted Investment that is, in the reasonable business judgment of the Borrower,
no longer material or useful in or to the business of the Borrower and its Subsidiaries;


 


(p)
          sales
or dispositions of Equity Interests of any Subsidiary (a) prior to the time such Subsidiary becomes a wholly-owned Subsidiary,
in each case pursuant to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or any
similar plans or exercise of warrants, options or other convertible into or exchangeable for the Equity Interests of such Subsidiary,
so long as such rights, warrants, options or other securities were not entered into or issued in connection with or in contemplation
of such person becoming a Subsidiary, or (b) in order to qualify members of the governing body of such Subsidiary if required
by applicable law;


 


(q)
          samples,
including time-limited evaluation software, provided to customers or prospective customers;


 


(r)

          de minimis amounts of equipment provided to employees;


 


(s)
          the
Borrower and any Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests, (ii) transfer any intercompany
Indebtedness to the Borrower or any Subsidiary, (iii) settle, discount, write off, forgive or cancel any intercompany Indebtedness
or other obligation owing by the Borrower or any Subsidiary, (iv) settle, discount, write off, forgive or cancel any Indebtedness
owing by any present or former consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their
successors or assigns or (v) surrender or waive contractual rights and settle or waive contractual or litigation claims; and


 


(t)
          any
grant of an option to purchase, lease or acquire property, so long as the disposition resulting from the exercise of such option
would otherwise be permitted hereunder.


 


ARTICLE
VII.


Events
of Default


 


If
any of the following events (“Events of Default”) shall occur:


 


(a)     
    the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any
LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;


 


(b)
         the
Borrower or any other Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount
referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;


 


(c)
         any
representation or warranty made or deemed made by any Loan Party in this Agreement or any other Loan Document shall prove to
have been incorrect in any material respect (or in any respect if such representation or warranty is already qualified by
concepts of materiality) when made or deemed made;



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(d)
         any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (solely with
respect to legal existence of the Loan Parties) or 5.08 or in Article VI of this Agreement or Article IV of the Security Agreement;


 


(e)
         any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or in any other Loan
Document (other than those which constitute a default under another Section of this Article), and such failure shall continue
unremedied for a period of (i) in the case of any such failure in respect of Section 5.01(a) through (d), 5.02 (other than 5.02(a)),
5.04 or 5.09, five (5) Business Days and (ii) in the case of any such failure in respect of any other provision, thirty (30) days
after the earlier of any Loan Party’s knowledge of such breach or written notice thereof from the Administrative Agent (which
notice will be given at the request of any Lender);


 


(f)
          any
Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace period;


 


(g)
         any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) 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;


 


(h)
         an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or
decree approving or ordering any of the foregoing shall be entered;


 


(i)
          the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)
          the
Borrower or any Subsidiary shall become unable, admit in writing its inability to, or publicly declare its intention not to, or
fail generally to pay its debts as they become due;


 


(k)
         one
or more final, non-appealable judgments for the payment of money in an aggregate amount in excess of the Threshold Amount,
the payment of which is not fully covered by insurance in excess of any deductibles or which is not otherwise covered by an
indemnification in favor of the Borrower or its Subsidiaries, as applicable, shall be rendered against the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;



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(l)
           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, would reasonably be expected to result in a Material Adverse Effect;


 


(m)

         a Change in Control shall occur;


 


(n)         except
as permitted by the terms of this Agreement, the Loan Guaranty shall fail to remain in full force or effect or any action shall
be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Guarantor shall fail to comply
with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Guarantor shall deny that it has any further
liability under the Loan Guaranty to which it is a party, or shall give notice to such effect, including any notice of termination
delivered pursuant to Section 10.08;


 


(o)
         except
as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid
security interest in any material portion of the Collateral, taken as a whole, as required by this Agreement or any Collateral
Document, or (ii) any Lien on any material portion of the Collateral, taken as a whole, securing any Secured Obligation shall
cease to be a perfected, first priority Lien; or


 


(p)
         any
material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or as a result of the termination of the Commitments and the payment in full of principal and
interest on each Loan and all fees of the Loan Parties thereunder, shall cease to be in full force and effect; or any Loan Party
or any other Person shall contest in any manner the validity or enforceability of any Loan Document; or any Loan Party shall purport
to revoke, terminate or rescind any Loan Document;


 


then,
and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and
at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate
the Commitments (including the Issuing Bank Sublimit), and thereupon the Commitments shall terminate immediately, (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued but unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower, and (iii) require that the Borrower provide cash collateral for the LC Exposure in accordance
with Section 2.06(j) hereof; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article,
the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure,
together with accrued but unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in
clause (iii) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default,
the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the
Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.


 


In
addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, if any
Event of Default has occurred and is continuing, the Administrative Agent on behalf of the Lenders may exercise all rights
and remedies of a secured party under the New York Uniform Commercial Code or any other applicable law. Without limiting the
generality of the foregoing, if any Event of Default has occurred and is continuing, the Administrative Agent, without demand
of performance or other demand, presentment, protest, advertisement or notice of any kind (except for any notice of default
to the extent expressly required under the Loan Documents and/or any notice required by law referred to below) to or upon any
Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may
in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or
consent to the use by the Loan Party of any cash collateral arising in respect of the Collateral on such terms as the
Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or
otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without
assumption of any credit risk. With respect to any public or private sales referred to in the preceding sentence, the
Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in any Loan Party, which right or equity is hereby waived and released. Each Loan Party further agrees,
at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at
places which the Administrative Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere. The
Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of
any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent and the
Lenders hereunder, including reasonable attorneys’ fees and disbursements to the extent payable hereunder, to the
payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the
Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any
other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative
Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, each Loan Party waives
all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by
them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.



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ARTICLE
VIII.


The
Administrative Agent


 


SECTION
8.01       Authorization and Action.


 


(a)
          Each
Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement
and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender
and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise
such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other
than within the U.S., each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney
to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing
Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent
to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is
a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.


 


(b)
          As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the
Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to
refrain from acting upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, pursuant to the terms in the Loan Documents) (and, if such written instruction is given, shall be
fully protected in so acting or refraining from acting in the absence of gross negligence or willful misconduct on the part
of the Administrative Agent), and, unless and until revoked in writing, such instructions shall be binding upon each Lender
and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any
action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent
receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with
respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any
action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or
reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting
Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further,
that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such
instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrower, any other Loan Party, any Subsidiary or any Affiliate of
any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its
Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.



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(c)
          In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance
of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the
foregoing:


 


(i)
           the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship
as the agent, fiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation
other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default
has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty
or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a
matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties);
additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach
of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and


 


(ii)
          nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit
element of any sum received by the Administrative Agent for its own account;


 


(d)
         The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct
in the selection of such sub-agent.


 


(e)         The
Lead Arranger shall have no obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document
and shall incur no liability hereunder to the Lenders or thereunder in such capacity, but all such persons shall have the benefit
of the indemnities provided for hereunder.



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(f)
          In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the
principal of any Loan or any reimbursement obligation 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 (but not obligated) by intervention in such proceeding or otherwise:


 


(i)
          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Secured 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, the Issuing Banks and the Administrative Agent (including any claim under Sections
2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 


(ii)
          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby
authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks
or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent,
under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender 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 to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.


 


(g)
          The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except
solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article,
none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary
under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits
of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions
of this Article.


 


SECTION
8.02       Administrative Agent’s Reliance, Indemnification, Etc.


 


(a)
          Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it
under or in connection with this Agreement or the other Loan Documents (x) with the consent of 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 to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross
negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction
by a final and nonappealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection
with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)          The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating
that it is a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender or an Issuing
Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the
sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument
or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that
expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent, or
(vi) the creation, perfection or priority of Liens on the Collateral.
Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any
loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any
determination of the outstanding Loans, any of the component amounts thereof or any portion thereof attributable to each
Lender or Issuing Bank.



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(c)          Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be
responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party
in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent
shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan
or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect
of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which
writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made
to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party
or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).


 


SECTION
8.03       Posting of Communications.


 


(a)          The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders
and the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b)          Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies
implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password
authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user
may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the
Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that
the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added
to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each
of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of the Communications through the Approved
Electronic Platform and understands and assumes the risks of such distribution.


 


(c)
         THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS
IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.
IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE
PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR
DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.



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


 


(d)      
   Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that
Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications
to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent
in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing
Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that
the foregoing notice may be sent to such email address.


 


(e)     
    Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may,
but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved
Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures
and policies.


 


(f)    
     Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to
give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan
Document.


 


SECTION
8.04       The Administrative Agent Individually. With respect to its Commitment, Loans, Issuing Bank Sublimit and Letters of
Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is
subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as
the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar
terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a
Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its
Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate
of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor
to the Lenders or the Issuing Banks.


 


SECTION
8.05       Successor Administrative Agent.


 


(a)    
     The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to
the Lenders, the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any
such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative
Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such
appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld
and shall not be required while an Event of Default under Section 7,01(a), (b), (h) or (i) has occurred and is continuing).
Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent in accordance with the
terms hereunder, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers,
privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a
successor Administrative Agent in accordance with the terms hereunder, the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take
such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent
under the Loan Documents.



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(b)    
    Notwithstanding paragraph (a) of this Section, in the event that no such successor Administrative Agent
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the
effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness
of such resignation stated in such notice, the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative agent, meeting the qualifications set forth above (including the consent of the
Borrower); provided that if such Administrative Agent shall notify the Borrower and the Lenders that no qualifying
Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in
accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring
Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the
Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in
the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each
case until such time as a successor Administrative Agent is appointed by the terms hereunder and accepts such appointment in
accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or
obligation to take any further action under any Collateral Document, including any action required to maintain the perfection
of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made
hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the
Administrative Agent shall be made directly to such Person (it being understood that the fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor) and (B) all notices and other communications required or contemplated to be given or made to the
Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the
Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and
Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document,
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above.


 


SECTION
8.06       Acknowledgements of Lenders and Issuing Banks.


 


(a)    
    Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary
course of its business and that it has, independently and without reliance upon the Administrative Agent, the Lead Arranger
or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make,
acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent, the Lead Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based
on such documents and information (which may contain material, non-public information within the meaning of the U.S.
securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.



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(b)    
    Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its
signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender
hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other
document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the
Effective Date or the effective date of any such Assignment and Assumption or any other Loan document pursuant to which it
shall have become a Lender hereunder.


 


SECTION
8.07       Collateral Matters.


 


(a)    
    Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect
to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right
individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being
understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the
Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the
Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured
party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral
security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a
Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.


 


(b)  
      In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of
Banking Services the obligations under which constitute Banking Services Obligations and no Swap Agreement the obligations
under which constitute Swap Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is
a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan
Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such
arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the
Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by
the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)    
    The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of
any Lien on such property that is permitted by Section 6.02(a). The Administrative Agent shall not be responsible for or have
a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the
Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate
prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the
Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


SECTION
8.08       Credit Bidding. 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 by 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, or (b) at any other sale,
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
by the Administrative Agent at the direction of the Required Lenders 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 shall 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) for the asset or assets so purchased (or for the equity interests or debt instruments
of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid,
(i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit
bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations
which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or
vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized 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, and the governing documents shall provide for, control by
the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of
the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and
without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement),
(iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the
Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity,
partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments
issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further
action, and (v) 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 Obligations credit bid by the acquisition
vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original
interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of
such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take
any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to
the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents
and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive
interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in
connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation
of the transactions contemplated by such credit bid.



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SECTION
8.09       Certain ERISA Matters.


 


(a)     
    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, and the Lead Arranger 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” (within the meaning of the Plan Asset Regulations) 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, and
the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,


 


(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



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(iv)        such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)         In
addition, unless 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 (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a
Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent,
the Lead Arranger 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 none of the Administrative Agent, or the Lead Arranger or any of their respective Affiliates is
a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or
exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto
or thereto).


 


(c)    
     The Administrative Agent and the Lead Arranger hereby informs the Lenders that each such Person is not
undertaking to provide 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, this Agreement and any other Loan Documents (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
8.10      Flood Laws. JPMorgan has adopted internal policies and procedures that address requirements
placed on federally regulated lenders under Flood Laws. JPMorgan, as administrative agent or collateral agent on a syndicated
facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents
that it receives in connection with the Flood Laws. However, JPMorgan reminds each Lender and Participant in the facility that,
pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible
for assuring its own compliance with the flood insurance requirements.


 


ARTICLE
IX.


Miscellaneous


 


SECTION
9.01       Notices.


 


(a)   
      Except in the case of notices and other communications expressly permitted to be given by telephone
(and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, fax or other
electronic communication, as follows:


 


		(i)	if
                                         to any Loan Party, to it in care of the Borrower at:



 


Alclear
Holdings, LLC 

65 East 55th Street


New
York, NY 10022


Attention:
General Counsel


Telephone
No.:


E-mail:



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		(ii)	with
                                         a copy to:



 


Goodwin
Procter LLP 

100 Northern Avenue 

Boston, MA 02110 

Attention: Anna Dodson 

Telephone No.: (617) 570-1164


E-mail:
ADodson@goodwinlaw.com


 


(iii)          if
to the Administrative Agent, or JPMorgan in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A. at:


 


JPMorgan
Chase Bank, N.A.


Middle
Market Servicing


10
South Dearborn, Floor L2


Suite
IL1-1145


Chicago,
IL 60603-2300


Email:


 


with
a copy to:


 


JPMorgan
Chase Bank, N.A.


270 Park
Avenue, 42nd Floor 

New York, NY 10017 

Attention:


Email:


 


(iv)   
      if to any other Lender or Issuing Bank, to it at its address (or telecopy number or e-mail address)
set forth in its Administrative Questionnaire.


 


All
such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail
shall be deemed to have been given when received, (ii) sent by fax shall be deemed to have been given when sent, provided
that if not given during normal business hours for the recipient, such notice or communication shall be deemed to have been given
at the opening of business on the next Business Day of the recipient, or (iii) delivered through Electronic Systems or Approved
Electronic Platforms, as applicable, to the extent provided in paragraph (b) below shall be effective as provided in such paragraph.


 


(b)     
   Notices and other communications to the Lenders hereunder may be delivered or furnished by using Electronic
Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Default certificates
delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of
the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and
other communications to it hereunder by using Electronic Systems or Approved Electronic Platforms, as applicable, pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) 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 not given during the normal business hours of the recipient, such notice or communication
shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) 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 (i), of notification that such notice or communication is available and
identifying the website address therefor; provided further that, for both clauses (i) and (ii) above, if such notice, e-mail
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 Business Day of the recipient.



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(c)    
    Any party hereto may change its address or telecopy number or e-mail address for notices and other
communications hereunder by notice to the other parties hereto.


 


SECTION
9.02       Waivers; Amendments.


 


(a)    
    No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the
Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of
such Default at the time.


 


(b)   
     Subject to Section 2.14(c) and (d) and Section 9.02(e) below, neither this Agreement nor any other
Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent
with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any
Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender) (it being
understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment
shall not constitute an increase of any Commitment), (ii) reduce or forgive the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the
written consent of each Lender directly and adversely affected thereby (including any such Lender that is a Defaulting
Lender); provided, however, that only the consent of the Required Lenders shall be necessary to amend the provisions
with respect to the application or amount of the default rate described in Section 2.13(c) or waive any obligation of the
Borrower to pay interest or fees at such default rate and with respect to amendments to any financial covenant ratios or
related definitions, the impact of which may reduce interest, (iii) postpone any scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any date for payment of any interest thereon, or any fees or other Obligations
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender directly and adversely affected thereby (including any such Lender
that is a Defaulting Lender), (iv) change Section 2.09(b) or 2.18(b) or (d) in a manner that would alter the ratable
reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each
Lender, (v) release the Borrower from its Obligations without the written consent of each Lender, (vi) change any of the
provisions of this Section 9.02 or the definition of “Required Lenders” or, except as provided in the following
clause (viii), any other provision of any Loan Document specifying the number or percentage of Lenders required to waive,
amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent
of each Lender, (vii) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (viii)
[intentionally omitted], (ix) [intentionally omitted], (x) release all or substantially all of the Guarantors from their
obligations under the Loan Guaranty, without the written consent of each Lender (other than any Defaulting Lender) (except as
otherwise expressly provided for herein), or (xi) except as provided in paragraph (d) of this Section 9.02, release all or
substantially all of the Collateral (except as otherwise expressly provided for herein), without the written consent of each
Lender (other than any Defaulting Lender); provided further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of
the Administrative Agent or the Issuing Bank, as the case may be (it being understood that any change to Section 2.20 shall
require the consent of the Administrative Agent and the Issuing Bank); provided further, that no such agreement shall
amend or modify the provisions of Section 2.06 or any letter of credit application and any bilateral agreement between the
Borrower and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and
obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior
written consent of the Borrower, the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may
also amend Schedule 2.01 to reflect assignments entered into pursuant to Section 9.04.



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(c)
        [Intentionally Omitted].


 


(d)        If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower,
the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations
due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections
2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and
Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating
an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and
such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such
assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following
the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary
to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without
recourse to or warranty by the parties thereto.


 


(e)        If
the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other
defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be
permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other
defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.


 


(f)        The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole
discretion, to release any Liens granted to or held by the Administrative Agent upon any Collateral (i) upon the termination
of all the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than (A) contingent
obligations and (B) Swap Agreement Obligations and Banking Services Obligations as to which arrangements satisfactory to the
applicable counterparty have been made), and the expiration or termination of all Letters of Credit (other than Letters of
Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been made), (ii)
constituting property being sold or disposed of if the sale or disposition is made in compliance with the terms of this
Agreement, (iii) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or been
terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such
Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII,
(v) as otherwise permitted by, but only in accordance with, the terms of any Loan Document, or (vi) if approved, authorized
or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders
hereunder. At any time that a Loan Party desires that the Administrative Agent take any action to acknowledge or confirm any
release of Collateral pursuant to clauses (ii), (iii) or (v) of the preceding sentence, such Loan Party shall, upon the
Administrative Agent’s request, deliver to the Administrative Agent a certificate signed by a Responsible Officer of
such Loan Party (or the Borrower on behalf of such Loan Party) certifying as to such matter relating to such release as the
Administrative Agent may reasonably request. Upon request by the Administrative Agent at any time, the Lenders will
confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant
hereto. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other
than those expressly being released) upon (or obligations 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.



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SECTION
9.03       Expenses; Indemnity; Damage Waiver.


 


(a)        The
Loan Parties, jointly and severally, shall pay or promptly reimburse (i) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent, Lead Arranger and their respective Affiliates (limited, in the case of legal costs, to the
reasonable and documented fees, disbursements and other charges of one primary counsel for the Administrative Agent and Lead Arranger
collectively (including one reasonably necessary local counsel in each material jurisdiction for the Administrative Agent and
Lead Arranger collectively)), in connection with the syndication, distribution (including, without limitation, via the internet
or through an Electronic System or Approved Electronic Platform), preparation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated) of the credit facilities provided for herein, (ii)
all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender (limited in the case of legal costs, to the reasonable
and documented fees, disbursements and other charges a of one primary counsel to all such persons, collectively, one reasonably
necessary local counsel in each material jurisdiction, to all such persons, collectively, and additional counsel in each relevant
jurisdiction (to be shared by similarly situated persons) in light of conflicts of interest for the Administrative Agent, the
Issuing Bank or any Lender) during the existence of an Event of Default, in connection with the enforcement, collection or protection
of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.03, or
in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
the existence of an Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit.


 


(b)        Each
of the Loan Parties, jointly and severally, shall indemnify the Administrative Agent, Lead Arranger, the Issuing Bank and
each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes,
liabilities and related reasonable and documented out-of-pocket expenses (limited in the case of legal costs, to the
reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to all such persons,
collectively, one reasonably necessary local counsel in each material jurisdiction to all such persons, collectively, and
additional counsel in each relevant jurisdiction (to be shared by similarly situated persons) in light of conflicts of
interest for any Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder
or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or
the use of the proceeds therefrom (including any refusal by the 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), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by
a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary or (iv) any
actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing, whether
or not such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower or any other Loan Party or
their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent (a) that such losses, claims, damages, penalties, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence, or willful misconduct of such Indemnitee or material breach of such Indemnitee’s obligations
hereunder or under any other Loan Document or (b) any dispute solely among the
Indemnitee that does not involve an act or omission of the Borrower or any of its Affiliates (other than any claims against
an Indemnitee in its capacity as an administrative agent or arranger or any similar role under the Loan Documents). This
Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties,
liabilities or expenses arising from any non-Tax claim.



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(c)        Each
Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of this Section 9.03
to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent
Indemnitee”) (to the extent not reimbursed by the Loan Parties and without limiting the obligation of any Loan Party
to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought
under this Section 9.03 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and
the Loans shall have been Paid in Full, ratably in accordance with such Applicable Percentage immediately prior to such date),
from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements
of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted
against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from
such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section 9.03 shall survive the termination
of this Agreement and the Payment in Full.


 


(d)        To
the extent permitted by applicable law, (i) the no Loan Party shall assert, and each Loan Party hereby waives, any claim against
any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each
such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of
Credit or the use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve any Loan Party of
any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(e)        All
amounts due under this Section 9.03 shall be payable promptly after written demand therefor.


 


SECTION 9.04       Successors and Assigns.


 


(a)        The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.



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(b)          (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 


(A)       the
Borrower; provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected
thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided
that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund
or, if an Event of Default has occurred and is continuing, any other assignee (other than any Ineligible Institution);


 


(B)
        the Administrative Agent; and


 


(C)
        the Issuing Bank.


 


(ii)
         Assignments shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or 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)
shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided
that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)    
    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;


 


(C)   
     the parties to each assignment shall execute and deliver to the Administrative Agent (x) an
Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by
reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment
and Assumption are participants, together with a processing and recordation fee of $3,500; and


 


(D)    
    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may
contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will
be made available and who may receive such information in accordance with the assignee’s compliance procedures and
applicable laws, including Federal and state securities laws.


 


For
the purposes of this Section 9.04(b), the term “Approved Fund” and “Ineligible Institution”
have the following meanings:


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible
Institution” means a (a) natural person, (b) company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person or relative(s) thereof; provided that, such company, investment vehicle
or trust shall not constitute an Ineligible Institution if it (i) has not been established for the primary purpose
of acquiring any Loans or Commitments, (ii) is managed by a professional advisor, who is not such natural person or a
relative thereof, having significant experience in the business of making or purchasing commercial loans, and (iii) has
assets greater than $25,000,000 and a significant part of its activities consist of making commercial revolving loans and
similar revolving extensions of credit in the ordinary course of its business, (c) a Defaulting Lender or its Lender Parent,
(d) the Borrower or any of its Subsidiaries or other Affiliates or (e) any Competitors or Competitor Controllers of the
Borrower identified by the Borrower in writing to the Administrative Agent.



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(iii)    
     Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and
after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto 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 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 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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
paragraph (c) of this Section 9.04.


 


(iv)         The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank 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, the Issuing Bank and any
Lender, in each case at any reasonable time and from time to time upon reasonable prior notice.


 


(v)         Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section
9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to
be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall
have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.


 


(c)        Any
Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Bank, sell
participations to one or more banks or other entities (a “Participant”), other than an Ineligible
Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitment and the 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; and (C) the Borrower, the Administrative Agent, the Issuing Bank 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement 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, modification or waiver described in the
first proviso to Section 9.02(b) that directly or adversely affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations
therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section
2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 9.04; provided that such Participant (A) agrees to be
subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section 9.04; and (B) shall
not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than
its participating Lender would have been entitled to receive, except to the extent such greater entitlement results from a
Change in Law after the Participant acquired the applicable participation.



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(d)        Each
Lender that sells a participation agrees to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no
Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment,
Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(e)        Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.


 


(f)         If
any assignment or participation is made to an Ineligible Institution in violation of this Section 9.04, the Borrower may, at its
sole expense and effort, upon notice to the Ineligible Institution, as the case may be, and the Administrative Agent, (A) terminate
the Commitment of the applicable Ineligible Institution and repay all Obligations (other than Unliquidated Obligations that have
not yet arisen) of the Borrower owing to such Ineligible Institution in connection with such Commitment and/or (B) require such
Ineligible Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section
9.04), all of its interest, rights and obligations under this Agreement and any applicable participation agreement to one or more
Persons (other than an Ineligible Institution) at the lesser of (x) the principal amount thereof and (y) the amount that such
Ineligible Institution paid to acquire such interests, rights and obligations.


 


SECTION
9.05       Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any Loan Document shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect until Payment in Full. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans,
the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan
Document or any provision hereof or thereof.


 


SECTION
9.06       Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)        This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii)
increases or reductions of the Issuing Bank Sublimit of the Issuing Bank constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns.



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(b)        Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means
that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Agreement. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to any document to be signed in connection with this
Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries 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 laws based on the Uniform
Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic
signatures in any form or format without its prior written consent.


 


SECTION
9.07       Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


SECTION
9.08       Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and
each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and
other obligations at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account
of any Loan Party against any and all of the Obligations owing to such Lender or such Issuing Bank or their respective Affiliates,
irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Loan Parties may be contingent or unmatured or are owed to a branch office
or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated
on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x)
all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the
provisions of Section 2.20 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, the Issuing Banks, and the Lenders, and (y) 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, each Issuing Bank and their respective Affiliates
under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such
Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 


SECTION
9.09       Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)        The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in
accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.



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(b)         Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing
law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating
to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated
hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.


 


(c)         Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative
Agent or any of its Related Parties may only) be heard and determined in such state court or, to the extent permitted by 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. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties
in the courts of any jurisdiction.


 


(d)         Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


(e)         Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in
any other manner permitted by law.


 


SECTION
9.10       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, ANY
OTHER LOAN DOCUMENT 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 9.10.


 


SECTION
9.11       Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this
Agreement.


 


SECTION
9.12       Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (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), (b) to the extent requested by any Governmental Authority
(including any self-regulatory authority, such as the National Association of Insurance Commissioners) (provided, that,
unless prohibited by applicable law or court order, the Administrative Agent, applicable Lender or Issuing Bank, as the case
may be, shall notify the Borrower of any request by any Governmental Authority for disclosure of any such nonpublic
Information prior to the disclosure of such Information), (c) to the extent required by any Requirement of Law or by any
subpoena or similar legal process (provided, that the Lender shall notify the Borrower of any such requirement unless
prohibited by applicable law, regulation or court order), (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder (provided that the Borrower shall
be given notice thereof and a reasonable opportunity to seek a protective court order with respect to such Information prior
to such disclosure and any foreclosure, sale or other disposition of any Collateral in connection with the exercise of
remedies under the Collateral Documents, subject to each potential transferee of such Collateral having entered into
customary confidentiality undertakings with respect to such Collateral prior to the disclosure thereof to such Person),
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan
Parties and their obligations, (g) with the consent of the Borrower, (h) to holders of Equity Interests in the Borrower, (i)
to any Person providing a Guarantee of all or any portion of the Secured Obligations, (j) to the extent such Information (x)
becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative
Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower that, to the
knowledge of the Administrative Agent or the applicable Lender, Issuing Bank or Affiliate, is not subject to contractual or
fiduciary confidentiality obligations or (k) on a confidential basis to (x) any rating agency in connection with rating the
Borrower or its Subsidiaries or the credit facilities provided for herein or (y) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities
provided for herein. Notwithstanding anything to the contrary, no such prior notifications required under this Section 9.12
by the Administrative Agent, the Issuing Bank and the Lenders to the Loan Parties shall be required in respect of any
disclosure to bank regulatory authorities having jurisdiction over each of the Administrative Agent, the Issuing Bank and the
Lenders. For the purposes of this Section, “Information” means all information received from the Loan
Parties or from other Persons on their behalf relating to the Loan Parties, their Subsidiaries or their business, other than
any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement provided
by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person
required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


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SECTION
9.13       Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several
and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any
margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained
in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit
to the Borrower in violation of any Requirement of Law.


 


SECTION
9.14       USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “USA Patriot Act”) hereby notifies each Loan Party that pursuant
to the requirements of the 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 to identify each
Loan Party in accordance with the Act.


 


SECTION
9.15       Disclosure. Each Loan Party, each Lender and each Issuing Bank hereby acknowledges and agrees that the Administrative
Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any
of the Loan Parties and their respective Affiliates.


 


SECTION
9.16       Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of
perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with
Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other
than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the
Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such
Collateral to the Administrative Agent (if applicable) or otherwise deal with such Collateral in accordance with the
Administrative Agent’s instructions.



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SECTION
9.17       Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law
(collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section 9.17 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by
such Lender.


 


SECTION
9.18       No Fiduciary Duty, etc.


 


(a)         The
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in
the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions
contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.
The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by
such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges
and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other
matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents,
and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.


 


(b)         The
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together
with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well
as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide
investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers,
equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and
other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial
instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments,
including any voting rights, will be exercised by the holder of the rights, in its sole discretion.


 


(c)         In
addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party
and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to
other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and
otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated
by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of
services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges
that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish
to the Borrower, confidential information obtained from other companies.



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SECTION
9.19       Marketing Consent. The Borrower hereby authorizes JPMorgan and its affiliates, at their respective sole expense, but
with the prior approval by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed), to publish such
tombstones and give such other publicity to this Agreement as each may from time to time determine in its reasonable discretion.
The foregoing authorization shall remain in effect unless the Borrower notifies JPMorgan in writing that such authorization is
revoked.


 


SECTION
9.20      Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document 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:


 


(a)           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


 


(b)
           the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)
a reduction in full or in part or cancellation of any such liability;


 


(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such 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


 


(iii)
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.


 


ARTICLE
X.


LOAN
GUARANTY


 


SECTION
10.01       Guaranty. Each Guarantor (other than those that have delivered a separate Loan Guaranty) hereby agrees that it is
jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably
guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and
at all times thereafter, of the Secured Obligations and all costs and expenses to which the Secured Parties are entitled to reimbursement
under Section 903, including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees and
expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part
of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Guarantor or any other guarantor of all
or any part of the Secured Obligations to the extent reimbursable under Section 9.03 (such costs and expenses, together with the
Secured Obligations, collectively the “Guaranteed Obligations”); provided, however, that
the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security
interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining
any obligations of any Guarantor). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in
whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any
such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign
branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.


 


SECTION
10.02       Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Guarantor waives
any right to require the Administrative Agent, the Issuing Bank or any Lender to sue the Borrower, any Guarantor, any other
guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated
Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed
Obligations.



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SECTION
10.03       No Discharge or Diminishment of Loan Guaranty.


 


(a)        Except
as otherwise provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to
any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations),
including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the
Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of
the Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation
of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against
any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection herewith
or in any unrelated transactions.


 


(b)        The
obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision
of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part
thereof.


 


(c)        Further,
the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative
Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of
the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the
Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations
of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any
of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with
respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise,
in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might
in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor
as a matter of law or equity (other than the Payment in Full of the Guaranteed Obligations).


 


SECTION
10.04       Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based
on or arising out of any defense of the Borrower or any Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of the Borrower, any Guarantor or any other Obligated
Party, other than, in each case, the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing,
each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law,
any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any
Obligated Party, or any other Person. Each Guarantor confirms that it is not a surety under any state law and shall not raise
any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral
held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right
or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Guarantor
under this Loan Guaranty, except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted
by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant
to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor
against any Obligated Party or any security.



    101 


     


    




SECTION
10.05     Rights of Subrogation. No Guarantor will assert any right, claim or cause of action, including,
without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral,
until the Payment in Full of the Secured Obligations.


 


SECTION
10.06        Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including
a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party
in its discretion), each Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated
at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders
are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed
upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the
terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Guarantors forthwith on demand
by the Administrative Agent.


 


SECTION
10.07       Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Loan Guaranty, and agrees that
none of the Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Guarantor of information known
to it regarding those circumstances or risks.


 


SECTION
10.08       Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower
based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Guarantor. Notwithstanding
receipt of any such notice, each Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed
or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and
amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08
shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under Article VII hereof as a result
of any such notice of termination.


 


SECTION
10.09       Taxes. Each payment of the Guaranteed Obligations will be made by each Guarantor without withholding for any Taxes,
unless such withholding is required by law. If any Guarantor determines, in its sole discretion exercised in good faith, that
it is so required to withhold Taxes, then such Guarantor may so withhold and shall timely pay the full amount of withheld Taxes
to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount
payable by such Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable
to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
the amount it would have received had no such withholding been made.


 


SECTION
10.10      Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding
involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any Guarantor under this Loan Guaranty would otherwise be
held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability
under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such
liability shall, without any further action by the Guarantors or the Administrative Agent, the Issuing Bank or any Lender, be
automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or
proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum
Liability”). This Section 10.10 with respect to the Maximum Liability of each Guarantor is intended solely to
preserve the rights of the Administrative Agent, the Issuing Bank and the Lenders to the maximum extent not subject to
avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section 10.10
with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder
shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time
and from time to time exceed the Maximum Liability of each Guarantor without impairing this Loan Guaranty or affecting the
rights and remedies of the Administrative Agent, the Issuing Bank or the Lenders hereunder; provided that nothing in
this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.
Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited
to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act,
Uniform Voidable Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of
any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto
that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Loan Guaranty, any
other agreement or applicable law shall be taken into account.



    102 


     


    


SECTION
10.11        Contribution.


 


(a)        To
the extent that any Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount
which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed
Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount”
(as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each
of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in
cash of the Guarantor Payment, the Payment in Full of the Guaranteed Obligations and the termination of this Agreement, such Guarantor
shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the
amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b)        As
of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable
value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that
is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(c)        This
Section 10.11 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 10.11 is
intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)        The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor
or Guarantors to which such contribution and indemnification is owing.


 


(e)        The
rights of the indemnifying Guarantors against other Guarantors under this Section 10.11 shall be exercisable upon the Payment
in Full of the Guaranteed Obligations and the termination of this Agreement.


 


SECTION
10.12       Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article X is in addition
to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders
under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities
of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such
other liability specifically provides to the contrary.


 


SECTION
10.13       Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of
its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified
ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby
incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise
provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and
effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13
constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.



    103 


     


    


SECTION
10.14        Release of Guarantors.


 


(a)        A
Guarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction
permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary. In connection with any release pursuant
to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to
any Loan Party, at such Loan Party’s sole expense, all documents that such Loan Party shall reasonably request to evidence
such release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the
Administrative Agent.


 


(b)        Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release
any Guarantor from its obligations under the Loan Guaranty if such Guarantor becomes an Excluded Subsidiary.


 


(c)        At
such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable
under the Loan Documents and the other Secured Obligations shall have been Paid in Full, all obligations (other than those
expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate, all without
delivery of any instrument or performance of any act by any Person.


 


(d)        Upon
the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any
Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall
be automatically released.


 


[remainder
of page intentionally left blank; signature pages follow]





    104 


     


    

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized
officers as of the day and year first above written.


 





	 	ALCLEAR HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President
	 	 	 
	 	ALCLEAR, LLC
	 	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President
	 	 	 
	 	SECURE IDENTITY, LLC
	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President
	 	 	 
	 	NOQUE, LLC
	 	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President
	 	 	 
	 	ALCLEAR HEALTHCARE, LLC
	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President
	 	 	 
	 	ALCLEAR PC, LLC
	 	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President
	 	 	 
	 	ALCLARITY, LLC
	 	 
	 	By:	/s/ Kenneth Cornick
	 	Name: 	Kenneth Cornick
	 	Title:	President




 


[Signature
Page – Credit Agreement]



    


     


    


	 	JPMORGAN CHASE BANK, N.A., individually, and as Administrative Agent, a Lender and Issuing Bank
	 	 
	 	By:	/s/ Hormuz Kapadia
	 	 	Name:  Hormuz Kapadia
	 	 	Title:  Authorized Officer



 


[Signature
Page – Credit Agreement]