Exhibit 10.1


 


EXECUTION VERSION


 


 


CREDIT AGREEMENT


 


Dated as of April 1, 2021


 




among


 


EWT HOLDINGS III CORP.


as the Borrower,


 


EWT HOLDINGS II CORP.


as Holdings,


 


JPMorgan
Chase Bank, N.A.

as Administrative Agent and Collateral Agent


 


JPMorgan
Chase Bank, N.A.,


PNC Bank,
National Association,


CITIZENS BANK, N.A. and


BANK OF THE WEST


as L/C Issuers


 


The Other Lenders Party Hereto,


 


JPMorgan
Chase Bank, N.A.,


PNC CAPITAL MARKETS LLC,


CITIZENS BANK, N.A.,


BANK OF THE WEST and


BNP PARIBAS SECURITIES CORP.


as Joint Lead Arrangers and Joint Bookrunners,


 


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,


ROYAL BANK OF CANADA and


BANK OF MONTREAL


as Documentation Agent


 


and


 


ING Capital, LLC


as Sustainability Coordinator


 


 



     


     


    

 


TABLE OF CONTENTS


 


	Section	Page



 




	Article I 

    DEFINITIONS AND ACCOUNTING TERMS
	1.01   Defined
    Terms	1
	1.02   Other
    Interpretive Provisions	73
	1.03   Accounting
    Terms	74
	1.04   Rounding	75
	1.05   References
    to Agreements and Laws	75
	1.06   Times
    of Day	75
	1.07   Timing
    of Payment or Performance	75
	1.08   Currency
    Equivalents Generally; Additional Alternative Currencies	75
	1.09   Letter
    of Credit Amounts	77
	1.10   Pro
    Forma Calculations	77
	1.11   Basket
    Calculations	78
	1.12   Classification
    of Loans and Borrowings	78
	1.13   Divisions	78
	1.14   Interest
    Rates; LIBOR Notification	79
	Article II 

    the COMMITMENTS and Credit Extensions
	2.01   The
    Loans	79
	2.02   Borrowings,
    Conversions and Continuations of Loans	81
	2.03   Letters
    of Credit	84
	2.04   [Reserved]	96
	2.05   Prepayments	96
	2.06   Termination
    or Reduction of Commitments	105
	2.07   Repayment
    of Loans	106
	2.08   Interest	107
	2.09   Fees	108
	2.10   Computation
    of Interest and Fees; Retroactive Adjustments of Applicable Rate	108
	2.11   Evidence
    of Indebtedness	109
	2.12   Payments
    Generally; Administrative Agent’s Clawback	110
	2.13   Sharing
    of Payments	112
	2.14   Incremental
    Facilities	113
	2.15   Cash
    Collateral	118
	2.16   Defaulting
    Lenders	119
	2.17   Alternate
    Rate of Interest.	121
	2.18   Sustainability
    Adjustment	124



 






     


     


    

 


	Article III 

    TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	3.01   Taxes	125
	3.02   Illegality	128
	3.03   Inability
    to Determine Rates	129
	3.04   Increased
    Cost and Reduced Return; Capital Adequacy	129
	3.05   Funding
    Losses	130
	3.06   Matters
    Applicable to All Requests for Compensation	131
	3.07   Replacement
    of Lenders under Certain Circumstances	132
	3.08   Survival	133
	Article IV

    CONDITIONS PRECEDENT TO Credit Extensions
	4.01   Conditions
    to Initial Credit Extension	133
	4.02   Conditions
    to All Credit Extensions	136
	Article V 

    REPRESENTATIONS AND WARRANTIES
	5.01   Existence,
    Qualification and Power; Compliance with Laws	137
	5.02   Authorization;
    No Contravention	137
	5.03   Governmental
    Authorization; Other Consents	138
	5.04   Binding
    Effect	138
	5.05   Financial
    Statements; No Material Adverse Effect.	138
	5.06   Litigation	138
	5.07   No
    Default	139
	5.08   Ownership
    of Property; Liens	139
	5.09   Environmental
    Matters	139
	5.10   Taxes	140
	5.11   ERISA
    Compliance	140
	5.12   Subsidiaries;
    Equity Interests	141
	5.13   Margin
    Regulations; Investment Company Act	141
	5.14   Disclosure	141
	5.15   Compliance
    with Laws	142
	5.16   Intellectual
    Property.	142
	5.17   Solvency	142
	5.18   Labor
    Matters	142
	5.19   Perfection,
    Etc.	143
	5.20   OFAC
    and PATRIOT Act Compliance	143
	5.21   Anti-Corruption
    Compliance	143
	5.22   OFAC	143
	5.23   Designation
    as Senior Debt	143



 






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	Article VI 

    AFFIRMATIVE COVENANTS
	6.01   Financial
    Statements	144
	6.02   Certificates;
    Other Information	145
	6.03   Notices	147
	6.04   Payment
    of Obligations	148
	6.05   Preservation
    of Existence, Etc.	148
	6.06   Maintenance
    of Properties	149
	6.07   Maintenance
    of Insurance	149
	6.08   Compliance
    with Laws	149
	6.09   Books
    and Records	149
	6.10   Inspection
    Rights	149
	6.11   Use
    of Proceeds	150
	6.12   Covenant
    to Guarantee Obligations and Give Security	150
	6.13   Compliance
    with Environmental Laws	152
	6.14   Further
    Assurances, Post Closing Obligations	152
	6.15   Maintenance
    of Ratings	152
	6.16   Conference
    Calls	153
	6.17   ERISA	153
	Article VII 

    NEGATIVE COVENANTS
	7.01   Liens	154
	7.02   Investments	157
	7.03   Indebtedness	161
	7.04   Fundamental
    Changes	163
	7.05   Dispositions	164
	7.06   Restricted
    Payments	166
	7.07   Change
    in Nature of Business	169
	7.08   Transactions
    with Affiliates	169
	7.09   Burdensome
    Agreements	170
	7.10   Use
    of Proceeds	171
	7.11   Maximum
    First Lien Leverage Ratio	171
	7.12   Amendments
    of Organization Documents	171
	7.13   Accounting
    Changes	171
	7.14   Prepayments,
    Etc. of Indebtedness and Modifications of Certain Debt Instruments.	172
	7.15   Holding
    Companies	172
	Article VIII 

    EVENTS OF DEFAULT AND REMEDIES
	8.01   Events
    of Default	173
	8.02   Remedies
    Upon Event of Default	176
	8.03   [Reserved]	176
	8.04   Application
    of Funds	176



 






     iii


     


    

 


	Article IX 

    ADMINISTRATIVE AGENT AND OTHER AGENTS
	9.01   Appointment
    and Authorization of Agents	178
	9.02   Delegation
    of Duties	179
	9.03   Liability
    of Agents	179
	9.04   Reliance
    by Agents	179
	9.05   Notice
    of Default	180
	9.06   Credit
    Decision; Acknowledgements of Lenders	180
	9.07   Indemnification
    of Agents	182
	9.08   Agents
    in their Individual Capacities	182
	9.09   Successor
    Agents	183
	9.10   Administrative
    Agent May File Proofs of Claim	184
	9.11   Collateral
    and Guaranty Matters	185
	9.12   Secured
    Cash Management Agreements and Secured Hedge Agreements	186
	9.13   Other
    Agents; Arranger and Managers	186
	9.14   Appointment
    of Supplemental Administrative Agents	186
	9.15   Withholding
    and Tax Indemnification	187
	9.16   Posting
    of Communications	187
	Article X 

    MISCELLANEOUS
	10.01   Amendments,
    Etc.	189
	10.02   Notices;
    Effectiveness; Electronic Communications	192
	10.03   No
    Waiver; Cumulative Remedies; Enforcement	194
	10.04   Expenses
    and Taxes	195
	10.05   Limitation
    of Liability; Indemnity, Etc.	195
	10.06   Payments
    Set Aside	197
	10.07   Successors
    and Assigns	197
	10.08   Confidentiality	202
	10.09   Setoff	203
	10.10   Interest
    Rate Limitation	203
	10.11   Counterparts	204
	10.12   Integration;
    Effectiveness	205
	10.13   Survival
    of Representations and Warranties	205
	10.14   Severability	205
	10.15   Governing
    Law; Jurisdiction; Etc.	206
	10.16   Waiver
    of Right to Trial by Jury	207
	10.17   Binding
    Effect	207
	10.18   No
    Advisory or Fiduciary Responsibility	207
	10.19   Affiliate
    Activities	208
	10.20   [Reserved]	208
	10.21   USA
    PATRIOT ACT; “Know Your Customer” Checks.	208
	10.22   Judgment
    Currency.	209
	10.23   [Reserved].	209
	10.24   Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions.	209



 






     iv


     


    

 


	10.25   Certain
    ERISA Matters	210
	10.26   Acknowledgement
    Regarding Any Supported QFCs	212


 



     v


     


    

 


SCHEDULES


 


	I	Guarantors
	II	[Reserved]
	III	Immaterial Subsidiaries
	IV	Certain Litigation Matters
	2.01	Commitments and Pro Rata Shares
	5.08(b)	Material Real Property
	5.09	Environmental Matters
	5.11(d)	Pension Plans
	5.12	Subsidiaries and Other Equity Investments
	5.16	Intellectual Property
	5.18	Labor Matters
	6.14	Post-Closing Obligations
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	7.08	Existing Affiliate Transactions
	10.02	Administrative Agent’s Office, Certain Addresses for
    Notices




 


EXHIBITS


 


	Form of
	 	 
	A	Committed Loan Notice
	B 	Sustainability Adjustment Amount Grid
	C-1	Term Note
	C-2	Revolving Credit Note
	D	Compliance Certificate
	E-1	Assignment and Assumption
	E-2	[Reserved]
	E-3	Administrative Questionnaire
	F-1	Holdings Guaranty
	F-2	Subsidiary Guaranty
	G	Security Agreement
	H 	Intellectual Property Security Agreement
	I	[Reserved]
	J	Solvency Certificate
	K 	Discounted Prepayment Option Notice
	L 	Lender Participation Notice
	M 	Discounted Voluntary Prepayment Notice
	N 	U.S. Tax Compliance Certificate
	O	[Reserved]
	P 	Intercompany Note
	Q-1	First Lien/First Lien Intercreditor
    Agreement
	Q-2	First Lien/Second Lien Intercreditor
    Agreement




 







     vi


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT (this
 “Agreement”) is entered into as of April 1, 2021, among EWT Holdings
III Corp., a Delaware corporation (the “Borrower”), EWT Holdings
II Corp., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively,
the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative
Agent and as Collateral Agent and JPMorgan Chase Bank, N.A., PNC BANK, NATIONAL ASSOCIATION,
CITIZENS BANK, N.A. and BANK OF THE WEST, as L/C Issuers.


 


PRELIMINARY
STATEMENTS


 


The Borrower has requested
that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders (a) lend
to the Borrower $475,000,000 in the form of a term loan facility and (b) make available to the Borrower a $350,000,000 revolving credit
facility for the making of revolving loans and the issuance of letters of credit for the account of the Borrower and its Restricted Subsidiaries
(as hereinafter defined), from time to time.


 


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


 


Article
I

DEFINITIONS AND ACCOUNTING TERMS


 


1.01         
Defined Terms. As used in this Agreement (including the preliminary statements above), the following terms shall have the
meanings set forth below:


 


“Acceptable Discount”
has the meaning specified in Section 2.05(a)(iii)(C).


 


“Acceptance Date”
has the meaning specified in Section 2.05(a)(iii)(B).


 


“Accepting Lenders”
has the meaning specified in Section 2.05(c).


 


“Adjusted EURIBOR
Rate” means, with respect to any Eurocurrency Borrowing denominated in Euros for any Interest Period, an interest rate
per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted LIBO
Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, 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 under the Facilities, and any successor
administrative agent.


 


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


 






     


     


    

 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-3 or any other form
approved by the Administrative Agent.


 


“Affected Facility”
has the meaning specified in Section 10.01.


 


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


 


“Affiliate”
means, with respect to any 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. “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.


 


“Agent-Related
Persons” means each Agent, together with its Affiliates, and the officers, directors, employees, partners, members, representatives,
agents, attorneys-in-fact, trustees and advisors of such Persons and Affiliates and their respective successors and assigns.


 


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


 


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


 


“Agreement”
means this Credit Agreement, as amended, supplemented or modified from time to time in accordance with its terms.


 


“Alternative Currency”
means (a) Euro, Sterling, Canadian Dollars, Australian Dollars and Singapore Dollars and (b) subject to the consent of the Administrative
Agent, each L/C Issuer and the Revolving Credit Lenders (each of which consents may be withheld in the Administrative Agent’s,
such L/C Issuer’s or such Revolving Credit Lender’s sole and absolute discretion), any other currency.


 


“Alternative Currency
Sublimit” means an amount equal to (a) with respect to Canadian Dollars, the lesser of the Revolving Credit Commitments
and $20,000,000, (b) with respect to Australian Dollars, the lesser of the Revolving Credit Commitments and $20,000,000, (c) with respect
to Singapore Dollars, the lesser of the Revolving Credit Commitments and $20,000,000 and (d) with respect to any other Alternative Currency
pursuant to clause (b) of the definition thereof, the amount agreed to by the Administrative Agent, each L/C Issuer and the Revolving
Credit Lenders with respect to such Alternative Currency. The Alternative Currency Sublimit is part of, and not in addition to, the Revolving
Credit Commitments.


 


“Applicable Commitment
Fee” means a percentage per annum equal to (a) from the Closing Date until the first Business Day that immediately follows
the date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) in respect of the first full fiscal quarter
ending after the Closing Date, 0.40% per annum, and (b) thereafter, the applicable percentage per annum set forth below, as determined
by reference to the Total Leverage Ratio, as set forth in the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 6.02(a):


 






    2


     


    

 


	Level	Total
    Leverage Ratio	Commitment
    Fee
	I	> 4.00:1:00	0.50%
	II	< 4.00:1:00 but

    > 3.50:1.00
	0.45%
	III	< 3.50:1.00 but

    > 2.50:1.00
	0.40%
	IV	< 2.50:1.00	0.35%


 


Any increase or decrease
in the Applicable Commitment Fee resulting from a change in the Total Leverage Ratio shall become effective as of the third Business
Day immediately following the date the applicable Compliance Certificate is delivered pursuant to Section 6.02(a); provided,
however, that “Pricing Level I” shall apply without regard to the Total Leverage Ratio (x) at any time after the date
on which any annual or quarterly financial statement was required to have been delivered pursuant to Section 6.01(a) or Section
6.01(b) but was not delivered (or the Compliance Certificate related to such financial statements was required to have been delivered
pursuant to Section 6.02(a) but was not delivered), commencing with the first Business Day immediately following such date and
continuing until the first Business Day immediately following the date on which such Compliance Certificate (which includes calculations
of the Total Leverage Ratio) is delivered, or (y) at the election of the Majority Lenders under the Revolving Credit Facility under the
applicable Revolving Tranche at such time, at all times if an Event of Default shall have occurred and be continuing.


 


“Applicable Discount”
has the meaning specified in Section 2.05(a)(iii)(C).


 


“Applicable Rate”
means:


 


(a)              
with respect to the Term Loans, 2.50% per annum for Eurocurrency Rate Loans, and 1.50% per annum for Base Rate Loans;
provided that such Applicable Rate shall decrease to 2.25% per annum for Eurocurrency Rate Loans and 1.25% per annum for Base
Rate Loans during any Ratings Condition Period; and


 


(b)              
with respect to the Revolving Credit Facility, the applicable percentage per annum set forth below, as determined by reference
to the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section
6.02(a); provided, that during any applicable Sustainability Pricing Adjustment Period, the Applicable Rate for Eurocurrency Rate
Loans and Base Rate Loans set forth below shall be increased or decreased by the Sustainability Adjustment Amount (if any) in effect
during such Sustainability Pricing Adjustment Period in an amount not exceed 0.05% in either direction.


 


	Pricing

    Level
	Total
    Leverage Ratio	Applicable
    Rate for Base Rate Loans	Applicable
    Rate for Eurocurrency Rate Loans
	I	> 4.00:1:00	1.75%	2.75%
	II	< 4.00:1:00 but

    > 3.50:1.00
	1.50%	2.50%
	III	< 3.50:1.00 but

    > 2.50:1.00
	1.25%	2.25%
	IV	< 2.50:1.00	1.00%	2.00%


 






    3


     


    

 


Any increase or decrease in
the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the third Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that
 “Pricing Level I” shall apply (x) as of the first Business Day at any time after the date on which a Compliance Certificate
was required to have been delivered but was not delivered (or was delivered but did not contain the calculations of the Total Leverage
Ratio) until the first Business Day immediately following the date on which such Compliance Certificate (which includes calculations
of the Total Leverage Ratio) is delivered and (y) at all times during the existence of an Event of Default. Notwithstanding the foregoing,
the Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate
is required to be delivered pursuant to Section 6.02(a) for the fiscal quarter ending after the Closing Date shall be determined
based upon Level III.


 


Notwithstanding anything to
the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions
of Section 2.10(b).


 


“Applicable Time”
means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely
settlement on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Appropriate Lender”
means, at any time, (a) with respect to any of the Term Facility or the Revolving Credit Facility, a Lender that has a Commitment
with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time and (b) with respect to
the Letter of Credit Sublimit, (i) each L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(b),
the Revolving Credit Lenders.


 


“Approved Electronic
Platform” has the meaning specified in Section 9.16.


 


“Approved Fund”
means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers, advises or manages a Lender.


 


“Arrangers”
means each of the Revolving Arrangers and the Term Loan Arrangers.


 


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


 






    4


     


    

 


“Assignment and
Assumption” means an Assignment and Assumption substantially in the form of Exhibit E-1.


 


“Attributable Indebtedness”
means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP (subject to Section 1.03).


 


“AUD Rate”
means, for any Interest Period, (a) the rate per annum displayed at or about 10:45 a.m. (Sydney, Australia time) on the Reuters
screen page “BBSY” or “BBSW” (or its successor or equivalent page) on the first day of such Interest Period as
the bank bill “settlement” bid rate for bank accepted bills for a term equivalent to such Interest Period, or (b) if (i)
for any reason such rate is not available or (ii) the basis on which such rate is displayed has changed and, in the reasonable opinion
of the Administrative Agent, ceases to reflect the Lenders’ cost of funding to the same extent as on the Closing Date, then the
 “AUD Rate” shall be a rate published by a commercially available source providing “BBSY” or “BBSW”
quotations, as applicable, and reasonably selected by the Administrative Agent.


 


“Australian Dollars”
and “AUD” means the lawful currency of the Commonwealth of Australia.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor
for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used
for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.17(e).


 


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


 


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


 


“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 LIBO
Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the 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 Base Rate is being used as an alternate rate of interest pursuant to Section
2.17 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.17(b)), then
the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the
avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be
1.00% for purposes of this Agreement.


 






    5


     


    

 


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


 


“Baseline ESG Rating”
means the initial environmental, social and governance rating set forth in the Sustainability Proposal.


 


“Benchmark”
means, initially, the Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the Relevant
Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.17.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


(1)              
 


 


(A) in the case of any Loan denominated
in dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B) in the case of any Loan denominated
in Sterling, the sum of (a) Daily Simple SONIA and (b) the related Benchmark Replacement Adjustment,


 


(C) in the case of any Loan denominated
in Euros, the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment;


 


(2)              
 


 


(A) in the case of any Loan denominated
in dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B) in the case of any Loan denominated
in Euros, the sum of (a) Daily Simple ESTR and (b) the related Benchmark Replacement Adjustment,


 


(3)              
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 






    6


     


    

 


provided that, in the
case of clause (1)(A) or (1)(C), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, (x) with
respect to a Loan denominated in dollars, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon
the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date
the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark
Replacement Adjustment, as set forth in clause (1)(A) of this definition (subject to the first proviso above) and (y) with respect to
a Loan denominated in Euros, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence
of a Term ESTR Transition Event, and the delivery of a Term ESTR Notice, on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment,
as set forth in clause (1)(C) of this definition (subject to the first proviso above).


 


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the
Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)              
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth
in the order below that can be determined by the Administrative Agent:


 


(a)       the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)       the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)              
for purposes of clause (3) of the definition of “Benchmark Replacement,” 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 for the applicable Corresponding Tenor 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 such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date 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 such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities;



 


provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 






    7


     


    

 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative
or operational 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 such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).


 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(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 such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark
(or such component thereof);


 


(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;


 


(3)              
in the case of a Term SOFR Transition Event or a Term ESTR Transition Event, as applicable, the date that is thirty (30) days
after the date a Term SOFR Notice or a Term ESTR Notice, as applicable, is provided to the Lenders and the Borrower pursuant to Section
2.17(b); or


 


(4)              
 in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is
provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York Time) on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in
Election from Lenders comprising the Required Lenders.


 






    8


     


    

 


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to
any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)              
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such
Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2)              
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to
provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or


 


(3)              
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof)
are no longer representative.


 


For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).


 


“Benchmark Unavailability
Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or
(2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 2.17 and (y) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17.


 






    9


     


    

 


“Beneficial Owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, except
that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the
Securities and Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities
that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns,” “Beneficially Owned”
and “Beneficial Ownership” have a corresponding meaning.


 


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


 


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


 


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


 


“Board of Directors”
means: (a) with respect to Holdings, the Borrower or any other corporation, the board of directors (or analogous governing body) of the
corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of
directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members
(or analogous governing body) or any controlling committee of managing members thereof; and (d) with respect to any other Person, the
board or committee of such Person serving a similar function.


 


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


 


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


 


“Borrower Notice”
has the meaning specified in the definition of “Real Property Collateral Requirements”.


 


“Borrower Purchasing
Party” means the Borrower and any of its Restricted Subsidiaries.


 


“Borrowing”
means Loans of the same Class and Type made, converted or continued on the same date (and, in the case of Eurocurrency Rate Loans, as
to which a single Interest Period is in effect) and which are denominated in the same currency.


 


“Build Own Operate
Contract” means any contract (as amended, modified or renewed from time to time) pursuant to which any Loan Party builds,
owns and operates equipment (the “Build Own Operate Equipment”) on the property of a third party and such Loan
Party provides related products or services to such third party pursuant to such contract using such equipment.


 






    10


     


    

 


“Build Own Operate
Equipment” has the meaning specified in the definition of “Build Own Operate Contract”.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the jurisdiction where the Administrative Agent’s Office with respect to Obligations denominated in Dollars,
Euros, Sterling or an Alternative Currency is located, which day is a London Banking Day and (a) if such day relates to any interest
rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars
in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect
of any such Eurocurrency Rate Loan, means any London Banking Day, (b) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate
Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means
any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer which utilizes a single shared platform and
which was launched on 19 November 2007 (TARGET 2) payment system (or, if such payment system ceases to be operative, such other payment
system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro,
(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Sterling, any fundings, disbursements,
settlements and payments in Sterling in respect of any such Eurocurrency Rate Loan, or any other dealings in Sterling to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Sterling
are conducted by and between banks in the London interbank market for Sterling, (d) if such date relates to any interest rate settings,
funding, disbursement, settlements and payments in Canadian Dollars, means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s
Office with respect to Obligations denominated in Canadian Dollars is located, (e) if such day relates to any interest rate settings
as to a Eurocurrency Rate Loan denominated in Australian Dollars, any fundings, disbursements, settlements and payments in Australian
Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Australian Dollars to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Australian Dollars are conducted
by and between banks in the London or other applicable offshore interbank market for Australian Dollars and (f) if such day relates to
any interest rate settings as to a Eurocurrency Rate Loan denominated in Singapore Dollars, any fundings, disbursements, settlements
and payments in Singapore Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Singapore Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Singapore
Dollars are conducted by and between banks in the London or other applicable offshore interbank market for Singapore.


 


“Canadian Dollar”
and “CAD” means the lawful currency of Canada.


 






    11


     


    

 


“Capital Expenditures”
means, as of any date for the applicable period then ended, all capital expenditures of the Borrower and its Restricted Subsidiaries
on a consolidated basis for such period, as determined in accordance with GAAP (subject to Section 1.03).


 


“Capitalized Lease”
means any lease that has been or should be, in accordance with GAAP (subject to Section 1.03), recorded as a capitalized lease
(or, to the extent Section 1.03 is applicable, finance leases).


 


“Cash Collateral
Account” means a blocked, non-interest bearing deposit account at JPM or a financial institution selected by the Administrative
Agent, in the name of the Borrower and under the sole dominion and control of the Administrative Agent, and otherwise established in
a manner satisfactory to the Administrative Agent.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, each applicable
L/C Issuer or the Revolving Credit Lenders, as collateral or other credit support for L/C Obligations or obligations of Revolving Credit
Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances or, (b)
if the applicable L/C Issuer benefitting from such collateral shall agree in its sole discretion, other credit support, in each case
pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and
other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:


 


(a)              
direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by,
the government of a member state of the Pre-Expansion European Union, the United States, Switzerland or Canada (including, in each case,
any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant
member state of the Pre-Expansion European Union, the United States, Switzerland or Canada, as the case may be, and which are not callable
or redeemable at the issuer’s option;


 


(b)              
overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits
with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is
organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the Pre-Expansion European
Union or of the United States or any state thereof, Switzerland or Canada; provided that such bank or trust company has capital,
surplus and undivided profits aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof as of the date of such
investment) and whose long-term debt is rated “A-1” or higher by Moody’s or A+ or higher by S&P or the equivalent
rating category of another internationally recognized rating agency;


 






    12


     


    

 


(c)              
 commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within
one year after the date of acquisition;


 


(d)              
marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities)
having a rating of at least P-1 or A-1 from either Moody’s or S&P, respectively (or, if at any time neither of Moody’s
nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected
by the Borrower);


 


(e)              
repurchase obligations with a term of not more than 30 days for underlying Investments of the types described in clauses (a)
and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above;


 


(f)               
Investments, classified in accordance with GAAP (subject to Section 1.03) as Current Assets of the Borrower or any of its
Restricted Subsidiaries, in money market investment programs, which are administered by financial institutions having capital of at least
$250,000,000, and the portfolios of which are limited such that at least 95% of such investments are of the character, quality and maturity
described in clauses (a), through (e) of this definition;


 


(g)              
investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity)
described in clauses (a) through (f) above; and


 


(h)              
(x) Dollars, Euros, Sterling, Alternative Currencies or other currencies in those countries in which the Borrower or any of its
Restricted Subsidiaries transacts business from time to time in the ordinary course of business and (y) investments of comparable tenor
and credit quality to those described in the foregoing clauses (a) through (g) customarily utilized in countries in
which Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary course of business.


 


“Cash Management
Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or
debit card, electronic funds transfer and other cash management arrangements permitted under Article VII that is entered into
by and between the Borrower or any of its Restricted Subsidiaries and any Cash Management Bank.


 


“Cash Management
Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is an Agent, an Arranger, a Lender
or an Affiliate of an Agent, an Arranger or a Lender or (ii) is, as of the Closing Date, an Agent, an Arranger or a Lender or an Affiliate
of an Agent, an Arranger or a Lender and a party to a Cash Management Agreement. For the avoidance of doubt, such Person shall continue
to be a Cash Management Bank with respect to the applicable Cash Management Agreement even if it ceases to be an Agent, an Arranger or
a Lender or an Affiliate of an Agent, an Arranger or a Lender after the date on which it entered into such Cash Management Agreement.


 






    13


     


    

 


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


 


“CDOR”
means, for any Interest Period, the Canadian deposit offered rate equal to the sum of the annual rate of interest determined with reference
to the arithmetic mean of the discount rate quotations of all institutions listed in respect of such Interest Period for Canadian Dollar-denominated
bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” or a comparable or successor
rate, which rate is approved by the Administrative Agent, as published by Reuters (or such other commercially available source providing
such quotations as may be designated by the Administrative Agent from time to time) as of 10:00 a.m. Toronto local time on such day and,
if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00
a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest).


 


“CFC Holdco”
means a Subsidiary (a) that has no material assets other than the equity of one or more Foreign Subsidiaries or (b) that is treated as
a disregarded entity for U.S. federal income tax purposes that holds equity of one or more Foreign Subsidiaries.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation
or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline, standard or directive (whether or
not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i)
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, standards or directives thereunder
or issued in connection therewith and (ii) all requests, rules, guidelines, standards or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the
date enacted, adopted or issued.


 


“Change of Control”
means the occurrence of any of the following:


 


(i)                
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries
taken as a whole or the Borrower and its Subsidiaries taken as a whole to any Person (including any “person” (as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or


 


(ii)             
the adoption of a plan relating to the liquidation or dissolution of Holdings or the Borrower; or


 


(iii)           
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that
any Person (including any “person” as defined in clause (i) above) becomes the Beneficial Owner, directly or indirectly,
of more than 50% of the issued and outstanding Voting Stock of Holdings or the Borrower measured by voting power rather than number of
shares; or


 






    14


     


    

 


(iv)            
Holdings ceases to own, directly or indirectly, 100% of the Equity Interests of the Borrower.


 


“Class”
means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders holding Term Loans, (ii) Lenders having
Revolving Credit Commitments and (iii) Lenders holding an Incremental Term Loan Tranche and (b) with respect to Loans, each of the
following classes of Loans: (i) Term Loans, (ii) Revolving Credit Loans and (iii) Incremental Term Loans of any Incremental Term Loan
Tranche. For the avoidance of doubt, any Loans or Commitments created pursuant to a Permitted Amendment shall constitute a separate Class.


 


“Closing Date”
means the first date on which all of the conditions precedent in Article IV are satisfied or waived in accordance with Article IV.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended (unless otherwise provided herein).


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that
are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit
of the Secured Parties.


 


“Collateral Agent”
means JPM, in its capacity as collateral agent under the Loan Documents, and any successor collateral agent.


 


“Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages and each of the mortgages, collateral
assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements
or other similar agreements delivered to the Administrative Agent, the Collateral Agent and the Lenders on the Closing Date or pursuant
to Section 6.12 or 6.14, and each of the other agreements, instruments or documents entered into by a Loan Party that
creates or purports to create a Lien over all or any part of its assets in respect of the Obligations in favor of the Collateral Agent
for the benefit of the Secured Parties.


 


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may require.


 


“Commitment Fee”
has the meaning specified in Section 2.09(a).


 


“Committed Loan
Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type
to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall
be substantially in the form of Exhibit A.


 






    15


     


    

 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Company Plan”
means a Plan other than a Multiemployer Plan.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D.


 


“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 L/C Issuer by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


“Consolidated Cash
Taxes” means, as of any date for the applicable period ending on such date with respect to the Borrower and its Restricted
Subsidiaries on a consolidated basis, the aggregate of all income, franchise and similar taxes, as determined in accordance with GAAP
(subject to Section 1.03), to the extent the same are payable in cash with respect to such period.


 


“Consolidated Current
Assets” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all assets that, in
accordance with GAAP (subject to Section 1.03), would be classified as current assets on the consolidated balance sheet of such
Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP
(subject to Section 1.03), but excluding any payment of contract-related costs (customarily referred to as costs in excess of
billing), cash, Cash Equivalents and Swap Contracts to the extent that the mark-to-market Swap Termination Value would be reflected as
an asset on the consolidated balance sheet of such Person.


 


“Consolidated Current
Liabilities” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all liabilities
in accordance with GAAP (subject to Section 1.03) that would be classified as current liabilities on the consolidated balance
sheet of such Person, but excluding any advanced payments received for contracts (customarily referred to as billings in excess of costs),
the current portion of Indebtedness (including the Swap Termination Value of any Swap Contracts) to the extent reflected as a liability
on the consolidated balance sheet of such Person.


 


“Consolidated EBITDA”
means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated
basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income
for such period, has been deducted for (other than clause (xix), without duplication),


 


		(i)	total interest expense determined in accordance
                                            with GAAP (subject to Section 1.03) (including, to the extent deducted and not added
                                            back in computing Consolidated Net Income, (a) amortization of original issue discount resulting
                                            from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
                                            fees and charges owed with respect to letters of credit or bankers’ acceptances, (c)
                                            non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments,
                                            if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts
                                            with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance
                                            costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other
                                            financing fees) and, to the extent not reflected in such total interest expense, any losses
                                            on hedging obligations or other derivative instruments entered into for the purpose of hedging
                                            interest rate or currency risk, net of interest income and gains on such hedging obligations,



 






    16


     


    

 








		(ii)	provision for taxes based on income, profits
                                            or capital of the Borrower and its Restricted Subsidiaries, including, without limitation,
                                            federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued
                                            during such period including penalties and interest related to such taxes or arising from
                                            any tax examinations,



 


		(iii)	depreciation and amortization expense
                                            (including amortization of intangible assets),



 


		(iv)	non-cash expenses resulting from any
                                            employee benefit or management compensation plan or the grant of stock appreciation or similar
                                            rights, stock options, restricted stock or other rights or equity incentive programs to employees
                                            of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement
                                            or the treatment of such options under variable plan accounting,



 


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



 


		(vi)	all extraordinary, non-recurring or unusual
                                            losses and charges,



 


		(vii)	costs and expenses in connection with
                                            project ramp-ups, provided that the aggregate amount of add backs made pursuant to
                                            this clause (vii), when added to the aggregate amount of add backs pursuant to clauses
                                            (ix) and (xix) below, shall not exceed an amount equal to 25% of Consolidated
                                            EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the
                                            determination date (without giving effect to any adjustments pursuant to this clause (vii)
                                            or clauses (ix) or (xix) below),



 


		(viii)	cash fees and expenses and employee bonuses
                                            incurred in connection with, or in anticipation of, the Transactions,



 






    17


     


    

 



 


		(ix)	cash restructuring charges or reserves
                                            and business optimization expense, including any restructuring costs and integration costs
                                            incurred in connection with Permitted Acquisitions after the Closing Date, project start-up
                                            costs, costs related to the closure and/or consolidation of facilities, retention charges,
                                            contract termination costs, recruiting, retention, relocation, severance and signing bonuses
                                            and expenses, systems establishment costs, conversion costs and excess pension charges, consulting
                                            fees and any one-time expense relating to enhanced accounting function, or costs associated
                                            with becoming a public company or any other costs (including legal services costs) incurred
                                            in connection with any of the foregoing; provided that the aggregate amount of add
                                            backs made pursuant to this clause (ix), when added to the aggregate amount of
                                            add backs pursuant to clause (vii) above and clause (xix) below, shall
                                            not exceed an amount equal to 25% of Consolidated EBITDA for the period of four consecutive
                                            fiscal quarters most recently ended prior to the determination date (without giving effect
                                            to any adjustments pursuant to this clause (ix), clause (vii) above or
                                            clause (xix) below),



 


		(x)	transaction fees and expenses (including
                                            those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance,
                                            any Equity Issuance, any Disposition, or any Casualty Event, any Securitization Transaction
                                            and any amendments or waivers of the Loan Documents, in each case, whether or not consummated)
                                            and Indebtedness-related fees during such period, including commitment fees, agency fees,
                                            the write-off of deferred financing fees and the payment of any prepayment or redemption
                                            premium in respect of any Indebtedness,



 


		(xi)	any losses (or minus any gains) realized
                                            upon the disposition of property outside of the ordinary course of business,



 


		(xii)	any (x) expenses, charges or losses that
                                            are covered by indemnification or other reimbursement provisions in connection with any permitted
                                            Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition
                                            of assets or (y) expenses, charges or losses with respect to liability or casualty events
                                            or business interruption covered by insurance, in each case to the extent actually reimbursed,
                                            or, so long as the Borrower has made a determination that reasonable evidence exists that
                                            such indemnification or reimbursement will be made, and only to the extent that such amount
                                            is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and
                                            (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction
                                            in the applicable future period for any amount so added back to the extent not so indemnified
                                            or reimbursed within such 365 day period),



 


		(xiii)	losses from the early extinguishment
                                            of Indebtedness during such period or from any Securitization Transaction,



 






    18


     


    

 


		(xiv)	any non-cash purchase accounting adjustment
                                            and any step-ups with respect to re-valuing assets and liabilities in connection with the
                                            Transactions or any Investment permitted under Section 7.02,



 


		(xv)	non-cash losses from Joint Ventures
                                            and non-cash minority interest reductions,



 


		(xvi)	fees and expenses in connection with debt
                                            exchanges or refinancings permitted under Section 7.14,



 


		(xvii)	other expenses of such Person and its
                                            Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item
                                            in such period or any future period,



 


		(xviii)	losses recognized and expenses incurred
                                            in connection with the effect of currency and exchange rate fluctuations on intercompany
                                            balances and other balance sheet items,



 


		(xix)	the amount of net cost savings, operating
                                            expense reductions, other operating improvements and acquisition synergies projected by the
                                            Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis
                                            as though such items had been realized on the first day of such period) as a result of
                                            actions taken or to be taken in connection with the Transactions or any acquisition or disposition
                                            by the Borrower or any Restricted Subsidiary, any operational changes (including, without
                                            limitation, operational changes arising out of the modification of contractual arrangements
                                            (including, without limitation, renegotiation of lease agreements, utilities and logistics
                                            contracts and insurance policies, as well as purchases of leased real properties)) or headcount
                                            reductions, net of the amount of actual benefits realized during such period that are otherwise
                                            included in the calculation of Consolidated EBITDA from such actions, provided that
                                            (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be
                                            delivered to the Administrative Agent together with the Compliance Certificate required to
                                            be delivered pursuant to Section 6.02, certifying that (x) such cost savings,
                                            operating expense reductions and synergies are reasonably expected and factually supportable
                                            as determined in good faith by the Borrower, and (y) such actions are to be taken and the
                                            results with respect thereto are to be achieved within 18 months after the consummation of
                                            the acquisition or disposition, which is expected to result in such cost savings, expense
                                            reductions or synergies, (B) no cost savings, operating expense reductions and synergies
                                            shall be added pursuant to this clause (xix) to the extent duplicative of any
                                            expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma
                                            adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating
                                            expense reductions and synergies are not associated with the Transactions, all steps shall
                                            have been taken for realizing such savings, (D) projected amounts (and not yet realized)
                                            may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix)
                                            to the extent occurring more than four full fiscal quarters after the specified action
                                            taken in order to realize such projected cost savings, operating expense reductions and synergies
                                            and (E) the aggregate amount of add backs made pursuant to this clause (xix),
                                            when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix)
                                            above, shall not exceed an amount equal to 25% of Consolidated EBITDA for the period
                                            of four consecutive fiscal quarters most recently ended prior to the determination date (without
                                            giving effect to any adjustments pursuant to clauses (vii) and (ix) above
                                            or this clause (xix)),



 






    19


     


    

 


		(xx)	any costs or expenses incurred in connection
                                            with the litigation matters disclosed in the Parent’s 10-Q for the quarter ending December
                                            31, 2020 and set forth on Schedule IV (other than any payments in connection with
                                            any settlements related thereto); provided that the aggregate amount added back to pursuant
                                            to this clause (xx) should not exceed $15,000,000, in the aggregate, during the life of this
                                            Agreement; and



 


		(xxi)	restructuring charges or reserves and
                                            business optimization expenses, including restructuring costs and integration costs, costs
                                            related to the closure and/or consolidation of facilities, retention charges, contract termination
                                            costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems
                                            establishment costs, conversion costs and excess pension charges, consulting fees and any
                                            one-time expense relating to enhanced accounting function, and any costs associated with
                                            any of the foregoing, in each case, incurred in connection with the restructuring of the
                                            Municipal Business, minus



 


		(c)	an amount which, in the determination of
                                            Consolidated Net Income, has been included for:



 


(i)             
federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense),


 


(ii)            
non-recurring income or gains from discontinued operations


 


(iii)           
all extraordinary, non-recurring or unusual gains and non-cash income during such period,


 


(iv)           
any gains realized upon the disposition of property outside of the ordinary course of business, and


 


(v)           
the amount of Restricted Payments permitted under Sections 7.06(e)(i), 7.06(e)(ii), 7.06(e)(iii), 7.06(e)(vii)
and 7.06(i) (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense
or other item had been incurred directly by the Borrower, have reduced Consolidated EBITDA determined in accordance with this definition
or (y) such Restricted Payment is paid by the Borrower in respect of an expense or other item that has resulted in, or will result in,
a reduction of Consolidated EBITDA, as calculated pursuant to this definition), plus or minus


 






    20


     


    

 


		(d)	unrealized losses/gains in respect of Swap
                                            Contracts, all as determined in accordance with GAAP (subject to Section 1.03).



 


“Consolidated Funded
First Lien Indebtedness” means Consolidated Funded Indebtedness (A) that is secured by a Lien on any Collateral (other
than Liens permitted under Section 7.01(i)) that is not subordinated to the Liens securing the Obligations or (B) that is Indebtedness
in respect with any Qualified Securitization Transaction; provided that (x) such Consolidated Funded Indebtedness is not subordinated
in right of payment to the Obligations and (y) for purposes of the definition of “Permitted Pari Ratio Debt” and clause
(x)(B) of the second proviso in Section 2.14(a) only, all Incremental First Lien Facilities and all Permitted Pari Ratio Debt
(and any Permitted Refinancing thereof) shall be deemed to be (a) secured by a Lien on the Collateral that is not subordinated to the
Liens securing the Obligations, whether or not so secured and (b) not subordinated in right of payment to the Obligations, whether or
not so subordinated.


 


“Consolidated Funded
Indebtedness” means all Indebtedness of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount
that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (subject to Section
1.03), including Indebtedness in respect with any Qualified Securitization Transaction, but excluding (i) the effects of any discounting
of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition,
(ii) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal
amount thereof, (iii) net obligations under any Swap Contract, (iv) any earn-out obligation until such obligation becomes due and payable,
(v) any deferred compensation arrangements, (vi) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,
or (vii) obligations in respect of letters of credit (including Letters of Credit), bankers’ acceptances, bank Guarantees, surety
bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to
the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall
not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn. The amount of Consolidated
Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed
to be equal to such specified amount or, if less, the fair market value of such identified asset.


 


“Consolidated Funded
Secured Indebtedness” means Consolidated Funded Indebtedness that is secured by a Lien on assets of the Borrower or any
of its Restricted Subsidiaries, provided that (x) such Consolidated Funded Indebtedness is not subordinated in right of payment
to the Obligations and (y) for purposes of the definitions of “Permitted Pari Ratio Debt” and “Permitted Junior Ratio
Debt” and clause (x)(B) of the second proviso in Section 2.14(a) only, all Incremental First Lien Facilities and Permitted
Pari Ratio Debt and Permitted Junior Ratio Debt (and any Permitted Refinancing thereof) shall be deemed to be (a) secured by a Lien on
the assets of the Borrower and its Restricted Subsidiaries, whether or not so secured and (b) not subordinated in right of payment to
the Obligations, whether or not so subordinated.


 






    21


     


    

 


“Consolidated Net
Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted
Subsidiaries on a consolidated basis, net income (excluding, without duplication, (i) extraordinary items, (ii) any amounts attributable
to Investments in any Unrestricted Subsidiary or Joint Venture to the extent that either (x) such amounts have not been distributed
in cash to such Person and its Restricted Subsidiaries during the applicable period, (y) such amounts were not earned by such Unrestricted
Subsidiary or Joint Venture during the applicable period or (z) there exists in respect of any future period any encumbrance or
restriction on the ability of such Unrestricted Subsidiary or Joint Venture to pay dividends or make any other distributions in cash
on the Equity Interests of such Unrestricted Subsidiary or Joint Venture held by such Person and its Restricted Subsidiaries, (iii) the
cumulative effect of foreign currency translations during such period to the extent included in Consolidated Net Income, (iv) the income
(or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated EBITDA on
a Pro Forma Basis), (v) net income of any Restricted Subsidiary (other than a Loan Party) for any period to the extent that, during
such period (or, for purposes of calculating Cumulative Credit, either during such period or in respect of any future period) there exists
any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends or make any other distributions in cash
on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted Subsidiaries, except to the extent that
such net income is distributed in cash during such period to such Person or to a Restricted Subsidiary of such Person that is not itself
subject to any such encumbrance or restriction, (vi) cancellation of Indebtedness income arising out of prepayments made in accordance
with Section 2.05(a)(iii) and (vii) any income (loss) for such period attributable to the early extinguishment of (a) Indebtedness
(including pursuant to any Securitization Transaction), (b) obligations under any Swap Contracts or (c) other derivative instruments),
as determined in accordance with GAAP (subject to Section 1.03).


 


“Consolidated Scheduled
Funded Debt Payments” means, as of any date for the applicable period ending on such date with respect to the Borrower
and its Restricted Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated
Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during
such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments of such Funded
Debt (including as required pursuant to Section 2.05) as determined in accordance with GAAP (subject to Section 1.03)


 


“Consolidated Total
Assets” means, as of any date, (a) the total assets of the Borrower and its consolidated Subsidiaries, determined in accordance
with GAAP (subject to Section 1.03) plus (b) to the extent not included in the foregoing clause (a), the aggregate
net book value of all Receivables transferred to a Securitization Subsidiary or other Person in connection with a Qualified Securitization
Transaction.


 


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


 






    22


     


    

 


“Control”
has the meaning specified in the definition of “Affiliate.”


 


“Covenant Trigger
Amount” means, at any time, an amount equal to 12.5% of the Revolving Credit Facility at such time.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning specified in Section 10.26.


 


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


 


“Cumulative Credit”
means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to:


 


(a)       the
sum of a percentage of Excess Cash Flow for each full fiscal year ended after the Closing Date and prior to such date of determination,
equal to, for each such fiscal year:


 


(i) 50% if, as of
the last day of such fiscal year, the Total Leverage Ratio was greater than or equal to 2.50:1.00,


 


(ii) 75% if, as of
the last day of such fiscal year, the Total Leverage Ratio was less than 2.50:1.00 but greater than or equal to 2.00:1.00 or


 


(iii) 100% if, as
of the last day of such fiscal year, the Total Leverage Ratio was less than 2.00:1.00, plus


 


(b)       the
sum of any Declined Amounts, plus


 


(c)       in
the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(t) (any such
Investment for purposes of this clause (d) being an “Original Investment” and the amount of any
such reduction for purposes of this clause (d) being the “Reduction Amount” in respect of such
Investment) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the acquisition of Equity Interests
of an Unrestricted Subsidiary or the acquisition of any Investments, an amount equal to the lesser of (A) the aggregate amount received
by the Borrower or any Restricted Subsidiary in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any such
Restricted Subsidiary) of any such Equity Interests of an Unrestricted Subsidiary or any such Investments, or (ii) any dividend or other
distribution by any such Unrestricted Subsidiary received in respect of any such Investments, or (iii) interest, returns of principal,
repayments and similar payments by any such Unrestricted Subsidiary or received in respect of any such Investments, and (B) the Reduction
Amount in respect of such Original Investment; plus


 






    23


     


    

 


(d)       in
the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(t) in connection
with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary (any such designation being the “Original Designation”
and the amount of any such reduction for purposes of this clause (e) being the “Reduction Amount”
in respect of such designation), in the event any such Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has
been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or
a Restricted Subsidiary, an amount equal to the lesser of (A) the fair market value of the Investments of the Borrower and the Restricted
Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred
or conveyed, as applicable) and (B) the Reduction Amount in respect of such Original Designation,


 


as such amount may be reduced
from time to time to the extent that all or a portion of Cumulative Credit is applied to make Investments, Restricted Payments or prepayments
of Junior Financing pursuant to Section 7.02(t), 7.06(f)(2) or 7.14(a)(i), respectively.


 


“Currency Equivalent”
means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Euro, Sterling or an Alternative
Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the
Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Euro, Sterling or such Alternative Currency
with Dollars.


 


“Current Assets”
means, with respect to any Person, all assets of such Person that, in accordance with GAAP (subject to Section 1.03), would be
classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after
deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP (subject to Section
1.03).


 


“Daily Simple ESTR”
means, for any day, ESTR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple ESTR” for business loans or conventions that are otherwise used in the United States syndicated lending market for syndicated
loans denominated in Euros; provided that, if the Administrative Agent decides that any such convention is not administratively feasible
for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative
Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 






    24


     


    

 


“Daily Simple SONIA”
means, for any day, SONIA, with the conventions for this rate (which may include a lookback) being established by the Administrative
Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SONIA” for business loans or conventions that are otherwise used in the United States syndicated lending market for syndicated
loans denominated in Sterling; provided that, if the Administrative Agent decides that any such convention is not administratively feasible
for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Debt Issuance”
means the issuance by any Person and its Restricted Subsidiaries of any Indebtedness for borrowed money.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Declined Amounts”
has the meaning specified in Section 2.05(c).


 


“Declining Lender”
has the meaning specified in Section 2.05(c).


 


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


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans under the applicable
Facility plus (c) 2.0% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the Eurocurrency Rate plus the Applicable Rate applicable to such Eurocurrency Rate Loan
under the applicable Facility plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 






    25


     


    

 


“Defaulting Lender”
means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business
Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower
in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which
conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied,
or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including
in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower,
the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan
hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot
be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent, the Borrower or an L/C
Issuer, to confirm in writing to the Administrative Agent, the Borrower or such L/C Issuer that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by the Administrative Agent, the Borrower or such L/C Issuer), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or a Bail-In Action, or (ii) had appointed
for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender; provided, further,
that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official
by a supervisory authority or regulator with respect to a Lender or a Lender’s direct or indirect parent company under the Dutch
Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not result in a Lender being
deemed a Defaulting Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a)
through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.16(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer and each Lender.


 


“Discounted Prepayment
Option Notice” has the meaning specified in Section 2.05(a)(iii)(B).


 


“Discount Range”
has the meaning specified in Section 2.05(a)(iii)(B).


 


“Discounted Voluntary
Prepayment” has the meaning specified in Section 2.05(a)(iii)(A).


 


“Discounted Voluntary
Prepayment Notice” has the meaning specified in Section 2.05(a)(iii)(E).


 


“Disposition”
or “Dispose” means the sale, assignment, transfer, license, lease or other disposition of any property by any
Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith.


 






    26


     


    

 


“Disqualified Equity
Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into
which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligations or otherwise (except as a result
of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset
sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled
payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that
would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Latest Maturity
Date of all Commitments and Loans then in effect; provided that if such Equity Interests are issued pursuant to a plan for the benefit
of employees of Holdings (or any direct or indirect parent thereof) or the Restricted Subsidiaries or by any such plan to such employees,
such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings,
the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Documentation
Agent” means Credit Suisse AG, Cayman Islands Branch, Royal Bank of Canada and Bank of Montreal, as Documentation Agent
under the Loan Documents.


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in Euros, Sterling or any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or
the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of Dollars with Euros, Sterling or such Alternative Currency. In making the determination of the Dollar Equivalent
for purposes of determining the aggregate amount of the available Revolving Credit Commitments, the aggregate amount of the available
Letter of Credit Sublimit on the date of any Credit Extension, the Administrative Agent or the applicable L/C Issuer, as the case may
be, shall use the Spot Rate in effect at the date on which the Borrower requests such Credit Extension pursuant to the provisions of
this Agreement.


 


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


 


“Domestic Subsidiary”
means any Subsidiary of Holdings (other than any CFC Holdco) that is organized under the laws of the United States, any state thereof
or the District of Columbia.


 


“Early Opt-in Election”
means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


		(1)	a notification by the Administrative
                                            Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the
                                            other parties hereto that at least five currently outstanding dollar-denominated syndicated
                                            credit facilities at such time contain (as a result of amendment or as originally executed)
                                            a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark
                                            rate (and such syndicated credit facilities are identified in such notice and are publicly
                                            available for review), and



 



    27


     


    

 





		(2)	the joint election by the Administrative
                                            Agent and the Borrower to trigger a fallback from LIBO Rate and the provision by the Administrative
                                            Agent of written notice of such election to the Lenders.



 


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


 


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


 


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


 


“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 Transmission”
means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made
or communicated by e-mail or E-Fax, or otherwise to or from an Approved Electronic Platform.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 10.07(b)(iii)).


 


“EMU Legislation”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European
currency.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, ordinances,
rules, judgments, orders, decrees or binding judicial or administrative decisions relating to pollution and the protection of the environment
(including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface or subsurface land, plant and
animal life or any other natural resource), and public and worker health and safety, including those related to the generation, use,
handling, storage, transportation, treatment, recycling, labeling, disposal or Environmental Release of, or exposure to, any hazardous
materials.


 






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“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, natural resource damages,
costs of environmental remediation, investigation or monitoring, consulting costs and attorney fees, and fines or penalties) resulting
from or based upon (a) any Environmental Law, including any noncompliance therewith, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) an Environmental Release or threatened
Environmental Release of any Hazardous Materials or (e) any contract, agreement or other binding consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Environmental
Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating,
leaching, dispersal, dumping or disposing into or through the indoor or outdoor environment.


 


“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of
capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for
the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).


 


“Equity Issuance”
means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests
pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities
to equity or (d) any options or warrants relating to its Equity Interests.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated), that together with any Loan Party, is treated as a single employer within
the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 302 of ERISA or Section 412 of the Code).


 






    29


     


    

 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a
Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063
or 4064 of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the withdrawal
of any of the Loan Parties or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any of the Loan Parties
or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (d) the filing
of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, (e)
the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; (g) the determination that any Pension Plan is in at-risk status, as defined in Section 430 of the Code or Section 303 of ERISA,
or the determination that any Multiemployer Plan is in endangered or critical status within the meaning of Section 432 of the Code or
Section 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (i) the imposition of a lien under Section 430(k)
of the Code or Section 303(k) of ERISA with respect to any Pension Plan; or (j) the failure to meet the minimum funding standard
of Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived) or the failure
to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make
any required contribution to a Multiemployer Plan.


 


“ESG Rating”
means each annual initial environmental, social and governance rating set forth in the Sustainability Proposal.



 


“ESTR”
means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR
Administrator on the ESTR Administrator’s Website.


 


“ESTR Administrator”
means the European Central Bank (or any successor administrator of the Euro Short Term Rate).


 


“ESTR Administrator’s
Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source
for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.


 


“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.


 


“EURIBOR Interpolated
Rate” means, at any time, with respect to any Eurocurrency Borrowing denominated in Euros and for any Interest Period,
the rate per annum (rounded to the same number of decimal places as the EURIBOR 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 EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is
shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the EURIBOR
Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided that,
if any EURIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“EURIBOR Rate”
means, with respect to any Eurocurrency Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate at approximately
11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate
shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”) with respect to
Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.


 






    30


     


    

 


“EURIBOR Screen
Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which
takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication
by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate)
or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters
as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be
available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.
If the EURIBOR Screen Rate shall be less than 0.00%, the EURIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


 


“Euro”
and “€” means the lawful currency of the Participating Member States introduced in accordance with the
EMU Legislation.


 


“Eurocurrency”
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 or the Adjusted EURIBOR Rate.


 


“Eurocurrency Rate
Loan” means a Loan that bears interest at the LIBO Rate. Eurocurrency Rate Revolving Credit Loans may be denominated in
Dollars, Euros, Sterling or any Alternative Currency.


 


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


 


“Excess Cash Flow”
means, with respect to any Excess Cash Flow Period, an amount equal to (a) Consolidated Net Income of the Borrower and its Restricted
Subsidiaries minus (b) without duplication (in each case, for the Borrower and its Restricted Subsidiaries on a consolidated
basis),


 


		(i)	Consolidated Scheduled Funded Debt Payments
                                            and, to the extent not otherwise deducted from Consolidated Net Income, Consolidated Cash
                                            Taxes,



 


		(ii)	Restricted Payments made by the Borrower
                                            and its Restricted Subsidiaries to the extent that such Restricted Payments are permitted
                                            to be made under Section 7.06(e) or 7.06(i), solely to the extent made,
                                            directly or indirectly, with the proceeds from events or circumstances that were included
                                            in the calculation of Consolidated Net Income,



 


		(iii)	the aggregate amount of voluntary or mandatory
                                            permanent principal payments or repurchases of Indebtedness (other than any voluntary prepayment
                                            of Indebtedness which is the subject of Section 2.05(b)(i)) of the Borrower and its
                                            Restricted Subsidiaries (excluding the Obligations and the Revolving Credit Commitments);
                                            provided that (A) such prepayments or repurchases are otherwise permitted hereunder,
                                            (B) if such Indebtedness consists of a revolving line of credit, the commitments under
                                            such line of credit are permanently reduced by the amount of such prepayment or repurchase,
                                            and (C) such prepayments or repurchases are not made, directly or indirectly, using (1) proceeds,
                                            payments or any other amounts available from events or circumstances that were not included
                                            in determining Consolidated Net Income during such period or (2) the Cumulative Credit,



 






    31


     


    

 


		(iv)	cash payments made in satisfaction of non-current
                                            liabilities (excluding payments of Indebtedness for borrowed money) or non-cash charges in
                                            a prior period, in each case, not made directly or indirectly using (1) proceeds, payments
                                            or any other amounts available from events or circumstances that were not included in determining
                                            Consolidated Net Income during such period or (2) the Cumulative Credit,



 


		(v)	to the extent not deducted in arriving at
                                            Consolidated Net Income, cash expenses incurred in connection with the Transactions or, to
                                            the extent permitted hereunder, any Investment permitted under Section 7.02,
                                            Equity Issuance or Debt Issuance,



 


		(vi)	to the extent not deducted in arriving
                                            at Consolidated Net Income, cash contributions to pension and other employee benefits plans,



 


		(vii)	to the extent not deducted in arriving
                                            at Consolidated Net Income, any cash losses from extraordinary, unusual or non-recurring
                                            items,



 


		(viii)	to the extent not deducted in arriving
                                            at Consolidated Net Income, cash payments in respect of any hedging obligations,



 


		(ix)	net non-cash gains and credits to the extent
                                            included in arriving at Consolidated Net Income, plus



 


(c) net non-cash charges
and losses to the extent deducted in arriving at Consolidated Net Income; plus


 


(d) decreases in Net
Working Capital for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted
Subsidiaries completed during such period or the application of purchase accounting), minus


 


(e) increases in Net Working
Capital for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries
completed during such period or the application of purchase accounting).


 






    32


     


    

 



 


“Excess Cash Flow
Period” means any fiscal year of the Borrower, commencing with the first full fiscal year ended after the Closing Date.


 


“Excluded Subsidiary”
means any Subsidiary of the Borrower that is (i) a Foreign Subsidiary or a Foreign Subsidiary of a Domestic Subsidiary or a CFC Holdco,
(ii) an Immaterial Subsidiary, (iii) prohibited by applicable law, regulation or by any Contractual Obligation existing on the Closing
Date or on the date such Person becomes a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of
such Person becoming a Subsidiary) from providing a Subsidiary Guaranty or that would require a governmental (including regulatory) or
third party consent, approval, license or authorization in order to grant such Subsidiary Guaranty (to the extent that the Borrower has
used commercially reasonable efforts (not involving spending money in excess of de minimis amounts) to obtain such consent, approval,
license or authorization), (iv) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (v) captive
insurance companies, (vi) a not-for-profit Subsidiary, (vii) a Subsidiary not wholly-owned by the Borrower and/or one or more of its
wholly owned Restricted Subsidiaries, (viii) any Unrestricted Subsidiary, (ix) a Subsidiary to the extent that the burden or cost of
obtaining a Subsidiary Guaranty therefrom is excessive in relation to the benefit afforded thereby (as reasonably determined by the Administrative
Agent and the Borrower), and (x) any Securitization Subsidiary.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty
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 Loan Party’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after
giving effect to Section 14 of the Subsidiary Guaranty and any other “keepwell, support or other agreement” for the benefit
of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty
of such Loan Party, or a grant by such Loan Party of a security interest, becomes 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 Guaranty or security interest is or becomes excluded in accordance with
the first sentence of this definition.


 


“Excluded Taxes”
means, with respect to any Agent, Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower
or any other Loan Party hereunder, (a) Taxes (i) imposed on (or measured by) its overall net income or overall gross income (however
denominated) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or,
in the case of any Lender, in which its applicable Lending Office is located, or (ii) that are imposed as a result of a present
or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient
having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction
described in clause (a) above, (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under
Section 3.07), any United States federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in
effect at the time such Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such
Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional
amounts with respect to such withholding Tax pursuant to Section 3.01(a), (d) Taxes attributable to such recipient’s failure
to comply with Section 3.01(g), Section 3.01(h), or Section 3.01(i) and (e) any withholding Taxes imposed under FATCA.


 






    33


     


    

 


“Existing Credit
Agreement” means that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended by Amendment No. 1,
dated as of April 15, 2016, Amendment No. 2, dated as of October 28, 2016, Amendment No. 3, dated as of March 6, 2017, Amendment No.
4, dated as of August 8, 2017, Amendment No. 5, dated as of December 20, 2017, Amendment No. 6, dated as of July 26, 2018 and Amendment
No. 7, dated as of February 18, 2020), by and among the Borrower, Holdings, the lenders from time to time party thereto, Credit Suisse
AG, as administrative agent and as collateral agent, and the L/C Issuers referred to therein.


 


“Facility”
means the Term Facility and the Revolving Credit Facility, as the context may require.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Closing Date (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 agreements
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 entered into in connection with the implementation
of the foregoing.


 


“FCA”
has the meaning specified in Section 1.14.


 


“FCPA”
has the meaning specified in Section 5.21.


 


“Federal Funds
Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s 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 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


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


 


“Fee Letters”
means (i) the Fee Letter dated as of March 5, 2021, among the Borrower and JPM and (ii) the Arranger Fee Letters among the Borrower and
certain Arrangers dated March 26, 2021.


 






    34


     


    

 


“First Lien/First
Lien Intercreditor Agreement” means a First Lien/First Lien Intercreditor Agreement substantially in the form of Exhibit
Q-1 or other form reasonably satisfactory to the Borrower and the Administrative Agent, by and among the Borrower, the Guarantors, the
Administrative Agent, the Collateral Agent and each other authorized representative and agent from time to time party thereto.


 


“First Lien Leverage
Ratio” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the
ratio of (x) Consolidated Funded First Lien Indebtedness (net of (i) cash and Cash Equivalents on hand that are not Restricted and (ii)
cash and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent or any Lender)
of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements
have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated
EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending
on or prior to such date for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Sections
6.01(a) and (b).


 


“First Lien/Second
Lien Intercreditor Agreement” means a First Lien/Second Lien Intercreditor Agreement substantially in the form of Exhibit
Q-2 or other form reasonably satisfactory to the Borrower and the Administrative Agent, by and among the Borrower, the Guarantors, the
Administrative Agent, the Collateral Agent and each other authorized representative and agent from time to time party thereto.


 


“Flood Hazard Property”
has the meaning specified in the definition of “Real Property Collateral Requirements”.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate or EURIBOR Rate, as applicable.


 


“Foreign Disposition”
has the meaning specified in Section 2.05(b)(viii).


 


“Foreign Lender”
means any Lender that is not a United States person, as such term is defined in Section 7701(a)(30) of the Code.


 


“Foreign Subsidiary”
means any Subsidiary of the Borrower which is not a Domestic Subsidiary.


 


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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Pro Rata Share of the
outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated
to other Lenders or Cash Collateralized in accordance with the terms hereof.


 






    35


     


    

 


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


 


“Funded Debt”
of any Person means Indebtedness of such Person that by its terms matures more than one (1) year after the date of its creation or matures
within one (1) year from any date of determination but is renewable or extendible, at the option of such Person, to a date more than
one (1) year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit
during a period of more than one (1) year after such date.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied.


 


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


 


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


 


“Guarantee”
means, as to any Person, without duplication, any (a) obligation, contingent or otherwise, of such Person Guaranteeing or having the
economic effect of Guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii)
to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other
monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), (b) Standard Securitization Obligations and Limited Originator
Recourse relating to Qualified Securitization Transactions or (c) Lien on any assets of such Person securing any Indebtedness or other
monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or
any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee”
shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable
indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Guaranteeing
Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 






    36


     


    

 


“Guarantors”
means, collectively, (i) Holdings, (ii) each wholly-owned Domestic Subsidiary of the Borrower that is a Restricted Subsidiary and listed
on Schedule I, and (iii) each other wholly-owned Domestic Subsidiary of the Borrower that is a Restricted Subsidiary that shall
be required to execute and deliver a Guaranty or Guaranty supplement pursuant to Section 6.12.


 


“Guaranty”
means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.


 


“Hazardous Materials”
means all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, flammable, explosive or radioactive substances, and all other substances or wastes of any nature
regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant
to any Environmental Law.


 


“Hedge Bank”
means (i) any Person that at the time it enters into a Secured Hedge Agreement, is an Agent, an Arranger or a Lender or an Affiliate
of an Agent, an Arranger or a Lender or (ii) any Person that is, as of the Closing Date, an Agent, an Arranger or a Lender or an Affiliate
of an Agent, an Arranger or a Lender and a party to a Secured Hedge Agreement, in each case, in its capacity as a party to such Secured
Hedge Agreement. For the avoidance of doubt, such Person shall continue to be a Hedge Bank with respect to the applicable Secured Hedge
Agreement even if it ceases to be an Agent, an Arranger or a Lender or an Affiliate of an Agent, an Arranger or a Lender after the date
on which it entered into such Secured Hedge Agreement.


 


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


 


“Holdings Guaranty”
means the Holdings Guaranty made by Holdings in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the
form of Exhibit F-1, dated as of the Closing Date, as amended, modified or supplemented thereafter.


 


“Honor Date”
has the meaning specified in Section 2.03(c)(i).


 


“IFRS”
means International Financial Reporting Standards (IFRICs/SICs) issued by the International Accounting Standards Board (IASB) or any
successor thereto, as in effect from time to time and as adopted by the European Union.


 






    37


     


    

 


“Immaterial Subsidiary”
means each Restricted Subsidiary designated as such by the Borrower to the Administrative Agent and the Collateral Agent in writing that
meets all of the following criteria calculated on the Pro Forma Basis by reference to the most recently delivered set of the financial
statements delivered on or prior to the Closing Date and, after the Closing Date, pursuant to Section 6.01(a): (a) the aggregate
gross assets (excluding goodwill) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries
(on a consolidated basis) as of the date of such statements do not exceed an amount equal to 5% of the Consolidated Total Assets of the
Restricted Group as of such date; (b) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on
the same basis as Consolidated EBITDA) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries
(on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an amount equal to 5% of the Consolidated
EBITDA of the Restricted Group for such period; (c) the aggregate gross assets (excluding goodwill) of all Restricted Subsidiaries designated
as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do
not exceed an amount equal to 10% of the Consolidated Total Assets of the Restricted Group as of such date; and (d) the aggregate of
the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of all Restricted
Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) for the four
fiscal quarter period ending on such date do not exceed an amount equal to 10% of the Consolidated EBITDA of the Restricted Group for
such period; provided that if, at any time after the delivery of such financial statements, (i) with respect to any Restricted
Subsidiary designated as an Immaterial Subsidiary at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiary
and its Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (a) or the aggregate
of the earnings before interest, tax, depreciation and amortization of such Restricted Subsidiary and its Restricted Subsidiaries (on
a consolidated basis) exceed the threshold set forth in clause (b) or (ii) with respect to all Restricted Subsidiaries designated
as Immaterial Subsidiaries at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiaries and their respective
Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (c) or the aggregate of the earnings
before interest, tax, depreciation and amortization of such Subsidiaries and their respective Restricted Subsidiaries (on a consolidated
basis) exceed the threshold set forth in clause (d), then the Borrower shall, not later than thirty (30) days after the date by
which financial statements for the fiscal quarter or the fiscal year, as applicable, in which such excess occurs (or such longer period
as the Administrative Agent may agree in its reasonable discretion), (A) notify the Administrative Agent and the Collateral Agent in
writing that one or more of such Restricted Subsidiaries no longer constitutes an Immaterial Subsidiary and (B) comply with the provisions
of Section 6.12 applicable to such Subsidiary. All Immaterial Subsidiaries as of the Closing Date are set forth on Schedule
III.


 


“Impacted EURIBOR
Rate Interest Period” has the meaning assigned to such term in the definition of “EURIBOR Rate.”


 


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


 


“Incremental First
Lien Commitments” has the meaning specified in Section 2.14(a). 


 


“Incremental First
Lien Commitments Amendment” has the meaning specified in Section 2.14(d). 


 






    38


     


    

 


“Incremental First
Lien Commitments Effective Date” has the meaning specified in Section 2.14(e).


 


“Incremental First
Lien Facilities” has the meaning specified in Section 2.14(a).


 


“Incremental First
Lien Lender” has the meaning specified in Section 2.14(c).


 


“Incremental First
Lien Term Commitment” has the meaning specified in Section 2.14(a).


 


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


 


“Incremental Term
Loans” has the meaning specified in Section 2.14(a).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP (subject to Section 1.03(b)):


 


(a)              
all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;


 


(b)              
the maximum amount of all Letters of Credit and other letters of credit (including standby and commercial), bankers’ acceptances,
bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar
instruments issued or created by or for the account of such Person;


 


(c)              
net obligations of such Person under any Swap Contract;


 


(d)              
all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable
in the ordinary course of business, (y) any earn-out obligation until such obligation becomes a liability on the balance sheet of such
Person in accordance with GAAP (subject to Section 1.03) and (z) expenses accrued in the ordinary course of business);


 


(e)              
indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)               
all Attributable Indebtedness;


 


(g)              
all obligations of such Person in respect of Disqualified Equity Interests; and


 


(h)              
all obligations in respect of any Qualified Securitization Transaction


 






    39


     


    

 


(i)                
 all Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is
expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be
the Swap Termination Value thereof as of such date. For purposes of clause (e), the amount of Indebtedness of any Person that
is non-recourse to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness
and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.


 


“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 the
Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Ineligible Assignee”
has the meaning specified in Section 10.07(b).


 


“Information”
has the meaning specified in Section 10.08.


 


“Initial Term Loans”
means the borrowing of Term Loans on the Closing Date.


 


“Intellectual Property
Security Agreement” means, collectively, the intellectual property security agreement, substantially in the form of Exhibit H
hereto together with each intellectual property security agreement supplement, including any such supplement executed and delivered
pursuant to Section 6.12.


 


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


 


“Intercompany Note”
means a promissory note substantially in the form of Exhibit P evidencing Indebtedness owed among the Loan Parties and their respective
Subsidiaries.


 


“Intercreditor
Agreement” means the First Lien/First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement.


 


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


 


“Interest Period”
means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, three or six months thereafter, or to the extent consented to by
all Appropriate Lenders, any length shorter than one month or longer than six months, in each case, as selected by the Borrower in its
Committed Loan Notice; provided that:


 






    40


     


    

 


(a)              
any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business
Day;


 


(b)              
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and


 


(c)              
no Interest Period shall extend beyond the Maturity Date of the Class of Loans under the Facility under which such Loan was made.


 


“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 for the applicable currency) that is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate
for the shortest period (for which that LIBO Screen Rate is available for the applicable currency) that exceeds the Impacted LIBO Rate
Interest Period, in each case, at such time.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt
of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01
in respect of such Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially
all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of
such Person, or (d) the Disposition of any property for less than the fair market value thereof (other than Dispositions under Sections 7.05(e),
(i) and (k)). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment, less all returns representing a return of capital
with respect to such Investment received by the Borrower or a Restricted Subsidiary.


 


“IP Rights”
has the meaning set forth in Section 5.16.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by
the International Swaps and Derivatives Association, Inc. or such successor thereto.


 






    41


     


    

 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice, Inc. (or such later version thereof as may be acceptable to the applicable L/C Issuer and in effect at the
time of issuance of such Letter of Credit).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered
into by the applicable L/C Issuer and the Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer and relating
to such Letter of Credit.


 


“Joint Venture”
means (a) any Person which would constitute an “equity method investee” of the Borrower or any of its Subsidiaries, and (b)
any Person in whom the Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.


 


“JPM”
means JPMorgan Chase Bank, N.A., acting through such of its affiliates or branches as it deems appropriate, and its successor.


 


“Judgment Currency”
has the meaning specified in Section 10.22.


 


“Judgment Currency
Conversion Date” has the meaning specified in Section 10.22.


 


“Junior Financing”
has the meaning specified in Section 7.14.


 


“Junior Financing
Documentation” means any documentation governing any other Junior Financing.


 


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


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Credit Borrowing.


 


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


 


“L/C Fee”
has the meaning specified in Section 2.03(h).


 


“L/C Issuer”
means JPM, PNC Bank, National Association, Citizens Bank, N.A. and Bank Of The West, each other Lender reasonably acceptable to the Borrower
and the Administrative Agent that agrees to issue Letters of Credit pursuant hereto and, solely with respect to the Specified Letter
of Credit, Royal Bank of Canada, in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder, in an aggregate face amount of outstanding Letters of Credit issued by each L/C Issuer not to exceed the
amount set forth opposite such L/C Issuer’s name on Schedule 2.01. Each L/C Issuer may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 






    42


     


    

 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.
For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but (a) any amount may
still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn, or (b) any drawing was made thereunder on or before
the last day permitted thereunder and such drawing has not been honored or refused by the applicable L/C Issuer, such Letter of Credit
shall be deemed “outstanding” in the amount of such drawing.


 


“Latest Maturity
Date” means, at any date of determination, the latest maturity date applicable to any Class of Loans or Commitments with
respect to such Class of Loans or Commitments at such time, including, for the avoidance of doubt, the latest maturity date of any Class
of Term Loans, Revolving Credit Commitments or Incremental Term Loans established pursuant to any Incremental First Lien Commitments
Amendment, in each case as extended from time to time in accordance with this Agreement (including pursuant to any Permitted Amendment
in accordance with Section 10.01).


 


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


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes each L/C Issuer.


 


“Lender Participation
Notice” has the meaning specified in Section 2.05(a)(iii)(C).


 


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


 


“Letter of Credit”
means (a) any standby letter of credit or, if provided by the applicable L/C Issuer in the ordinary course of its business, commercial
or documentary letter of credit, bank guarantee, guarantee, performance bond, advance payment guarantee or bond, warranty, bid guarantee
or bond, in each case, in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer, and (b) any
other similar guarantees, indemnities or other financial accommodations requested by the Borrower and consented to by the Administrative
Agent and the applicable L/C Issuer. Letters of Credit may be issued in Dollars, Euros, Sterling or any Alternative Currency.


 






    43


     


    

 


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


 


“Letter of Credit
Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect
with respect to the Revolving Credit Commitments (or, if such day is not a Business Day, the next preceding Business Day).


 


“Letter of Credit
Sublimit” means an amount equal to $60,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving
Credit Facility.


 


“LIBO Interpolated
Rate” means, at any time, with respect to any Eurocurrency Borrowing denominated in dollars or Sterling and 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 for the applicable
currency) that is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which
the LIBO Screen Rate is available for the applicable currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at
such time; provided that if any LIBO Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes
of this Agreement.


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any applicable currency and for any Interest Period, the LIBO Screen Rate at approximately
11:00 a.m., London time, two 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 LIBO Rate Interest Period”) with respect
to the applicable currency then the LIBO Rate shall be the LIBO Interpolated Rate.


 


“LIBO Screen Rate”
means, for any day and time, with respect to any Eurocurrency Borrowing for any applicable currency and for any Interest Period, the
London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for U.S. Dollars/the relevant currency 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 0.00%, such rate shall be deemed to be
0.00% for the purposes of this Agreement.


 






    44


     


    

 


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


 


“Limited Originator
Recourse” means a letter of credit, cash collateral account or other credit enhancement issued or provided for a similar
purpose in connection with the incurrence of Indebtedness by a Securitization Subsidiary under a Qualified Securitization Transaction.


 


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


 


“Loan Documents”
means, collectively, (a) for purposes of this Agreement and the Notes and any amendment, supplement or other modification hereof or thereof
and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes,
(iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit Application, (vii) any Incremental
First Lien Commitments Amendment, (viii) any Loan Modification Agreement, (ix) any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 2.15 of this Agreement and (x) any Intercreditor Agreement (if any), and (b) for purposes
of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents,
(v) each Letter of Credit Application, (vi) the Fee Letter, (vii) any Incremental First Lien Commitments Amendment, (viii) any Loan Modification
Agreement, (ix) each Secured Cash Management Agreement, and (x) each Secured Hedge Agreement.


 


“Loan Modification
Accepting Lender” has the meaning specified in Section 10.01.


 


“Loan Modification
Agreement” has the meaning specified in Section 10.01.


 


“Loan Modification
Offer” has the meaning specified in Section 10.01.


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 


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


 


“London Time”
means Greenwich Mean Time or British Summer Time, as applicable.


 


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


 






    45


     


    

 


“Material Adverse
Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or
financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the
Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any
of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Agents (on behalf of the Secured Parties)
or the Lenders under the Loan Documents.


 


“Material Real
Property” means any real property owned in fee by the Borrower or a Guarantor with a fair market value of $5,000,000 or
more, when considered individually, or $30,000,000 or more when taken together with all other real property owned in fee by the Borrower
and the Guarantors.


 


“Maturity Date”
means: (a) with respect to the Revolving Credit Facility, the earlier of (i) April 1, 2026 and (ii) the date of termination in whole
of the Revolving Credit Commitments and the obligations to issue, amend or extend Letters of Credit pursuant to Sections 2.06(a)
or 8.02 and (b) with respect to the Term Facility, the earliest of (i) April 1, 2028, (ii) the date of termination
in whole of the Term Commitments pursuant to Section 2.06(a) prior to any Term Borrowing and (iii) the date that the Term
Loans are declared due and payable pursuant to Section 8.02.


 


“Maximum Rate”
has the meaning specified in Section 10.10.


 


“Metrics Report”
has the meaning specified in Section 2.18.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Mortgage”
means a deed of trust, trust deed, mortgage or similar instrument, duly executed and delivered by the applicable Loan Party in favor
or for the benefit of the Collateral Agent on behalf of the Secured Parties in form and substance satisfactory to the Collateral Agent.


 


“Mortgage Policy”
has the meaning specified in the definition of “Real Property Collateral Requirements”.


 


“Mortgaged Properties”
means each Material Real Property with respect to which a Mortgage is granted pursuant to Section 6.12(b)(iii) or Section 6.14.


 


“Multiemployer
Plan” means any Plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


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


 






    46


     


    

 


“Municipal Business”
means the business of the Borrower or any of its Restricted Subsidiaries providing products, equipment, solutions and services related
to water and waste water treatment markets to, or for the benefit of, municipalities.


 


“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations
of the Borrower and its Subsidiaries in the form prepared for presentation to senior management of the Borrower for the fiscal quarter
or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial
statements relate.


 


“Net Cash Proceeds”
means:


 


(a)              
with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if
any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or
Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty
Event received by or paid to or for the account of the Borrower or any Restricted Subsidiary) over (ii) (A) the sum of the principal
amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection
with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by
the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’
fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed
or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection
therewith), (C) income taxes reasonably estimated to be actually payable as a result of any gain recognized in connection therewith,
and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP (subject
to Section 1.03) and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary
after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification obligations associated with such transaction. It being understood
that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition
of any non-cash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal
(without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D)
of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve not reversed within three hundred
and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve;


 


(b)              
with respect to the issuance of any Equity Interest by the Borrower or any Restricted Subsidiary, the excess of the sum of the
cash and Cash Equivalents received in connection with such issuance over the investment banking fees, underwriting discounts and commissions,
and other out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such issuance; and


 






    47


     


    

 



 


(c)     with
respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of  the
sum of the cash received in connection with such incurrence or issuance over the investment banking fees, underwriting discounts and
commissions, taxes reasonably estimated to be actually payable and other out-of-pocket expenses, incurred by the Borrower or such Restricted
Subsidiary in connection with such incurrence or issuance.


 


“Net Working Capital”
means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, Consolidated Current Assets minus Consolidated
Current Liabilities.


 


“New York Time”
means Eastern Standard Time or Eastern Daylight Time, as applicable.


 


“No Undisclosed
Information Representation” by a Person means a representation that such Person is not in possession of any material non-public
information with respect to Holdings, the Borrower, their respective Subsidiaries or their respective securities.


 


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


 


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


 


“NYFRB”
mean 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. 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 be less than 0.00%, such rate shall be
deemed to be 0.00% for purposes of this Agreement.


 


“NYFRB’s
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement (other than Excluded
Swap Obligations), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan
Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding (or that would accrue but for
the commencement of such proceeding), regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting
the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal,
interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan
Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its
sole discretion, may elect to pay or advance on behalf of such Loan Party; provided that the Obligations shall not include Excluded
Swap Obligations, provided, further, however, for purposes of Section 8.04 herein, the Guaranty and the Collateral
Documents, the aggregate amount of all such obligations of the Loan Parties in respect of the guarantees made by the Loan Parties of
Specified Non-Loan Party Hedge Obligations pursuant to the Loan Documents that shall constitute Obligations shall not exceed $35,000,000.


 






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“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Offered Loans”
has the meaning specified in Section 2.05(a)(iii).


 


“OID”
has the meaning specified in Section 2.14(b).


 


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


 


“Original Designation”
has the meaning specified in the definition of “Cumulative Credit.”


 


“Original Investment”
has the meaning specified in the definition of “Cumulative Credit.”


 


“Other Equity”
has the meaning specified in the definition of the “Transactions.”


 


“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording or filing Taxes or any other similar Taxes, charges
or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, any Loan Document.


 






    49


     


    

 


“Outstanding Amount”
means (a) with respect to the Term Loans and Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans (including any refinancing of
outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing), as the case may be, occurring
prior to such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving
effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing
of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in
the maximum amount available for drawing under Letters of Credit taking effect on such date.


 


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


 


“Parent”
means Evoqua Water Technologies Corp.


 


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


 


“Participant Register”
has the meaning set forth in Section 10.07(l).


 


“Participating
Member State” means each state so described in any EMU Legislation.


 


“PATRIOT Act”
has the meaning specified in Section 10.21.


 


“Payment”
has the meaning specified in Section 9.06(b).


 


“Payment Notice”
has the meaning specified in Section 9.06(b)(ii).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act,
Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act and, thereafter, Section 412,
430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any “employee pension benefit plan” (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained
or is contributed to by a Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 or 430 of the Code or Section 302 or 303 of ERISA.


 


“Permits”
has the meaning specified in Section 5.01.


 


“Permitted Acquisition”
has the meaning specified in Section 7.02(i).


 






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“Permitted Amendments”
has the meaning specified in Section 10.01.


 


“Permitted Encumbrances”
means any Liens or other encumbrances on any Mortgaged Property permitted under the applicable Mortgage Policy.


 


“Permitted Equity
Issuance” means (a) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of Holdings
the proceeds of which are contributed to the common equity of the Borrower, (b) any sale or issuance of any Equity Interests (excluding
Disqualified Equity Interests) of the Borrower to Holdings or (c) any capital contribution to the Borrower.


 


“Permitted Junior
Ratio Debt” means Indebtedness of a Loan Party in the form of notes or loans under credit agreements, indentures or other
similar agreements or instruments that is secured with Liens on the Collateral on a junior basis to the Liens securing the Obligations;
provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking
fund obligations prior to the date that is ninety one (91) days after the Latest Maturity Date (other than customary offers to repurchase
upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (B) the maturity
date of such Indebtedness shall not occur prior to the date that is ninety one (91) days after the Latest Maturity Date then in effect
and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall
not be shorter than the Weighted Average Life to Maturity of the then outstanding initial Term Loans; (C) the covenants, events of default,
Guarantees and other terms of such Indebtedness are customary for similar Indebtedness in light of then-prevailing market conditions
and in any event, when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Borrower
and the Restricted Subsidiaries than those set forth in this Agreement ; (D) if such Indebtedness is subordinated, the Facilities have
been designated as “Designated Senior Debt” or its equivalent in respect of such Indebtedness; (E) in the case of any such
Indebtedness owed to the seller of any property acquired in a Permitted Acquisition, such Indebtedness is expressly subordinated to the
prior payment in full in cash of the Obligations on terms and conditions that are reasonably acceptable to the Administrative Agent;
(F) such Indebtedness shall not be Guaranteed by any Person that is not a Loan Party or does not become a Loan Party substantially concurrently
with the incurrence of such Indebtedness; (G) immediately before and immediately after giving Pro Forma Effect to the incurrence
of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; (H) such Indebtedness shall be subject to
the First Lien/Second Lien Intercreditor Agreement and (I) immediately after giving effect to the incurrence of such Indebtedness, the
Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with a maximum Secured Leverage Ratio of 5.00:1.00,
such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the
Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the
fiscal period covered thereby.


 






    51


     


    

 


“Permitted Pari
Ratio Debt” means Indebtedness of a Loan Party in the form of notes or loans under credit agreements, indentures or other
similar agreements or instruments that is secured with Liens on the Collateral on a pari passu basis to the Liens securing the Obligations;
provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking
fund obligations prior to the Latest Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or
event of loss and customary acceleration rights after an event of default); (B) the maturity date of such Indebtedness shall not be shorter
than the Latest Maturity Date then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average
Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding initial
Term Loans; (C) the covenants, events of default, Guarantees and other terms of such Indebtedness are customary for similar Indebtedness
in light of then-prevailing market conditions and in any event, when taken as a whole (other than interest rate and redemption premiums),
are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement; (D) if such Indebtedness
is subordinated, the Facilities have been designated as “Designated Senior Debt” or its equivalent in respect of such Indebtedness;
(E) in the case of any such Indebtedness owed to the seller of any property acquired in a Permitted Acquisition, such Indebtedness is
expressly subordinated to the prior payment in full in cash of the Obligations on terms and conditions that are reasonably acceptable
to the Administrative Agent; (F) such Indebtedness shall not be Guaranteed by any Person that is not a Loan Party or does not become
a Loan Party substantially concurrently with the incurrence of such Indebtedness; (G) immediately before and immediately after giving
Pro Forma Effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing;
(H) such Indebtedness shall be subject to the First Lien/First Lien Intercreditor Agreement and (I) immediately after giving effect to
the incurrence of such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with a maximum
First Lien Leverage Ratio of 4.50:1.00, such compliance to be determined on the basis of the financial information most recently delivered
to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been
incurred as of the first day of the fiscal period covered thereby.


 


“Permitted Ratio
Debt” means Permitted Pari Ratio Debt, Permitted Junior Ratio Debt and Permitted Unsecured Ratio Debt.


 


“Permitted Unsecured
Ratio Debt” means unsecured Indebtedness in the form of notes or loans under credit agreements, indentures or other similar
agreements or instruments; provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory
redemption or sinking fund obligations prior to the date that is ninety one (91) days after the Latest Maturity Date of all Classes of
Commitments and Loans then in effect (other than customary offers to repurchase upon a change of control, asset sale or event of loss
and customary acceleration rights after an event of default); (B) the covenants, events of default, Guarantees and other terms of such
Indebtedness are customary for similar Indebtedness in light of then-prevailing market conditions and in any event, when taken as a whole
(other than interest rate and redemption premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those
set forth in this Agreement; (C) in the case of any such Indebtedness of the Borrower or any Restricted Subsidiary owed to the seller
of any property acquired in a Permitted Acquisition, such Indebtedness is expressly subordinated to the prior payment in full in cash
of the Obligations on terms and conditions that are reasonably acceptable to the Administrative Agent; (D) immediately before and immediately
after giving Pro Forma Effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be
continuing; and (E) immediately after giving effect to the incurrence of such Indebtedness, the Borrower and its Restricted Subsidiaries
shall be in Pro Forma Compliance with a maximum Total Leverage Ratio of 5.75:1.00, such compliance to be determined on the basis
of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a)
or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby.


 






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“Permitted Refinancing”
means, with respect to any Indebtedness, any modification, refinancing, refunding, renewal, replacement or extension of such Indebtedness;
provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal
to accrued and unpaid interest, unpaid reasonable premium thereon and reasonable fees and expenses incurred, in connection with such
modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized
thereunder; (ii) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later
than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iii) if the Indebtedness being modified, refinanced,
refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding,
renewal or extension is subordinated in right of payment to the Obligations on terms as favorable in all material respects to the Lenders
as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended;
(iv) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced
or extended Indebtedness are, (A) either (x) customary for similar debt securities in light of then-prevailing market conditions (it
being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be
incurrence-based) or (y) not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness
being modified, refinanced, refunded, renewed, replaced or extended, and (B) when taken as a whole (other than interest rate and redemption
premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement; (v) such
modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Indebtedness being modified,
refinanced, refunded, renewed, replaced or extended; and (vi) at the time thereof, no Default or Event of Default shall have occurred
and be continuing.


 


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


 


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


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 






    53


     


    

 


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


 


“Prepayment Amount”
has the meaning specified in Section 2.05(c).


 


“Prepayment Date”
has the meaning specified in Section 2.05(c).


 


“Pricing Certificate”
has the meaning specifies in Section 6.02(g).


 


“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 Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein,
any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined
by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


 


“Private Lenders”
has the meaning specified in Section 6.02.


 


“Pro Forma Basis”,
 “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction,
that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to
have occurred as of the first day of the applicable period of measurement in such covenant: (a) income statement items (whether
positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Disposition
of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility
used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a purchase or other
acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit,
a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person, shall be included,
(b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries
in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable
period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness
as at the relevant date of determination.


 


“Pro Rata Share”
means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject
to adjustment as provided in Section 2.16), the numerator of which is the amount of the Commitments of such Lender under
the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the
applicable Facility or Facilities at such time; provided, that if the commitment of each Lender to make Loans and the obligation
of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of
each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect
to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the
name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable.


 






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“Proposed Discounted
Prepayment Amount” has the meaning specified in Section 2.05(a)(iii).


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.


 


“Public Lender”
has the meaning specified in Section 6.02.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning specified in Section 10.26.


 


“Qualifying Lenders”
has the meaning specified in Section 2.05(a)(iii).


 


“Qualifying Loans”
has the meaning specified in Section 2.05(a)(iii).


 


“Qualified Securitization
Transaction” means any Securitization Transaction; provided that (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) under such Securitization Transaction shall be (i) recourse to Holdings, the Borrower or its Restricted
Subsidiaries (other than any Securitization Subsidiary) other than pursuant to Standard Securitization Obligations or Limited Originator
Recourse, (ii) supported by a Guarantee of Holdings, the Borrower or its Restricted Subsidiaries (other than any Securitization Subsidiary)
other than pursuant to Standard Securitization Obligations or Limited Originator Recourse or (iii) secured (directly or indirectly, contingently
or otherwise) by any Lien on any property of Holdings, the Borrower or its Restricted Subsidiaries (other than any Securitization Subsidiary)
other than pursuant to Standard Securitization Obligations, Limited Originator Recourse or customary Liens on Securitization Receivables
which are sold or purported to be sold in any Securitization Transaction, and on assets related thereto, including, without limitation,
security interests in merchandise or services generating such Securitization Receivables and/or in the proceeds of such Securitization
Receivables, (b) such Securitization Transaction (including financing terms, covenants, termination events and other provisions) is in
the aggregate economically fair and reasonable to Holdings, the Borrower or its Restricted Subsidiaries and any applicable Securitization
Subsidiary as determined by the Borrower in good faith, (c) all sales, conveyances or other transfers of Securitization Receivables and
related assets to any Securitization Subsidiary are made at fair market value as determined by the Borrower in good faith and (d) the
financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Obligations, shall
be market terms, in each case as determined by the Borrower in good faith. For the avoidance of doubt, the Securitization Transactions
contemplated by that certain Receivables Financing Agreement, dated as of April 1, 2021 (as amended, restated, supplemented or otherwise
modified through the date hereof), by and among Evoqua Finance LLC, as borrower, Evoqua Water Techonolgies LLC, as servicer, the lenders
party thereto from time to time, and PNC Bank National Association, as administrative agent, constitutes a “Qualified Securitization
Transaction”.


 






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“Ratings Condition”
means that the Borrower shall have both (x) a public corporate family rating better than or equal to Ba3 from Moody’s and (y) a
public corporate credit rating better than or equal to BB- from S&P, in each case with a stable outlook.


 


“Ratings Condition
Period” means any period during which the Ratings Condition shall have been satisfied and the Administrative Agent shall
have received written notice of such satisfaction; it being understood and agreed, for the avoidance of doubt, that a Ratings Condition
Period shall not commence until the date that the Administrative Agent receives such written notice (and, if such day is not a Business
Day, then on the first Business Day that immediately follows the date on which such notice is received by the Administrative Agent);
provided that if, following a Ratings Condition Period, the Ratings Condition shall fail to be satisfied, the Borrower shall promptly
provide written notice to the Administrative Agent of such failure.


 


“Real Property
Collateral Requirements” means, with respect to any Material Real Property, that the Administrative Agent shall have received:


 


(a)       at
least three days prior to the delivery of a Mortgage with respect to such Material Real Property, (i) a completed standard “life
of loan” flood hazard determination form, (ii) if the improvements to the applicable improved property is located in an area designated
by the Federal Emergency Management Agency as having special flood hazards (a “Flood Hazard Property”), a written
notification to the Borrower (“Borrower Notice”) with the Borrower’s written acknowledgment of receipt of Borrower
Notice from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community
in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (iii) if the Borrower
Notice is required to be given and flood insurance is available in the community in which the applicable Mortgaged Property is located,
copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page
confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and
naming the Administrative Agent as loss payee on behalf of the Secured Parties;


 


(b)       a
Mortgage, together with evidence each such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of
each party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the
Administrative Agent may deem necessary or desirable in order to create a valid and subsisting perfected Lien on the property described
therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees
have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;


 


(c)       a
fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available
in the applicable jurisdiction (a “Mortgage Policy”) in form and substance, with endorsements and in amounts
(not to exceed the value of the Material Real Property covered thereby) acceptable to the Administrative Agent, issued, coinsured and
reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on
the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s
Liens) and encumbrances, excepting only Permitted Encumbrances and providing for such other affirmative insurance (including endorsements
for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens) and such coinsurance and direct access
reinsurance as the Administrative Agent may deem necessary or desirable; provided, with respect to any property located in a state in
which a zoning endorsement is either not available or is available but only at a premium that is excessive or requires a legal opinion,
a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each
case satisfactory to the Administrative Agent, may be delivered in lieu of a zoning endorsement;


 






    56


     


    

 


(d)       an
American Land Title Association/National Society for Professional Surveyors form of survey, for which all necessary fees (where applicable)
have been paid, and, unless otherwise agreed by the Administrative Agent, dated no more than 30 days before the delivery of such
Mortgage, certified to the Administrative Agent and the issuer of the Mortgage Policy in a manner satisfactory to the Administrative
Agent by a land surveyor duly registered and licensed in the States in which the property described in such survey is located and acceptable
to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements,
parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by
such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative
Agent; provided that new or updated surveys will not be required if an existing survey is available and survey coverage is available
for the applicable Mortgage Policy without the need for such new or updated survey;


 


(e)       upon
the request of the Administrative Agent, an environmental assessment, in scope, form and substance reasonably satisfactory to the Administrative
Agent;


 


(f)       an
opinion of local counsel to the applicable Loan Party in the state or commonwealth in which such Material Real Property is located, with
respect to the enforceability and perfection of the Mortgage and any related fixture filings, in form and substance reasonably satisfactory
to the Administrative Agent;


 


(g)       evidence
that all other actions reasonably requested by the Administrative Agent, that are necessary in order to create valid and subsisting Liens
on the property described in the Mortgage have been taken; and


 


(h)      evidence
that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage,
including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees,
documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation
of the Mortgages and the other matters described above and as otherwise required to be paid in connection therewith under Section 10.04.


 


“Receivables”
means, as of any date of determination, the aggregate net book value of all accounts, accounts receivable, receivables, and obligations
for payment created or arising from the sale of inventory or the rendering of services in the ordinary course of business, whether evidenced
by chattel paper, instruments or otherwise, owned by or owing to the Borrower and its Subsidiaries on a consolidated basis after deducting
allowances or reserves relating thereto, as shown on the books and records of the Borrower and its Subsidiaries (but excluding, in any
event, without duplication, the aggregate net book value of all Receivables transferred to a Securitization Subsidiary or other Person
in connection with a Qualified Securitization Transaction).


 






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“Receivables Related
Assets” means (a) any rights arising under the documentation governing or relating to any Securitization Receivables (including
rights in respect of Liens securing such Securitization Receivables and other credit support in respect of such Securitization Receivables),
(b) any proceeds of such Securitization Receivables and any lockboxes or accounts in which such proceeds are deposited, (c) spread accounts
and other similar accounts (and any amounts on deposit therein) established in connection with a Qualified Securitization Transaction,
(d) any warranty, indemnity, dilution and other intercompany claim arising out of the documentation evidencing any Qualified Securitization
Transaction, (e) other assets that are customarily transferred or in respect of which security interests are customarily granted in connection
with asset securitization transactions involving accounts receivable, and (f) all proceeds of any of the foregoing.


 


“Reduction Amount”
has the meaning set forth in the definition of “Cumulative Credit.”


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Eurocurrency Base Rate, 11:00 a.m. (London time)
on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not Eurocurrency Base Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Refinancing”
means the repayment in full of, termination of all commitments under and release of all liens securing the Existing Credit Agreement.


 


“Register”
has the meaning set forth in Section 10.07(c).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact,
trustees and advisors of such Person and of such Person’s Affiliates.


 


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


 


“Relevant Rate”
means (i) with respect to any Eurocurrency Borrowing denominated in dollars or Sterling, the LIBO Rate or (ii) with respect to any Eurocurrency
Borrowing denominated in Euros, the EURIBOR Rate.


 


“Relevant Screen
Rate” means (i) with respect to any Eurocurrency Borrowing denominated in dollars or Sterling, the LIBO Screen Rate or
(ii) with respect to any Eurocurrency Borrowing denominated in Euros, the EURIBOR Screen Rate.


 


“Relevant Transaction”
has the meaning specified in Section 2.05(b)(ii).


 






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


 


“Repricing Transaction”
means any refinancing, replacement or repricing, in whole or in part, of any of the Term Loans under this Agreement, directly or indirectly,
(x) from, or in anticipation of, the receipt of proceeds of any Indebtedness (including, without limitation, any Incremental Term Loans
or any new or additional loans under this Agreement), or (y) pursuant to any amendment to this Agreement, in any case, having or resulting
in a weighted average yield (to be determined by the Administrative Agent, after giving effect to margins, interest rate floors, upfront
or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring,
syndication, prepayment fees or premiums, or other fees payable in connection therewith that are not shared with all lenders or holders
thereof generally and in their capacity as lenders or holders) as of the date of such refinancing that is, or could be by the express
terms of such Indebtedness (and not by virtue of any fluctuation in the Eurocurrency Rate or Base Rate), less than the weighted average
yield of (to be determined by the Administrative Agent, on the same basis as above) such Term Loans immediately prior to such refinancing,
replacement or repricing, excluding in each case any refinancing, replacement or repricing of Term Loans in connection with a Change
of Control transaction or any Permitted Acquisition for an aggregate consideration in excess of $300,000,000.


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a
Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.


 


“Required Lenders”
means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount
of each Lender’s risk participation and funded participation in L/C Obligations, as applicable, being deemed “held”
by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit
Commitments; provided that the unused Term Commitments of, unused Revolving Credit Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Required Revolving
Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total
Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation
in L/C Obligations, as applicable, being deemed “held” by such Revolving Credit Lender for purposes of this definition) and
(b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of
the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Revolving Lenders.


 


“Required Term
Lenders” means, as of any date of determination, Term Lenders holding more than 50% of the sum of the (a) the aggregate
Outstanding Amount of all Term Loans, and (b) the aggregate unused Term Commitments; provided, that the unused Term Commitments
of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making
a determination of Required Term Lenders.


 






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


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party and, as to any
document delivered on the Closing Date, any vice president, secretary or assistant secretary. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


 


“Restricted”
means, when referring to cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries, that such cash or Cash Equivalents
(a) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or such Restricted
Subsidiary (unless such appearance is related to the Collateral Documents (or the Liens created thereunder)) or (b) are subject to any
Lien (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(b), 7.01(i), 7.01(p),
7.01(q), 7.01(x) (but only to the extent the Obligations are secured by such cash and Cash Equivalents), 7.01(y) (but only
to the extent the Obligations are secured by such cash and Cash Equivalents)) in favor of any Person other than the Collateral Agent
or any Lender.


 


“Restricted Group”
means the Borrower and its Restricted Subsidiaries.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person,
or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return
of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).


 


“Restricted Proceeds”
has the meaning specified in Section 2.05(b)(viii).


 


“Restricted Subsidiary”
means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.


 


“Revaluation Date”
means (i) with respect to any Loan, each of the following: (A) each date of a Borrowing of a Eurocurrency Rate Loan denominated in Euro,
Sterling or an Alternative Currency, (B) each date of a continuation of a Eurocurrency Rate Loan denominated in Euro, Sterling or an
Alternative Currency pursuant to Section 2.02 and (C) such additional dates as the Administrative Agent or the Required Revolving
Lenders shall require; and (ii) with respect to any Letter of Credit, each of the following: (A) each date of issuance of a Letter of
Credit denominated in Euro, Sterling or an Alternative Currency, (B) each date of an amendment of any such Letter of Credit having the
effect of increasing the amount thereof, (C) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated
in Euro, Sterling or an Alternative Currency and (D) such additional dates as the Administrative Agent or the applicable L/C Issuer shall
determine or the Required Revolving Lenders shall require.


 






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“Revolving Arrangers”
means JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Citizens Bank, N.A. and Bank Of The West, in their capacities as exclusive
joint lead arrangers and joint bookrunners of the Revolving Credit Facility.


 


“Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Class and Type and, in the case
of Eurocurrency Rate Loans, having the same Interest Period and denominated in the same currency made by each of the Revolving Credit
Lenders pursuant to Section 2.01(b).


 


“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower
pursuant to Section 2.01(b) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving
Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as
such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitments of all Revolving
Credit Lenders shall be $350,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms
of this Agreement.


 


“Revolving Credit
Commitment Increase” has the meaning specified in Section 2.14(a). 


 


“Revolving Credit
Commitment Increase Lender” has the meaning specified in Section 2.14(h).


 


“Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments
at such time.


 


“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.


 


“Revolving Credit
Loan” has the meaning specified in Section 2.01(b).


 


“Revolving Credit
Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially
the form of Exhibit C-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting
from the Revolving Credit Loans made by such Revolving Credit Lender.


 


“Sanctioned Country”
means a country that is itself the target of territorial sanctions imposed, administered, or enforced by OFAC, the United Nations Security
Council, Her Majesty’s Treasury of the United Kingdom or the European Union.


 


“Sanctioned Entity”
means (a) a government of a Sanctioned Country, (b) an agency of the government of a Sanctioned Country, (c) a Person directly or indirectly
owned or controlled by the government of a Sanctioned Country, or (d) a Person organized under the laws of, located or resident in, a
Sanctioned Country.


 






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“Sanctioned Person”
means (a) a Person named on (i) the list of Specially Designated Nationals and Blocked Persons or other sanctions list maintained by
OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time, or (ii)
any comparable sanctions-related list maintained by the United Nations Security Council, the European Union, or any European Union member
state, or (b) a Person owned or controlled by one or more Persons named on the list of Specially Designated Nationals or Blocked Persons
or other sanctions list maintained by OFAC, the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom,
the European Union, or any European Union member state.


 


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


 


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


 


“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any Restricted Subsidiary
and any Cash Management Bank, or any Guarantee by the Borrower or any Restricted Subsidiary of any Cash Management Agreement, in each
case to the extent that such Cash Management Agreement or such Guarantee, as applicable, is not otherwise designated in writing by the
Borrower and such Cash Management Bank to the Administrative Agent to not be included as a Secured Cash Management Agreement.


 


“Secured Hedge
Agreement” means any Swap Contract permitted under Article VII that is entered into by and between the Borrower or any
Restricted Subsidiary and any Hedge Bank or any Guarantee by any Loan Party of any Hedging Agreement entered into by and between Holdings
or any Subsidiary and any Hedge Bank, in each case to the extent that such Hedging Agreement or such Guarantee, as applicable, is not
otherwise designated in writing by the U.S. Borrower and such Hedge Bank to the Administrative Agent to not be included as a Secured
Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guarantee of, or grant of any Lien to secure,
any obligations in respect of a Secured Hedge Agreement by a Guarantor shall not include any Excluded Swap Obligations.


 


“Secured Leverage
Ratio” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the
ratio of (x) Consolidated Funded Secured Indebtedness (net of (i) cash and Cash Equivalents on hand that are not Restricted and (ii)
cash and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent, or any Lender)
of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements
have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated
EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending
on or prior to such date for which financial statements have been delivered.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management
Banks, any Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent
from time to time pursuant to Section 9.01(c). 


 






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“Securitization
Receivables” has the meaning specified in the definition of “Securitization Transaction”.


 


“Securitization
Subsidiary” means (a) Evoqua Finance LLC, a Delaware limited liability company, and (b) any other wholly-owned Special
Purpose Vehicle (other than, for the avoidance of doubt, any Loan Party) which engages in no activities other than those reasonably related
to or in connection with the entering into of Securitization Transactions and which is designated by the board of directors of the Borrower
(as provided below) as a Securitization Subsidiary; provided that none of Holdings, the Borrower or its Restricted Subsidiaries
shall (i) provide credit support to such Securitization Subsidiary other than Limited Originator Recourse or Standard Securitization
Obligations, (ii) have any contract, agreement, arrangement or understanding with such Securitization Subsidiary other than on terms
that are fair and reasonable and that are no less favorable to such member of the Restricted Group than could be obtained from an unrelated
Person (other than representations, warranties and covenants (including those relating to servicing) entered into in the ordinary course
of business in connection with a Qualified Securitization Transaction and intercompany notes relating to the sale of Securitization Receivables
to such Securitization Subsidiary and Limited Originator Recourse) or (iii) have any obligation to maintain or preserve such Securitization
Subsidiary’s financial condition or to cause such Securitization Subsidiary to achieve certain levels of operating results other
than Limited Originator Recourse or Standard Securitization Obligations. Any such designation pursuant to the above clause (b)
by the board of directors of the Borrower shall be evidenced to the Administrative Agent and each Lender by filing with the Administrative
Agent and each Lender a certified copy of the resolutions of the board of directors of the Borrower giving effect to such designation.


 


“Securitization
Transaction” means any financing transaction or series of financing transactions that have been or may be entered into
by Holdings, the Borrower or any of its Subsidiaries pursuant to which such member of the Restricted Group may sell, convey or otherwise
transfer to any Person (including, without limitation, a Securitization Subsidiary) or may grant a security interest in any accounts
receivable, notes receivable, rights to future lease payments or residuals or other similar rights to payment (the “Securitization
Receivables”) (whether such Securitization Receivables are then existing or arising in the future) of such Person,
and any assets related thereto, including without limitation, all security interests in merchandise or services financed thereby, the
proceeds of such Securitization Receivables, and other assets which are customarily sold or in respect of which security interests are
customarily granted in connection with securitization transactions involving such assets.


 


“Security Agreement”
means, collectively, the Security Agreement dated as of the Closing Date executed by the Loan Parties, substantially in the form of Exhibit G
(as amended, restated, amended and restated, modified or otherwise supplemented from time to time), together with each other security
agreement supplement executed and delivered pursuant to Section 6.12.


 


“Security Agreement
Supplement” has the meaning specified in the Security Agreement.


 






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“Singapore Dollar”
and “SGD” means the lawful currency of the Republic of Singapore.


 


“SGD Rate”
means, for any Interest Period, the rate per annum for the relevant period displayed on the page “ABSIRFIX01” of the
Reuters Monitor Money Rates Service Screen under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING
AT 11 A.M. SINGAPORE TIME” or a comparable or successor rate, published by Reuters (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time).


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York Time) on the immediately succeeding
Business Day.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of debts and liabilities, including, without limitation, contingent
liabilities, subordinated or otherwise, of such Person, (b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such
debts and liabilities, subordinated, contingent or otherwise, as they become absolute and mature and (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of
all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability.


 


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website.


 


“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source
for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 






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“SPC”
has the meaning specified in Section 10.07(g).


 


“Special Purpose
Vehicle” means a trust, partnership, limited liability company, or other entity established by the Borrower or any of its
Restricted Subsidiaries to implement a Qualified Securitization Transaction.


 


“Specified Build
Own Operate Equipment” means any Build Own Operate Equipment with respect to which the Borrower has determined in good
faith that the granting of a Lien thereon in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to any of
the Collateral Documents would impair the ability of any Loan Party to secure third-party financing that is permitted under this Agreement
to finance all or any part of the purchase price or cost of design, construction, installation or improvement of such equipment; provided
that a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent
certifying as to such good faith determination.


 


“Specified Contract
Rights” means all right, title and interest of any Loan Party in and to, and all rights of any Loan Party arising under,
any Build Own Operate Contract, together with (i) all permits, licenses, certificates, consents and approvals (including, without limitation,
governmental approvals) necessary to satisfy such Loan Party’s obligations under the Build Own Operate Contract, (ii) all insurance
policies, books, records, correspondence, files and other documents relating to the Build Own Operate Contract, (iii) all cash and non-cash
proceeds of any of the foregoing and (iv) all claims of such Loan Party with respect thereto, but in each case only for so long as, and
to the extent that, (x) the foregoing assets (other than insurance policies) relate only to such Build Own Operate Contract and the equipment
or other property that is the subject thereof (and no other property of the Loan Party) and (y) the Indebtedness secured by such Lien
is permitted under Section 7.03(w)(ii).


 


“Specified Letter
of Credit” means the letter of credit no. 14569/S25536 issued by Royal Bank of Canada on September 11, 2014 with a face
amount of £500,000 for the benefit of HM Revenue & Custom.


 


“Specified Refinancing
Debt” means Indebtedness (or unfunded commitments in respect thereof) that is either unsecured or secured by Specified
Refinancing Liens, provided that: (A) an amount equal to the principal amount of such Indebtedness (or unfunded commitments in
respect thereof) is applied concurrently with the incurrence thereof to prepay the Loans pursuant to Section 2.05(b)(iii)
or any previously incurred Specified Refinancing Debt (or, in the case of unfunded commitments, to permanently reduce the commitments
under the Revolving Credit Facility); (B) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption
or sinking fund obligations prior to the Latest Maturity Date of all Classes of Commitments and Loans then in effect (other than customary
offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss, customary acceleration rights after
an event of default and, with respect to such Indebtedness incurred in the form of loans, customary amortization payments, subject to
clause (C) below); (C) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Classes
of Commitments and Loans then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life
to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans;
(D) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more
restrictive to Holdings, the Borrower and its Restricted Subsidiaries than those set forth in this Agreement (provided that a
certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business
Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such
terms and conditions satisfy the requirement set forth in this clause (D), shall be conclusive evidence that such terms and
conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five
(5) Business Day period); (E) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default
or Event of Default shall have occurred and be continuing; (F) there shall be no borrowers or guarantors in respect of such Indebtedness
that are not the Borrower or a Guarantor, and the borrower with respect to such Indebtedness shall be the borrower of the Indebtedness
being refinanced; and (G) if secured, such Indebtedness shall not be secured by any assets that do not constitute Collateral.


 






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“Specified Refinancing
Liens” means Liens on the Collateral securing Specified Refinancing Debt on a junior basis to, or a pari passu basis
with, the Liens securing the Obligations, provided that such Liens are granted under security documents to a collateral agent
for the benefit of the holders of such Specified Refinancing Debt that are not more restrictive to Holdings, the Borrower and its Restricted
Subsidiaries than the Collateral Documents (provided that a certificate of the Chief Financial Officer of the Borrower delivered
to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt,
together with a reasonably detailed description of the security documents with respect to such Specified Refinancing Debt or drafts of
such security documents, stating that the Borrower has determined in good faith that such security documents satisfy the requirement
set forth in the first proviso above, shall be conclusive evidence that such security documents satisfy such requirement unless the Administrative
Agent provides notice to the Borrower of its objection during such five (5) Business Day period) and are subject to the Intercreditor
Agreement or an intercreditor agreement that is reasonably satisfactory to the Administrative Agent and the Collateral Agent and that
is entered into among the Collateral Agent, such other collateral agent and the Loan Parties and which provides for lien sharing and
for the junior or pari passu treatment, as the case may be, of such Liens with and relative to the Liens securing the Obligations;
and, provided, further, that if such Specified Refinancing Debt is incurred in the form of loans, (x) such Indebtedness
is incurred pursuant to the Loan Documents in accordance with clause (v) or (vi) of the proviso following paragraph
(g) of Section 10.01 or (y) the Specified Refinancing Liens securing such Indebtedness shall be junior to the Liens securing
Obligations, subject to the Intercreditor Agreement or intercreditor arrangements customary for junior lien syndicated term loans and
otherwise reasonably satisfactory to the Administrative Agent and the Collateral Agent.


 


“Specified Representations”
means those representations made in Sections 5.01(a) and (b)(ii), 5.02(a), 5.04, 5.13, 5.17 (as evidenced
by the certificate delivered pursuant to Section 4.01(a)(xi)), 5.19 (subject to the last paragraph of Section 4.01),
5.20, 5.21, and 5.22.


 


“Specified Transaction”
means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Investment that results in a Person becoming
a Restricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary
of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another
Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether
by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or implementation of initiative not
in the ordinary course of business and described in reasonable detail in the officer’s certificate of the Borrower.


 






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“Spot Rate”
for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted
by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with Dollars through its principal
foreign exchange trading office; provided that the Administrative Agent or the applicable L/C Issuer may obtain such spot rate
from another financial institution designated by the Administrative Agent or the applicable L/C Issuer if the Person acting in such capacity
does not have as of the date of determination a spot buying rate for any such currency; and provided, further that the
applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any
Letter of Credit denominated in Euros, Sterling or any Alternative Currency.


 


“Standard Securitization
Obligations” means representations, warranties, covenants, indemnities, performance guarantees, and other obligations entered
into by Holdings, the Borrower or its Subsidiaries (other than any Securitization Subsidiary) which are reasonably customary in Securitization
Transactions.


 


“Sterling”
and “£” means the lawful currency of the United Kingdom.


 


“Subject Acquisition
Agreement” has the meaning specified in Section 2.14(f).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Subsidiary Guarantor”
means, collectively, the Restricted Subsidiaries of the Borrower that are Guarantors.


 


“Subsidiary Guaranty”
means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured
Parties, substantially in the form of Exhibit F-2 (as amended, restated, amended and restated, modified or otherwise supplemented
from time to time), together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12.


 






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“Supplemental Administrative
Agent” has the meaning specified in Section 9.14(a) and “Supplemental Administrative Agents”
shall have the corresponding meaning.


 


“Supported QFC”
has the meaning specified in Section 10.26.


 


“Sustainability
Adjustment Amount” means the amount (whether positive, negative or zero) determined by reference to the sustainability
targets set forth in the Sustainability Proposal achieved during the relevant Sustainability Reference Period as set forth in a table
to be included in the Sustainability Proposal in the form of Exhibit B hereto (the “Sustainability Adjustment Amount
Grid”).


 


“Sustainability
Adjustment Amount Grid” has the meaning specified in the definition of “Sustanability Adjustment Amount”.


 


“Sustainability
Coordinator” means ING Capital, LLC.


 


“Sustainability
Proposal” has the meaning specified in Section 2.18.


 


“Sustainability
Pricing Adjustment Period” means, after the effectiveness of the Sustainability Proposal, each period beginning on each
Applicable Sustainability Pricing Adjustment Date and ending on the immediately succeeding Applicable Sustainability Pricing Adjustment
Date.


 


“Sustainability
Reference Periods” means each of the following periods:


 


	Sustainability Reference Period	 
	(a)	Calendar Year
    2021
	(b)	Calendar Year
    2022
	(c)	Calendar Year
    2023
	(d)	Calendar Year
    2024


 





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


 






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


 


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


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


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


 


“Term Borrowing”
means a borrowing consisting of simultaneous Term Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having
the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).


 


“Term Commitment”
means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule
2.01 under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which
such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with the terms
of this Agreement. The aggregate Commitment of all Term Lenders shall be $475,000,000 on the Closing Date.


 


“Term ESTR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on ESTR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term ESTR Notice”
means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term ESTR Transition Event.


 






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“Term ESTR Transition
Event” means the determination by the Administrative Agent that (a) Term ESTR has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term ESTR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance
with Section 2.17 that is not Term ESTR.


 


“Term Facility”
means, at any time, (a) prior to the Closing Date, the aggregate Term Commitments of all Term Lenders at such time, and (b) thereafter,
the aggregate Term Loans of all Term Lenders at such time.


 


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


 


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


 


“Term Loan Arrangers”
means JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Citizens Bank, N.A. and BNP Paribas Securities Corp., in their capacities as
exclusive joint lead arrangers and joint bookrunners of the Term Facility.


 


“Term Note”
means a promissory note of the Borrower payable to any Term Lender, in substantially the form of Exhibit C-1 hereto, evidencing
the indebtedness of the Borrower to such Term Lender resulting from the Term Loans made or held by such Term Lender.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR Notice”
means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance
with Section 2.17 that is not Term SOFR.


 


“Threshold Amount”
means $35,000,000.


 


“Total Leverage
Ratio” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the
ratio of (x) Consolidated Funded Indebtedness (net of (i) cash and Cash Equivalents on hand that are not Restricted and (ii) cash and
Cash Equivalents restricted in favor of, without duplication, the Administrative Agent or any Lender) of the Borrower and its Restricted
Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative
Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial
statements have been delivered to the Administrative Agent and the Lenders pursuant to Sections 6.01(a) and (b).


 






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“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


“Total Revolving
Credit Outstandings” means the sum of the aggregate Outstanding Amount of all Revolving Credit Loans and the aggregate
Outstanding Amount of all L/C Obligations.


 


“Transaction Costs”
has the meaning specified in the definition of the “Transactions”.


 


“Transactions”
means, collectively, (a) the funding of the Term Loans and the Revolving Borrowing hereunder, (b) the execution and delivery of the Loan
Documents, (c) the consummation of the Refinancing, (d) the consummation of the Qualified Securitization Transaction in favor of PNC
Bank, N.A. and (e) the payment of all fees, premiums and expenses incurred in connection with the Transactions (the “Transaction
Costs”)


 


“Type”,
means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.


 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.26.


 


“UCP”
means, with respect to any Letter of Credit, the ‘Uniform Customs and Practice for Documentary Credits’, as most recently
published by the International Chamber of Commerce in its Publication No. 600 (or such later version thereof as may be acceptable to
the applicable L/C Issuer and in effect at the time of issuance of such Letter of Credit).


 


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


 


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


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Uniform Commercial
Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the
Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or
items of Collateral.


 






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“United States”
and “U.S.” mean the United States of America.


 


“Unreimbursed Amount”
has the meaning set forth in Section 2.03(c)(i).


 


“Unrestricted Subsidiary”
means (1) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the
Administrative Agent and the Collateral Agent; provided that the Borrower shall only be permitted to so designate a Subsidiary
as an Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default has occurred and is continuing
or would result therefrom, (b) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of
its Restricted Subsidiaries) through Investments as permitted by, and in compliance with, Section 7.02 and the designation
of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in
an amount equal to the fair market value as determined by the Borrower in good faith of the Borrower’s (as applicable) Investment
therein, (c) without duplication of clause (b), any assets owned by such Unrestricted Subsidiary at the time of the initial
designation thereof shall be treated as Investments pursuant to Section 7.02, (d) [reserved], (e) no Subsidiary may be designated
as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on
any property of, the Borrower or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (f)
no Securitization Subsidiary may be designated as an Unrestricted Subsidiary, (g) no Restricted Subsidiary may be designated as an Unrestricted
Subsidiary unless such Restricted Subsidiary does not have legal or beneficial ownership of, or an exclusive license to, any IP Rights
constituting Collateral, in each case, that is material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole
and the Borrower and its Restricted Subsidiaries shall not be permitted to transfer to any Unrestricted Subsidiary legal or beneficial
ownership of, or an exclusive license to, any IP Rights constituting Collateral, in each case, that is material to the business of the
Borrower and its Restricted Subsidiaries, taken as a whole; provided, that the foregoing shall not be deemed or interpreted to restrict
any exclusive licenses granted to a such Restricted Subsidiary for a legitimate business purpose that is only exclusive with respect
to a particular type or field (or types or fields) of usage or a certain territory or group of territories, in each case that does not
effectively result in the transfer of beneficial ownership of such IP Rights and (h) the Borrower shall have delivered to the Administrative
Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance
with the requirements of preceding clauses (a) through (f), and (2) any subsidiary of an Unrestricted Subsidiary.
The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary
Redesignation”); provided that (i) no Default or Event of Default has occurred and is continuing or would result
therefrom, (ii) any Indebtedness owed by such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.03 on
the date of such Subsidiary Redesignation, (iii) any Liens on the property or assets of such Unrestricted Subsidiary shall be permitted
to be incurred under Section 7.01 on the date of such Subsidiary Redesignation and (iv) the Borrower shall have delivered to the
Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying
compliance with the requirements of preceding clauses (i) through (iii). Notwithstanding the foregoing, any Unrestricted
Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. As
of the Closing Date, all Subsidiaries of the Borrower are Restricted Subsidiaries.


 






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“Voting Stock”
of any specified Person as of any date means the Equity Interests of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal
amount of such Indebtedness.


 


“wholly owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other
than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are
owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.


 


“Withholding Agent”
means the Borrower, any Loan Party, or the Administrative Agent, as applicable.


 


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


 


“Yield Differential”
has the meaning specified in Section 2.14(b)(iii). 


 


1.02         
Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document:


 


(a)              
The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 






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(b)              



 


(i)                
 The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.


 


(ii)             
Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.


 


(iii)           
The term “including” is by way of example and not limitation.


 


(iv)            
The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form.


 


(c)              
In the computation of periods of time from a specified date to a later specified date, the word “from” means
 “from and including”; the words “to” and “until” each mean “to but
excluding”; and the word “through” means “to and including”.


 


(d)              
Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.


 


1.03         
Accounting Terms.


 


(a)              
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 the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (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 provision amended in accordance herewith.
Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) 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 (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (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. If at any time
any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application
thereof (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue
to be computed in accordance with GAAP or the application thereof prior to such change therein and  the Borrower shall provide to
the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative
Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application
thereof.


 






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(b)              
Notwithstanding anything to the contrary contained in Section 1.03(a) or in the definition of “Capitalized Lease,”
any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards
Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar
arrangement conveying the right to use) as a capitalized lease where such lease (or similar arrangement) would not have been required
to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capitalized lease, and all calculations
and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 


1.04         
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated
by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which
such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05         
References to Agreements and Laws. Unless otherwise expressly provided herein, references to Organization Documents, agreements
(including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements
and other modifications are permitted by any Loan Document; and references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.


 


1.06         
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York Time.


 


1.07         
Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation
is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as specifically
provided in Section 2.12 or as described in the definition of Interest Period) or performance shall extend to the immediately
succeeding Business Day.


 


1.08         
Currency Equivalents Generally; Additional Alternative Currencies.


 


(a)     
Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan
Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount
to be determined at the rate of exchange quoted by JPM at the close of business on the Business Day immediately preceding any date of
determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount
in Dollars with such other currency.


 






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(b)              
The Administrative Agent or an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used
for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Euros, Sterling or any Alternative
Currency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by
Loan Parties hereunder or calculating financial ratios hereunder or except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar equivalent amount as so determined by the Administrative
Agent or the applicable L/C Issuer, as applicable (on the basis of the Spot Rate as of the applicable Revaluation Date). Wherever in
this Agreement in connection with a Borrowing, conversion, continuation or payment of a Eurocurrency Rate Loan or the issuance, amendment
or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing,
Eurocurrency Rate Loan or Letter of Credit is denominated in Euros, Sterling or an Alternative Currency, such amount shall be the relevant
Currency Equivalent of such Dollar amount (rounded to the nearest unit of Euros, Sterling or such Alternative Currency, with 0.5 of a
unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.


 


(c)              
The Borrower may from time to time request that Eurocurrency Rate Revolving Credit Loans be made and Letters of Credit be issued
in a currency other than Dollars, Euros, Sterling and those currencies specifically listed in clause (a) of the definition of
 “Alternative Currency”; provided that such requested currency is a lawful currency that is readily available and freely
transferable and convertible into Dollars. Each such request shall be subject to the approval of the Administrative Agent, the Revolving
Credit Lenders and the applicable L/C Issuer.


 


(d)              
Any such request shall be made to the Administrative Agent and, with respect to Letters of Credit, the applicable L/C Issuer not
later than 11:00 a.m. (New York Time) twelve (12) Business Days prior to the date of the desired Credit Extension (or such other time
or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable
L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify each Revolving Credit Lender of such request.
Each Revolving Credit Lender and the applicable L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m. (New York
Time) seven (7) Business Days after receipt of such request (or such other date and time as the Administrative Agent may determine in
a particular instance in its sole discretion) whether it consents, in its sole discretion, to the making of Eurocurrency Rate Revolving
Credit Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.


 






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(e)              
 Any failure by a Revolving Credit Lender or the applicable L/C Issuer, as the case may be, to respond to such request within
the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Credit Lender or such L/C Issuer,
as the case may be, to permit Eurocurrency Rate Revolving Credit Loans to be made or Letters of Credit to be issued in such requested
currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making Eurocurrency Rate Revolving Credit Loans
in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Revolving Credit Loans; and if the
Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative
Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder
for purposes of any Letter of Credit issued by such L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.08, the Administrative Agent shall promptly so notify the Borrower. Any specified
currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies shall be deemed an Alternative
Currency with respect to such Existing Letter of Credit only.


 


(f)               
For the avoidance of doubt, in the case of a Revolving Credit Loan denominated in Euro, Sterling or an Alternative Currency, except
as expressly provided herein, (i) all interest and fees shall accrue and be payable thereon based on the actual amount outstanding in
Euro, Sterling or such Alternative Currency (without any translation into the Dollar Equivalent thereof), (ii) all interest shall be
payable in Euro, Sterling or such Alternative Currency, as applicable and (iii) all fees shall be payable in Dollars.


 


1.09         
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that
with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Dollar Equivalent
of the stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is
in effect at such time.


 


1.10         
Pro Forma Calculations. Notwithstanding anything to the contrary herein, the First Lien Leverage Ratio, the Secured Leverage
Ratio and the Total Leverage Ratio shall be calculated (including, but not limited to, for purposes of Section 2.14) on a
Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation
relates, or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding
the foregoing, when calculating the Total Leverage Ratio and the First Lien Leverage Ratio, as applicable, for purposes of (a) determining
the applicable percentage of Excess Cash Flow set forth in Section 2.05, (b) determining actual compliance (and not Pro
Forma Compliance or compliance on a Pro Forma Basis) with the maximum First Lien Leverage Ratio pursuant to Section 7.11
and (c) determining the “Applicable Rate”, the events described in the definition of Pro Forma Basis (and corresponding
provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall
not be given Pro Forma Effect.


 






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1.11     
Basket Calculations. If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result
of either (x) fluctuations to Consolidated Total Assets for the most recently completed fiscal quarter after the last time such baskets
were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time
such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as
a result of such fluctuations; provided that, for the avoidance of doubt, the provisions of Section 1.08 shall otherwise
apply to such baskets, including with respect to determining whether any Lien, Investment, Indebtedness, Disposition, Restricted Payment
or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14 may be incurred or made at any
time under Article VII; provided, further, that, once incurred or made, the amount of such Lien, Investment, Indebtedness,
Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14
shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.


 


1.12     
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Credit Loan”) or by Type (e.g., a “Eurocurrency Rate Loan”) or by Class and
Type (e.g., a “Eurocurrency Revolving Credit Loan”). Borrowings also may be classified and referred to by Class (e.g.,
a “Revolving Credit Borrowing” or a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency
Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Credit Borrowing”).


 


1.13     
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 






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1.14     
Interest Rates; LIBOR Notification. The interest rate on a Loan denominated in dollars or an Alternative Currency may be
derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled
the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate
benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they
are calculated may change. 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. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”)
announced that: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings,
the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling
LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease: immediately after June 30, 2023, publication
of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease: immediately after December 31, 2021, the 1-month, 3-month
and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be provided
or, subject to consultation by the FCA, be provided on a changed methodology (or "synthetic") basis and no longer be representative
of the underlying market and economic reality they are intended to measure and that representativeness will not be restored: and immediately
after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA's consideration
of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are
intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not
change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition,
or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult
its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to
identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-In Election, Section 2.17(b) and (c) provide the mechanism for determining
an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.17(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 LIBOR or other rates in the definition of “LIBO Rate” (or “EURIBOR 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 2.17(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition
Event, a Term ESTR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming
Changes pursuant to Section 2.17(c), 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 the
EURIBOR Rate) or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 


Article
II

the COMMITMENTS and Credit Extensions


 


2.01     
The Loans.


 


(a)          
The Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make
a single term loan denominated in Dollars to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term
Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective
Term Commitments. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Term
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 






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(b)        
 The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally
agrees to make Revolving Credit Loans to the Borrower denominated in Dollars, Euros, Sterling or any other Alternative Currency from
time to time, on any Business Day until the Maturity Date applicable to the Revolving Credit Facility, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after
giving effect to any Revolving Credit Borrowing, (a) the Total Revolving Credit Outstandings shall not exceed the aggregate Revolving
Credit Commitments, (b) the Total Revolving Credit Outstandings denominated in any Alternative Currency shall not exceed the Alternative
Currency Sublimit with respect to such Alternative Currency and (c) the aggregate Outstanding Amount of the Revolving Credit Loans of
any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s
Revolving Credit Commitment. All Revolving Credit Loans shall be made by all Revolving Credit Lenders in accordance with their Pro Rata
Shares under the Revolving Credit Facility until the Maturity Date with regard to the Revolving Credit Facility. Within the limits of
each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving
Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or any other Alternative Currency,
as further provided herein.


 






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2.02     
Borrowings, Conversions and Continuations of Loans.


 


(a)          
(i) Term Loans and Incremental Term Loans. Each Borrowing of Term Loans or Incremental Term Loans, each conversion of Term
Loans or Incremental Term Loans from a Base Rate Loan to a Eurocurrency Rate Loan (or vice versa) and each continuation of Eurocurrency
Rate Term Loans or Eurocurrency Rate Incremental Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative
Agent, which may initially be given by telephone and promptly confirmed in writing by delivering to the Administrative Agent a written
Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, prior to the applicable time specified
in the immediately succeeding sentence. Each such notice must be received by the Administrative Agent not later than (A) with respect
to Borrowings of Term Loans on the Closing Date, 12:00 noon (New York Time) two Business Days prior to the Closing Date, (B) with respect
to Borrowings of Term Loans or Incremental Term Loans consisting of Eurocurrency Rate Loans, conversions of Term Loans or Incremental
Term Loans from one Type to the other and each continuation of Eurocurrency Rate Loans, 12:00 noon (New York Time) three (3) Business
Days prior to the requested date of such Borrowing, conversion or continuation or (C) with respect to Borrowings of Term Loans or Incremental
Term Loans consisting of Base Rate Loans, 12:00 noon (New York Time) on the requested date of such Borrowing; provided, however,
that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, three or six months in duration
as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not
later than 12:00 noon (New York Time) five (5) Business Days prior to the requested date of such Borrowing, conversion or continuation,
whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested
Interest Period is acceptable to all of them; provided, further that each Appropriate Lender shall be deemed to have consented
to such request unless it shall have objected thereto by 9:00 a.m. (New York Time) two (2) Business Days before the requested date of
such Borrowing. Not later than 12:00 noon (New York Time) three (3) Business Days before the requested date of such Borrowing, conversion
or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest
Period has been consented to by all the Appropriate Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans
shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of, or conversion to,
Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice
(whether telephonic or written) shall specify (1) whether the Borrower is requesting a Borrowing of Term Loans or Incremental Term Loans,
a conversion of Term Loans or Incremental Term Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (2) the
requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (3) the principal
amount of Term Loans or Incremental Term Loans to be borrowed, converted or continued, (4) the Type of Term Loans or Incremental
Term Loans to be borrowed or to which existing Term Loans or Incremental Term Loans are to be converted and (5) if applicable, the duration
of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan or Incremental Term Loan in a Committed
Loan Notice or if the Borrower fails to give a timely notice requesting a conversion, then the applicable Term Loans or Incremental Term
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period
or if the Borrower fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans, it will be deemed to have specified
an Interest Period of one (1) month.


 






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(ii)       
Revolving Credit Loans. Each Borrowing of Revolving Credit Loans denominated in Dollars, Euros, Sterling or any Alternative
Currency, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall
be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may initially be given by telephone and promptly
confirmed in writing by delivering to the Administrative Agent a written Committed Loan Notice, appropriately completed and signed by
a Responsible Officer of the Borrower, prior to the applicable time specified in the immediately succeeding sentence. Each such notice
must be received by the Administrative Agent not later than (A) (1) with respect to Borrowings of Eurocurrency Rate Loans denominated
in Dollars, conversions of Revolving Credit Loans denominated in Dollars from one Type to the other and each continuation of Eurocurrency
Rate Loans denominated in Dollars 12:00 noon (New York Time) three (3) Business Days and (2) with respect to Borrowings of Eurocurrency
Rate Loans denominated in Euros, Sterling or any other Alternative Currency, conversions of Revolving Credit Loans denominated in Euros,
Sterling or any Alternative Currency from one Type to the other and each continuation of Eurocurrency Rate Loans denominated in Euros,
Sterling or any Alternative Currency, 11:00 a.m. (local time in the place of the applicable currency) four (4) Business Days, (B) with
respect to Borrowings of Base Rate Loans in Dollars, 1:00 p.m. (New York Time) on the date of the proposed Borrowing, or (C) with respect
to conversions of Base Rate Loans to Eurocurrency Rate Loans, 12:00 noon (New York Time) three (3) Business Days prior to the requested
date of such conversion; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest
Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable
notice must be received by the Administrative Agent not later than 12:00 noon (New York Time) (1) with respect to any Eurocurrency Rate
Loans denominated in Dollars, five (5) Business Days prior to the requested date of such Borrowing, conversion or continuation or (2)
with respect to any Eurocurrency Rate Loans denominated in Euro, Sterling or any other Alternative Currency, six (6) Business Days prior
to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the
Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them; provided,
further that each Appropriate Lender shall be deemed to have consented to such request unless it shall have objected thereto by 9:00
a.m. (New York Time) two (2) Business Days before the requested date of such Borrowing. Not later than 12:00 noon (New York Time) (x)
with respect to any Eurocurrency Rate Loans denominated in Dollars, three (3) Business Days or (y) with respect to any Eurocurrency Rate
Loans denominated in an Euro, Sterling or any other Alternative Currency, four (4) Business Days, in each case, prior to the requested
date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone)
whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each Borrowing of Revolving Credit
Loans denominated in Dollars upon less than three (3) Business Days’ notice pursuant to this clause (ii)(B) shall be made as Base
Rate Loans only. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling
or any Alternative Currency shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as
provided in Sections 2.03(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000
or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (I) whether
the Borrower is requesting a Borrowing of Revolving Credit Loans, a conversion of Revolving Credit Loans from one Type to the other,
or a continuation of Eurocurrency Rate Loans, (II) the requested date of such Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (III) the principal amount of Revolving Credit Loans to be borrowed, converted or continued,
(IV) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, (V) the
currency of the Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted and (VI) if applicable,
the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency or Type of Revolving Credit Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure
to timely request a continuation of Loans denominated in Euros, Sterling or any Alternative Currency, such Loans shall be continued as
Eurocurrency Rate Loans denominated in Euros, Sterling or such Alternative Currency with an Interest Period of one month. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable
Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.


 






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(b)          
Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its
Pro Rata Share of the applicable Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans
described in Section 2.02(a).


 


(i)         
In the case of a Borrowing of Term Loans or Incremental Term Loans, each Appropriate Lender shall make the amount of its Term
Loan or Incremental Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than 12:00 noon (New York Time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower.


 


(ii)        
In the case of a Borrowing of Revolving Credit Loans, each Appropriate Lender shall make the amount of its Revolving Credit Loan
available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than the earlier
of (A) 11:00 a.m. (New York Time) in the case of Loans denominated in USD or 11:00 a.m. (local time in the place of the applicable currency)
in the case of Loans denominated in Sterling, Euro or an Alternate Currency and (B) the Applicable Time specified by the Administrative
Agent (and, in the case of this clause (B), no case later than 9:00 a.m. (New York Time)) in the case of any Eurocurrency Rate
Revolving Credit Loan, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing
is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to
the payment in full of any such L/C Borrowing and second, to the Borrower as provided above.


 


(c)          Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan unless the Borrower pays the amount due under Section 3.05 in connection therewith. During the existence
of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans denominated in Dollars, Euros or Sterling
and the Required Lenders may demand that any or all of the then outstanding Loans be prepaid and/or any or all of the then outstanding
(x) Eurocurrency Rate Loans denominated in Dollars be converted into Base Rate Loans or (y) Eurocurrency Rate Loans denominated in Euros,
Sterling or any Alternative Currency be converted into Eurocurrency Rate Loans having an Interest Period of one (1) month, in each case
on the last day of the then current Interest Period with respect thereto or on such other day as the Required Lenders may demand.


 






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(d)         
The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, the
Screen Rate and the Spot Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base
Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in
determining the Base Rate promptly following the announcement of such change.


 


(e)         
After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans, or Revolving Credit
Loans from one Type to the other, and all continuations Term Loans or Revolving Credit Loans as the same Type, there shall not be more
than ten (10) Interest Periods in effect.


 


(f)          
The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.


 


2.03      
Letters of Credit.


 


(a)         
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees,
in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower set forth in this Section 2.03 and
elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any
Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated
in Dollars, Euros, Sterling or an Alternative Currency (including, with respect to any Alternative Currency, the Dollar Equivalent of
such Alternative Currency) at the request of and for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend
Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters
of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower
or its Restricted Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to
any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension,
(w) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments of all Revolving Credit Lenders,
(x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Credit Commitment (after giving effect to the addition
of any Additional Arrangers), (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the
conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such
L/C Credit Extension. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and reimbursed. On the Closing Date, any Letters of Credit (including
the Specified Letter of Credit) that were issued by any L/C Issuer under the Existing Credit Agreement prior to the Closing Date and
then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower for all purposes
under this Agreement without need for any further action by the Borrower or any other Person, and shall be governed by the terms and
conditions of this Agreement; provided that Royal Bank of Canada shall be under no obligation to renew, extend or amend the Specified
Letter of Credit.


 






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(ii)       
No L/C Issuer shall be under any obligation to make any L/C Credit Extension if:


 


(A)        
any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such
L/C Issuer from making such L/C Credit Extension, or any Law applicable to such L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such
L/C Issuer refrain from, the issuance of letters of credit or financial accommodations generally or such L/C Credit Extension in particular
(it being acknowledged and agreed that an L/C Issuer shall be entitled to cancel any outstanding Letter of Credit issued by such L/C
Issuer if any such order, judgment or decree or any such Law, request or directive shall apply to such Letter of Credit) or shall impose
upon such L/C Issuer with respect to letters of credit or financial accommodations generally or such L/C Credit Extension any restriction,
reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date,
or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date;


 


(B)         
subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than a Letter of Credit
in the form of a financial accommodation, which may have a longer expiry date as agreed by the applicable L/C Issuer and, if such longer
expiry date is after the Maturity Date with respect to the Revolving Credit Facility, the Administrative Agent and the Required Revolving
Lenders) would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Revolving Lenders,
the Administrative Agent and such L/C Issuer have approved such expiry date;


 






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(C)        
 the expiry date of any requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Credit Lenders, the Administrative Agent and such L/C Issuer have approved such expiry date;


 


(D)        
such L/C Credit Extension would violate one or more policies of such L/C Issuer now or hereafter in effect or the Borrower shall
not have complied with Section 10.21(b) with respect to such L/C Credit Extension;


 


(E)         
such Letter of Credit is in an initial stated amount less than $5,000, in the case of a commercial or documentary Letter of Credit
or a Letter of Credit in the form of a guarantee, warranty, bond or a similar instrument, or $100,000, in the case of a standby Letter
of Credit, or such Letter of Credit is to be denominated in a currency other than Dollars, Euros, Sterling or any Alternative Currency;


 


(F)         
the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the
date of such L/C Credit Extension; or


 


(G)         
any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the
delivery of Cash Collateral, satisfactory to the applicable L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate
the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iii)) with
respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all
other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(iii)      
No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.


 


(iv)     
Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative
Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to each L/C Issuer.


 


(v)       
It is agreed that, in the case of the issuance of any commercial or documentary Letter of Credit, such commercial or documentary
Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.


 






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(b)         
Procedures for Issuance and Amendment of Letters of Credit; Expiration Date.


 


(i)        
 Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable
L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application appropriately completed and signed
by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative
Agent not later than 2:00 p.m. (New York Time) at least five (5) Business Days (or such later date and time as such L/C Issuer and
the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address
of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text
of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the currency in which such Letter of Credit
is to be denominated and (H) whether the Letter of Credit is issued for the account of the Borrower or a Restricted Subsidiary (and identifying
such Restricted Subsidiary), provided that the Borrower shall be a co-applicant, and therefore jointly and severally liable, with
respect to each Letter of Credit issued for the account of a Restricted Subsidiary; and (I) such other matters as the applicable L/C
Issuer may reasonably request (including the form of the requested Letter of Credit). In the case of a request for an amendment of any
outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable
L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the
nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may reasonably request.


 


(ii)       
Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower
and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer of confirmation
from the Administrative Agent that the requested L/C Credit Extension is permitted in accordance with the terms hereof (including the
satisfaction of the conditions precedent set forth in Section 4.02), then, subject to the terms and conditions hereof, such L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment,
as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an
amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.


 






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(iii)      
Each Letter of Credit shall expire at or prior to the close of business on the earlier of (A) the date one year (unless otherwise
agreed upon by the Borrower and the applicable L/C Issuer in their sole discretion) after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable
L/C Issuer in their sole discretion) after such renewal or extension) and (B) the date that is five Business Days prior to the Maturity
Date with respect to the Revolving Facility; provided, that any Letter of Credit with a one year tenor may provide for automatic
renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause
(B) of this paragraph (iii)) so long as such Letter of Credit permits the applicable L/C Issuer to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued;
provided, further, that if the L/C Issuer and the Administrative Agent each consent in their sole discretion, the expiration
date on any Letter of Credit may extend beyond the date referred to in clause (B) above; provided, that (x) if any such
Letter of Credit is outstanding or the expiration date is extended to a date that is later than five Business Days prior to the Maturity
Date with respect to the Revolving Facility for such Class the Borrower shall Cash Collateralize each such R/C Facility Letter of Credit
on or prior to the date that is five Business Days prior to the Maturity Date with respect to the Revolving Facility or, if later, such
date of issuance and (y) each Revolving Credit Lender’s participation in any undrawn Letter of Credit that is outstanding
on the Maturity Date with respect to the Revolving Facility shall terminate on the Maturity Date with respect to the Revolving Facility.


 


(iv)      
Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete
copy of such Letter of Credit or such amendment. The Administrative Agent will promptly notify each Revolving Credit Lender of such
issuance or amendment and the amount of such Revolving Credit Lender’s Pro Rata Share therein, and upon a specific request
by any Revolving Credit Lender, furnish to such Revolving Credit Lender details of such Letter of Credit or such amendment.


 






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(c)         
Drawings and Reimbursements; Funding of Participations.


 


(i)         
Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable
L/C Issuer shall notify the Borrower and the Administrative Agent thereof. If such L/C Issuer notifies the Borrower of such payment prior
to 11:00 a.m. (New York Time) on the date of any payment by such L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrower shall (provided that, in the case of any Letter of Credit denominated in Euros, Sterling or
an Alternative Currency, the applicable L/C Issuer has notified the Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof, but in no event later than 11:00 a.m. (New York Time) one Business Day after such payment) reimburse
the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than one Business
Day thereafter; provided, that if such notice is not provided to the Borrower prior to 11:00 a.m. (New York Time) on the
Honor Date, then the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such
drawing no later than 11:00 a.m. (New York Time) on the second succeeding Business Day and such extension of time shall be reflected
in computing fees and interest (including interest accruing from and after the date of drawing to but excluding the date of reimbursement
(if not reimbursed on the date of drawing) at the per annum rate of interest applicable to a Revolving Credit Loan that is (x) in
the case of any Letter of Credit denominated in Dollars, a Base Rate Loan and (y) in the case of any Letter of Credit denominated
in Euros, Sterling or an Alternative Currency, a Eurocurrency Rate Loan) in respect of any such Letter of Credit. If the Borrower fails
to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor
Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter
of Credit denominated in Euros, Sterling or an Alternative Currency) (the “Unreimbursed Amount”), and the amount
of such Revolving Credit Lender’s Pro Rata Share thereof; provided that, in respect of any honored drawing in an amount
less than $500,000, the Borrower shall reimburse the applicable L/C Issuer for such amount in cash and shall not be entitled to reimburse
such drawing in accordance with this and the immediately succeeding sentences of this Section 2.03(c)(i). In such event, the Borrower
shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans with respect to each Letter of Credit denominated in
Dollars or Eurocurrency Rate Loans with respect to each Letter of Credit denominated in Euros, Sterling or an Alternative Currency to
be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, but subject to (x) the proviso
in the immediately preceding sentence, (y) the amount of the unutilized portion of the Revolving Credit Commitments (and, with respect
to such Eurocurrency Rate Loans denominated in an Alternative Currency, the unutilized portion of the Alternative Currency Sublimit with
respect to such Alternative Currency) and (z) the conditions set forth in Section 4.02 (other than the delivery of a
Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.


 


(ii)        
Each Revolving Credit Lender (including each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i)
make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable
L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than
1:00 p.m. (New York Time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions
of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate
Loan with respect to each Letter of Credit denominated in Dollars or Eurocurrency Rate Loan with respect to each Letter of Credit denominated
in Euros, Sterling or an Alternative Currency to the Borrower in such amount. The Administrative Agent shall promptly remit the funds
so received to the applicable L/C Issuer.


 






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(iii)       
With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans with respect
to each Letter of Credit denominated in Dollars or Eurocurrency Rate Loans with respect to each Letter of Credit denominated in Euros,
Sterling or an Alternative Currency because the conditions set forth in Section 4.02 cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest
at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable
L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.


 


(iv)       
Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c)
to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro
Rata Share of such amount shall be solely for the account of such L/C Issuer.


 


(v)        
Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of
a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse
the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest
as provided herein.


 


(vi)       
If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled
to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from
the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum
equal to the greater of the Federal Funds Rate from time to time in effect and a rate reasonably determined by such L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily
charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the
amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant
L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative
Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.


 






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(d)          
Repayment of Participations.


 


(i)         
If, at any time after an L/C Issuer has made a payment under any Letter of Credit issued by it and has received from any Revolving
Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative
Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative
Agent.


 


(ii)        
If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i)
is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement
entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account
of such L/C Issuer its Pro Rata Share thereof on demand of such L/C Issuer or the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.


 


(e)          
Obligations Absolute. The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each
Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including the following:


 


(i)         
any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating
thereto;


 


(ii)     
the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable
L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of
Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)       
any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such Letter of Credit;


 






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(iv)      
any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does
not comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law;


 


(v)        
any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from
the Guaranty or any other Guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit;


 


(vi)       
any adverse change in the relevant exchange rates or in the availability of Euros, Sterling or the relevant Alternative Currency
to the Borrower or in the relevant currency markets generally; or


 


(vii)      
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge of, the Borrower.


 


The Borrower shall promptly examine a copy of
each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s
instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer. The Borrower shall be conclusively deemed
to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.


 


(f)          
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable
L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the applicable L/C Issuer, any Agent-Related Person nor any of the respective
correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct of such Person as determined by a court of
competent jurisdiction in a final, non-appealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of
the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit or any proceeds thereof; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies
as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, any Agent-Related
Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any
of the matters described in clauses (i) through (vii) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer
may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which have been determined by a court of competent jurisdiction in a final, non-appealable judgment to have
been caused by such L/C Issuer’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing,
the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, 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 and such L/C Issuer shall not be responsible for the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder
or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.


 






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(g)        
Applicability of ISP98, UCP and Other Rules. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower
or when it is amended with the consent of the beneficiary thereof, with respect to each Letter of Credit that is a standby letter of
credit, the rules of the ISP shall apply to such Letter of Credit that is a standby letter of credit and with respect to each Letter
of Credit that is a commercial or documentary letter of credit, the rules of the UCP shall apply to such Letter of Credit that is a commercial
or documentary letter of credit. Such rules as determined by the L/C Issuer in consultation with the Borrower shall apply to each Letter
of Credit that is a bank guarantee, guarantee, performance bond, advance payment guarantee or bond, warranty, bid guarantee or bond or
any other similar guarantee, indemnity or other financial accommodation requested by the Borrower and consented to by the Administrative
Agent and the applicable L/C Issuer.


 


(h)         
Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender
in accordance with its Pro Rata Share, a Letter of Credit fee (the “L/C Fee”) for each Letter of Credit which
shall accrue at the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Facility times
the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect
under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided,
however, that (i) any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as
to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03
and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the
upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iii)2.16(a)(iv)
shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments
in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iii)2.16(a)(iv), with
the balance of such L/C Fee, if any, payable to the applicable L/C Issuer for its own account and (ii) for the avoidance of doubt, the
L/C Fee shall be due and payable in full regardless of whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized.
Such L/C Fee shall be computed on a quarterly basis in arrears. L/C Fees accrued through and including the last day of March, June, September
and December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the Letter
of Credit Expiration Date, commencing on the first such date to occur after the issuance of such Letter of Credit; provided that any
L/C Fees accruing after the Letter of Credit Expiration Date shall be payable on demand. If there is any change in the Applicable Rate
during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 






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(i)          
Fronting Fee. The Borrower shall pay to the Administrative Agent for the account of the L/C Issuers, a fronting fee in
respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit
to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the Dollar Equivalent of the
daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit
or any drawing thereunder, such L/C Issuer’s customary documentary and processing fees and charges, in each case, computed on the
basis of the actual number of days elapsed in a year of 360 days. Fronting fees accrued through and including the last day of March,
June, September and December of each year shall be payable on the fifteenth (15th) day following such last day, commencing
on the first such date to occur after the Closing Date; provided that all such fees shall be payable in immediately available
funds on the Letter of Credit Expiration Date and any such fees accruing after the Letter of Credit Expiration Date shall be payable
on demand. Once paid, the fronting fee shall not be refundable under any circumstances.


 


(j)          
Other Letters of Credit. The Borrower shall request a Letter of Credit pursuant to clause (b) of the definition thereof
by notifying each of the Administrative Agent and the applicable L/C Issuer in writing not later than 11:00 a.m. (New York Time) at least
ten (10) Business Days (or such later date and time as such L/C Issuer and the Administrative Agent may agree in a particular instance
in their sole discretion) prior to the proposed issuance date of such Letter of Credit of its request for such issuance and specifying
in such notice (i) the proposed issuance date of such Letter of Credit (which shall be a Business Day); (ii) the proposed amount thereof;
(iii) the proposed type of such Letter of Credit; (iv) the proposed expiry date thereof; (v) the proposed name and address of the
beneficiary thereof; (vi) the proposed documents to be presented by such beneficiary in case of any drawing thereunder; (vii) the proposed
full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (viii) in the case of a Letter
of Credit denominated in Euro, Sterling or an Alternative Currency, the proposed currency in which such Letter of Credit is to be denominated.
Each of the Administrative Agent and the applicable L/C Issuer may, in its sole discretion, agree to such Letter of Credit by notifying
the Borrower in writing not later than 11:00 a.m. (New York Time) at least five (5) Business Days prior to the proposed issuance date
of such Letter of Credit (or such later date and time as such L/C Issuer and the Administrative Agent may agree in a particular instance
in their sole discretion); provided that (A) the consent of each of the Administrative Agent and the applicable L/C Issuer shall
be required with respect to each such Letter of Credit, which consent may be withheld in the Administrative Agent’s and the applicable
L/C Issuer’s discretion and (B) if the Administrative Agent or the applicable L/C Issuer shall not have notified the Borrower within
such time period, the Administrative Agent or the applicable L/C Issuer shall be deemed to have declined to consent to such Letter of
Credit. None of the Administrative Agent or any L/C Issuer shall be obligated to consent to such Letter of Credit, unless it so consents
in its sole discretion.


 






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(k)         
Revaluation of Letters of Credit in Euros, Sterling or Alternative Currencies. If any Letter of Credit is denominated in
Euros, Sterling or an Alternative Currency, the applicable L/C Issuer with respect to such Letter of Credit shall, on each Revaluation
Date and otherwise from time to time in such L/C Issuer’s discretion, recalculate the Dollar Equivalent of such Letter of Credit
by notionally converting into Dollars the outstanding amount of such Letter of Credit on the basis of the Spot Rate on the date of calculation
and notify the Administrative Agent of such recalculated amount. The Borrower shall, if requested by the Administrative Agent within
five (5) days of its receipt of notice of any calculation pursuant to the immediately preceding sentence, prepay the Total Revolving
Credit Outstandings in accordance with Section 2.05(b)(iv) to prevent the Dollar Equivalent of the Total Revolving Credit Outstandings
exceeding the aggregate Revolving Credit Commitments following any adjustment to the Dollar Equivalent pursuant to the immediately preceding
sentence.


 


(l)          
Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any
Letter of Credit Application, the terms hereof shall control.


 


(m)        
Additional L/C Issuers. The Borrower may, at any time and from time to time with the consent of the Administrative Agent
(which consent shall not be unreasonably withheld) and such Revolving Credit Lender, designate one or more additional Revolving Credit
Lenders to act as an L/C Issuer under the terms of the Agreement. Any Revolving Credit Lender designated as an L/C Issuer pursuant to
this Section 2.03(m) shall be deemed to be an “L/C Issuer” (in addition to being a Revolving Credit Lender) in respect
of Letters of Credit issued or to be issued by such Revolving Credit Lender, and, with respect to such Letters of Credit, such term shall
thereafter apply to the other L/C Issuers and such Revolving Credit Lender. The acceptance of any designation as an L/C Issuer hereunder
by a Revolving Credit Lender shall be evidenced by an agreement entered into by such Revolving Credit Lender, in a form reasonably satisfactory
to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement,  such Revolving Credit Lender
shall have all the interests, rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents and  references
herein and in the other Loan Documents to the term “L/C Issuer” shall be deemed to refer to such Revolving Credit Lender
in addition to any other L/C Issuers, as the context shall require. The Administrative Agent shall notify the Revolving Credit Lenders
of any such additional L/C Issuer. At any time there is more than one L/C Issuer hereunder, the Borrower may, in its discretion, select
which L/C Issuer is to issue any particular Letter of Credit.


 






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(n)        
 Resignation or Replacement of an L/C Issuer. Any L/C Issuer may resign at any time by giving thirty (30) days’ prior
written notice to the Administrative Agent, the Lenders and the Borrower. An L/C Issuer may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the replaced L/C Issuer (provided that the replaced L/C Issuer shall not be required to
execute or deliver any written agreement if the replaced L/C Issuer has no Letters of Credit or reimbursement obligations with respect
thereto outstanding) and the successor L/C Issuer. On the date of effectiveness of such resignation, the Borrower shall pay all accrued
and unpaid fees to the resigning L/C Issuer pursuant to Section 2.03(i). After its resignation as an L/C Issuer hereunder, (i)
the resigning L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer set forth
in this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but,
after receipt by the Administrative Agent, the Lenders and the Borrower of notice of resignation from an L/C Issuer, such L/C Issuer
shall not be required, and shall be discharged from its obligations, to issue additional Letters of Credit or extend or increase the
amount of Letters of Credit then outstanding, without affecting its rights and obligations with respect to Letters of Credit previously
issued by it, and (ii) the provisions of Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was an L/C Issuer under this Agreement. The Administrative Agent shall notify
the Revolving Credit Lenders of any such replacement of an L/C Issuer or any such additional L/C Issuer.


 


2.04      
[Reserved].


 


2.05      
Prepayments.


 


(a)         
Optional.


 


(i)         
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Loans
in whole or in part without premium or penalty (subject to Section 2.05(d)); provided that such notice must be received
by (A) with respect to prepayments of any Class of Term Loans or Incremental Term Loans, the Administrative Agent not later than 2:00 p.m.
(New York Time) (x) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (y) one (1) Business Day prior
to the date of prepayment of Base Rate Loans or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative
Agent not later than 10:00 a.m. (New York Time) on the Business Day of such prepayment, in the case of each of Eurocurrency Rate Loans
and Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple
of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple
of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurocurrency Rate Loans are
to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt
of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata
Share of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be
accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject
to Section 2.16, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied
in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term
Loans pursuant to Sections 2.07(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the
Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Revolving Credit Loans made pursuant to this Section
2.05(a) at a time when Revolving Credit Loans of more than one Class remain outstanding shall be paid to the Lenders in accordance
with their respective Pro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d).


 






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(ii)       
Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under
Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing
shall not be consummated or shall otherwise be delayed.


 


(iii)       
Voluntary Non-Pro-Rata Prepayments.


 


(A)        
Notwithstanding anything to the contrary herein, any Borrower Purchasing Party shall have the right at any time and from time
to time to prepay any Class of Term Loans at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted
Voluntary Prepayment”) without premium or penalty (but subject to Section 3.05) pursuant to the procedures described
in this Section 2.05(a)(iii), provided that, on the date of any such Discounted Voluntary Prepayment, such Borrower Purchasing
Party shall deliver to the Administrative Agent a certificate of a Responsible Officer stating (1) that no Default or Event of Default
has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or
amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary
Prepayment contained in this Section 2.05(a)(iii) has been satisfied, (3) the aggregate principal amount of Term Loans so prepaid
pursuant to such Discounted Voluntary Prepayment, (4) such Borrower Purchasing Party shall not use the proceeds of any Credit Extension
under the Revolving Credit Facility to acquire such Term Loans and (5) that such Borrower Purchasing Party does not have any material
non-public information with respect to Holdings, the Borrower, or any of its Subsidiaries or any of their respective securities that
either (A) has not been disclosed to the Lenders (other than Lenders that do not wish to receive such information) or has not otherwise
been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or
(B) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings,
the Borrower and the Restricted Subsidiaries.


 






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(B)      
 To the extent any Borrower Purchasing Party seeks to make a Discounted Voluntary Prepayment, such Borrower Purchasing Party will
provide written notice to the Administrative Agent substantially in the form of Exhibit K hereto (each, a “Discounted
Prepayment Option Notice”) that such Borrower Purchasing Party desires to prepay Term Loans in each case in an aggregate
principal amount specified therein by such Borrower Purchasing Party (each, a “Proposed Discounted Prepayment Amount”),
in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term
Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The Discounted Prepayment Option
Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount
for the Term Loans, (B) a discount range (which may be a single percentage) selected by such Borrower Purchasing Party with respect to
such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the “Discount
Range”); provided that such Borrower Purchasing Party may elect not to include a Discount Range in the Discounted
Prepayment Option Notice and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted
Voluntary Prepayment which shall be at least five (5) Business Days following the date of the Discounted Prepayment Option Notice (the
 “Acceptance Date”).


 


(C)         
Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify all Term Lenders. On or
prior to the Acceptance Date, each such Term Lender may specify by written notice substantially in the form of Exhibit L hereto
(each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable
Discount”), which Acceptable Discount shall be within the Discount Range, if the Discount Range is specified in the Discounted
Prepayment Option Notice (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value
of the Loans to be prepaid), and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent)
of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable
Discount (the “Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Offered Loans
specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent and the applicable Borrower Purchasing
Party, acting jointly, shall determine the applicable discount for the Term Loans (the “Applicable Discount”),
which Applicable Discount shall be (A) the percentage specified by such Borrower Purchasing Party if such Borrower Purchasing Party has
selected a single percentage pursuant to Section 2.05(a)(iii)(B) for the Discounted Voluntary Prepayment or (B) otherwise, the
highest Acceptable Discount at which such Borrower Purchasing Party can pay the Proposed Discounted Prepayment Amount in full (determined
by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided,
however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount,
the Applicable Discount shall be (x) the highest Acceptable Discount within the Discount Range or (y) if no Discount Range was specified
in the Discounted Prepayment Option Notice, the highest Acceptable Discount acceptable to such Borrower Purchasing Party. The Applicable
Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying
Loans. Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance
Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value
within the Applicable Discount.


 






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(D)        
The applicable Borrower Purchasing Party shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective
portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is
equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided
that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed
the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by
applying the Applicable Discount, such Borrower Purchasing Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders
based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative
Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less
than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, in each case calculated by applying
the Applicable Discount, such Borrower Purchasing Party shall prepay all Qualifying Loans.


 


(E)         
Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as
the Administrative Agent and the applicable Borrower Purchasing Party shall reasonably agree, given the time required to calculate the
Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth in Section
3.05), upon irrevocable notice substantially in the form of Exhibit M hereto (each a “Discounted Voluntary Prepayment
Notice”), delivered to the Administrative Agent no later than 12:00 noon (New York Time), one (1) Business Day prior to
the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment
and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified
in such notice shall be due and payable to the applicable Qualifying Lenders, subject to the Applicable Discount on the applicable Loans,
on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount
prepaid.


 






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(F)         
To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures
(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with
Section 2.05(a)(iii)(C) above) established by the Administrative Agent in consultation with the applicable Borrower Purchasing
Party.


 


(G)         
Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the applicable
Borrower Purchasing Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option
Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation
Notice.


 


(H)          
For the avoidance of doubt, each Discounted Voluntary Prepayment shall, for purposes of this Agreement, be deemed to be an automatic
and immediate cancellation and extinguishment of the Term Loans prepaid. With respect to each Discounted Voluntary Prepayment, (1) the
applicable Borrower Purchasing Party shall pay all accrued and unpaid interest, if any, on the par principal amount of the applicable
Loans to the date of the Discounted Voluntary Prepayment and, if any Eurocurrency Rate Loan is prepaid on a date other than the scheduled
last day of the Interest Period applicable thereto, such Borrower Purchasing Party shall also pay any amounts owing pursuant to Section
3.05 and (2) such Discounted Voluntary Prepayment shall not change the scheduled amortization of the Term Loans required by Section
2.07, except to reduce the amount outstanding and due and payable on the Maturity Date of the Class of Term Loans subject to such
Discounted Voluntary Prepayment (and such reduction, for the avoidance of doubt, shall only apply, on a non-pro-rata basis, to the Term
Loans that are the subject of such Discounted Voluntary Prepayment).


 


(iv)       
In connection with any voluntary prepayment of any Class of Loans pursuant to this Section 2.05(a), such voluntary prepayment
shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a
manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05.


 






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(b)         
Mandatory.


 


(i)       
Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and
the related Compliance Certificate has been delivered pursuant to Section 6.02(a), beginning with the first full fiscal year
ended after the Closing Date, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as
may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements commencing
with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of (x) voluntary principal prepayments
of the Loans pursuant to Section 2.05(a)(i) (except prepayments of Revolving Credit Loans unless accompanied by a corresponding
permanent commitment reduction of the Revolving Credit Facility) and (y) the aggregate amount of voluntary principal prepayments of Permitted
Pari Ratio Debt minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection
with all Discounted Voluntary Prepayments pursuant to Section 2.05(a)(iii) minus (D) the aggregate amount of Capital Expenditures
made in cash from operations by the Loan Parties during such fiscal year (or, at the Borrower’s option, after the end of the relevant
fiscal year but prior to the time such prepayment under this Section 2.05(b)(i) is due; provided that to the extent the
Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent fiscal year’s
calculation) and other than to the extent that any such prepayment is funded with the proceeds of long-term Indebtedness (other than
revolving Indebtedness) minus (E) the aggregate amount of cash consideration paid by the Loan Parties in connection with Permitted
Acquisitions or similar Investments during such fiscal year (or, at the Borrower’s option, after the end of the relevant fiscal
year but prior to the time such prepayment under this Section 2.05(b)(i) is due; provided that to the extent the Borrower
exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent fiscal year’s calculation)
and other than to the extent that any such prepayment is funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness);
provided that such percentage shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal
year was less than 3.00:1.00 or 2.50:1.00, respectively.


 


(ii)         
(A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any
property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c),
(d), (e), (f), (h), (i), (j), (k) or (l)) or (y) any Casualty Event occurs, and
any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization
or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of $1,000,000 (any such transaction or series
of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all
other Relevant Transactions occurring in the same fiscal year of the Borrower, would result in the realization or receipt by the Borrower
and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the
Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election
may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount
equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof
by the Borrower or such Restricted Subsidiary.


 






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(B)         
With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than as specifically excluded
in Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall
have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash
Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds
(or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following
receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided,
however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment
election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this
Section 2.05.


 


(iii)      
Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any
Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate
principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received promptly, and in any event within one (1) Business
Day, of receipt thereof by the Borrower or such Restricted Subsidiary.


 


(iv)       
[Reserved.]


 


(v)        
If for any reason (i) the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then
in effect or (ii) the Total Revolving Credit Outstandings denominated in any Alternative Currency at any time exceed 103% of the Alternative
Currency Sublimit with respect to such Alternative Currency, the Borrower shall prepay Revolving Credit Loans and/or Cash Collateralize
the L/C Obligations, promptly, and in any event within one (1) Business Day, in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v)
unless after the prepayment in full of the Revolving Credit Loans and the Total Revolving Credit Outstandings exceed the aggregate
Revolving Credit Commitments then in effect. Notwithstanding anything herein to the contrary, (x) if on any date the Administrative Agent
shall determine in its sole discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed
the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such
excess and the Borrower shall, if the amount of such excess is 5% or more of the aggregate Revolving Credit Commitments, within three
(3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in
the order and in the manner provided in this Section 2.05(b)(v) in an amount sufficient to cause such excess to not exceed
5% of the aggregate Revolving Credit Commitments and (y) if on any Revaluation Date the Administrative Agent shall determine in its sole
discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit
Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall,
within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C
Obligations in the order and in the manner provided in this Section 2.05(b)(v).


 






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(vi)           Subject
to Sections 2.14(b)(ii) and 2.16, each prepayment of Loans pursuant to this Section 2.05(b) (other than
Section 2.05(b)(v)) shall be applied pro rata among (x) the Term Facility and (y) unless otherwise provided in the documentation
governing any Incremental Term Loans, any Incremental Term Loans (or, in the case of a Specified Refinancing Debt, to a Facility or Facilities
designated by the Borrower to be refinanced with the proceeds thereof and allocated among such Facilities, as specified by the Borrower)
(and within any Class of the Term Facility and the Incremental Term Loans on a pro rata basis to the applicable Lenders of such Class)
and (i) in the case of the Term Facility, to the principal repayment installments thereof, first, in direct order of maturities,
to the eight (8) next succeeding quarterly principal repayment installments of the Term Facility that are due pursuant to Section 2.07,
second, on a pro rata basis, to the other principal repayment installments of the Term Facility that are due pursuant to
Section 2.07 (excluding the installment due on the Maturity Date of each Class of Term Loans under the Term Facility) and,
third, to the principal repayment installment of the Term Facility that is due pursuant to Section 2.07 on
the Maturity Date of each Class of Term Loans under the Term Facility and (ii) in the case of each Incremental Term Loan Tranche, as
set forth in the Incremental First Lien Commitments Amendment with respect to such Incremental Term Loan Tranche; and each such prepayment
shall be paid to the Term Lenders and the Incremental First Lien Lenders in accordance with their respective Pro Rata Shares.


 


(vii)          Funding
Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment
of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency
Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as
no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under
this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion,
deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day
of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from
the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b).
Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any
further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding
Loans in accordance with this Section 2.05(b).


 






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(viii)         Foreign
Dispositions. Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net
Cash Proceeds of any Disposition by a Foreign Subsidiary (a “Foreign Disposition”) or Excess Cash Flow attributable
to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of
such Net Cash Proceeds or such Excess Cash Flow so affected (any such portion being “Restricted Proceeds”)
will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the
applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States
(the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local
law to permit such repatriation), and once such repatriation of any of such Restricted Proceeds is permitted under the applicable local
law, such repatriation will be immediately effected and such repatriated Restricted Proceeds will be promptly (and in any event not later
than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof)
to the repayment of the Loans pursuant to this Section 2.05(b) and (ii) to the extent that the Borrower has determined in
good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Excess Cash Flow attributable to Foreign
Subsidiaries would have material adverse tax cost consequences with respect to such Net Cash Proceeds or such portion of the Excess Cash
Flow, as the case may be, such Net Cash Proceeds or portion of the Excess Cash Flow, as the case may be, so affected may be retained
by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which
any such Net Cash Proceeds or portion of Excess Cash Flow, as the case may be, so retained would otherwise have been required to be applied
to reinvestments or prepayments pursuant to Section 2.05(b), the Borrower applies an amount equal to such Net Cash Proceeds
or such portion of Excess Cash Flow, as the case may be, to such reinvestments or prepayments, as applicable, as if such Net Cash Proceeds
or such portion of the Excess Cash Flow, as the case may be, had been received by the Borrower rather than such Foreign Subsidiary, less,
in the case of such Net Cash Proceeds only, the amount of additional taxes that would have been payable or reserved against if such Net
Cash Proceeds had been repatriated.


 


(ix)          If
there are no Declining Lenders pursuant to Section 2.05(c) in connection with any prepayment of any Class of Term Loans pursuant
to this Section 2.05(b), such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application
to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant
to Section 3.05.


 


(c)              
Term Opt-out.


 


With respect to any prepayment
of the Term Facility and the Incremental Term Loans pursuant to Section 2.05(b) (other than prepayments pursuant to Section
2.05(b)(iii)), any Term Lender or Incremental First Lien Lender, at its option, may elect not to accept such prepayment; provided,
for the avoidance of doubt, that no such Term Lender or Incremental First Lien Lender may elect to accept a partial prepayment. Upon
receipt by the Administrative Agent of any such prepayment of the Term Facility and the Incremental Term Loans, the amount of the prepayment
that is available to prepay the Term Loans and the Incremental Term Loans (the “Prepayment Amount”) shall be
deposited in a Cash Collateral Account on terms reasonably satisfactory to the Administrative Agent and the Borrower, pending application
of such amount on the Prepayment Date as set forth below and promptly after the date of such receipt, the Administrative Agent shall
notify the Term Lenders and the Incremental First Lien Lenders of the amount available to prepay the Term Loans and the Incremental First
Lien Lenders and the date on which such prepayment shall be made (the “Prepayment Date”), which date shall
be ten (10) Business Days after the date of such receipt. Any Lender declining such prepayment (a “Declining Lender”)
shall give written notice to the Administrative Agent by 11:00 a.m. (New York Time) on the Business Day immediately preceding the Prepayment
Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term Lenders and the Incremental
First Lien Lenders other than the Declining Lenders (such Lenders being the “Accepting Lenders”) to prepay
Term Loans and the Incremental First Lien Lenders owing to such Accepting Lenders shall be withdrawn from the applicable Cash Collateral
Account and applied ratably to prepay Term Loans and Incremental Term Loans owing to such Accepting Lenders in the manner described in
Section 2.05(b) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans or Incremental
Term Loans owing to Declining Lenders shall instead be retained by the Borrower (such amounts, “Declined Amounts”).


 






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(d)             Prepayment
Premium. (x) Any optional prepayment of any portion of the outstanding Term Loans made pursuant to Section 2.05(a)(i)
in connection with a Repricing Transaction (including any mandatory assignment pursuant to Section 3.07 in connection therewith)
and (y) any prepayment of Term Loans pursuant to Section 2.05(b)(iii) in connection with a Repricing Transaction or any amendment
to this Agreement in connection with a Repricing Transaction (in each case including any mandatory assignment pursuant to Section
3.07 in connection therewith), in each case of clause (x) and clause (y) following the Closing Date and on or prior to the date that
is six months following the Closing Date shall be subject to a premium equal to the principal amount of Term Loans subject to such prepayment
or the principal amount of Term Loans affected by such amendment (or mandatorily assigned in connection therewith), as applicable, multiplied
by 1%. Any prepayment of all or any portion of the outstanding Term Loans after the date that is six months following the Closing Date
shall not be subject to a premium.


 


2.06         
Termination or Reduction of Commitments.


 


(a)              Optional.
The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter
of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or
from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit
Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall
be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower
shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder,
the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving
effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit,
or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent
prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative
Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made,
at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders
in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable
Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to
but excluding the date of such termination or reduction.


 






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(b)              
Mandatory.


 


(i)           The
aggregate Term Commitments shall be automatically and permanently reduced to zero after the making of the Term Borrowing, if any, on
the Closing Date.


 


(ii)            The
Letter of Credit Sublimit and the Alternative Currency Sublimit with respect to each Alternative Currency shall automatically be reduced
proportionately to any reduction or termination of unused Revolving Credit Commitments under this Section 2.06, unless otherwise
requested by the Borrower and consented to by (A) in the case of the Letter of Credit Sublimit, the Administrative Agent and each L/C
Issuer or (B) in the case of the Alternative Currency Sublimit, the Administrative Agent, each L/C Issuer and the Required Revolving
Lenders.


 


(iii)           The
aggregate Revolving Credit Commitments in respect of each Class under the Revolving Credit Facility shall be automatically and permanently
reduced to zero on the Maturity Date for such Class under the Revolving Credit Facility.


 


(c)              
Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any
termination or reduction of unused portions of the Term Commitments, the Letter of Credit Sublimit or the Alternative Currency Sublimit
with respect to any Alternative Currency or the unused Revolving Credit Commitment under this Section 2.06. Upon any reduction
of unused Commitments under a Facility, the Commitment of each Lender under such Facility shall be reduced by such Lender’s Pro
Rata Share of the amount by which such Facility is reduced (other than the termination of the Commitment of any Lender as provided in
Section 3.07). All Commitment Fees accrued until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.


 


2.07          Repayment
of Loans.


 


(a)              
Term Loans. Subject to Section 2.07(b) below, the Borrower shall repay the Term Loans on the last Business Day of each
March, June, September and December of each year (commencing on the last Business Day of the first full fiscal quarter of the
Borrower after the Closing Date) and on the applicable Maturity Date with respect to the Term Facility or, if any such date is not a
Business Day, on the next preceding Business Day, in an aggregate principal amount of such Term Loans equal to (A)  in the case
of quarterly payments due prior to the applicable Maturity Date with respect to the Term Facility, an amount equal to 0.25% of the aggregate
principal amount of such Term Loans outstanding immediately after the Closing Date and (B) in the case of such payment due on the
applicable Maturity Date with respect to the Term Facility, an amount equal to the then unpaid principal amount of such Term Loans outstanding.


 






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(b)              Incremental
Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental First Lien Lenders the
aggregate principal amount of all Incremental Term Loans outstanding of each Incremental Term Loan Tranche in such installments as set
forth in the Incremental Commitments Amendment with respect to such Incremental Term Loan Tranche (which installments shall, to the extent
applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05
and 2.06, or be increased as a result of any increase in the amount of Incremental Term Loans of such Incremental Term Loan
Tranche pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same
basis) as the schedule set forth below for the Incremental Term Loans made as of the initial Incremental Commitments Effective Date with
respect to such Incremental Term Loan Tranche).


 


(c)              Revolving
Credit Loans. The Borrower shall repay to the applicable Revolving Credit Lenders on the Maturity Date for each Class of Revolving
Credit Loans under the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans of such Class outstanding
on such date.


 


2.08         
Interest.


 


(a)              Subject
to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan that is a Term Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for
such Interest Period, plus (B) the Applicable Rate for Eurocurrency Rate Loans that are Term Loans; (ii) each Eurocurrency
Rate Loan that is a Revolving Credit Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at
a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period, plus (B) the Applicable
Rate for Eurocurrency Rate Loans that are Revolving Credit Loans; (iii) each Base Rate Loan that is a Term Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of
(A) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that are Term Loans; and (iv) each Base Rate Loan that
is a Revolving Credit Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate
per annum equal to the sum of (A) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that
are Revolving Credit Loans.


 


(b)              The
Borrower shall pay interest on the principal amount of all overdue Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)              Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.


 






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2.09          Fees.
In addition to certain fees with respect to Letters of Credit described in Sections 2.03(h) and (i):


 


(a)         Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro
Rata Share, a commitment fee in Dollars at a rate equal to the Applicable Commitment Fee times the actual daily amount by which
the Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of the Revolving Credit Loans and (ii) the Outstanding
Amount of L/C Obligations, subject to adjustment as provided in Section 2.16 (the “Commitment Fee”). The Commitment
Fee shall accrue at all times from the Closing Date until the Latest Maturity Date of all Classes of Revolving Credit Commitments under
the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met. Commitment
Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth
day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such
fees shall be payable on the Maturity Date applicable to the Revolving Credit Facility. The Commitment Fee shall be computed on the basis
of the actual number of days elapsed in a year of 360 days.


 


(b)         Other
Fees. (i) The Borrower shall pay to the Arrangers, the Administrative Agent and the Collateral Agent such fees as shall have been
separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not
be refundable for any reason whatsoever.


 


(ii)             
The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


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


 


(a)          All
computations of interest for Base Rate Loans (other than Base Rate Loans denominated in AUD, CAD and SGD) shall be made on the basis
of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day
year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three
hundred and sixty-five (365) day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided, that any Loan that
is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each
determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error.


 






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(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower
or the Lenders determine that the Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and a proper
calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately deliver
to the Administrative Agent a corrected Compliance Certificate for the applicable period, the Applicable Rate shall be recalculated with
the Total Leverage Ratio at the corrected level and the Borrower shall immediately and retroactively pay to the Administrative Agent
for the account of the Revolving Credit Lenders or the applicable L/C Issuer, as the case may be, an amount equal to the excess of the
amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.
This paragraph shall not limit the rights of the Administrative Agent, any Revolving Credit Lender or the applicable L/C Issuer, as the
case may be, under Section 2.03(c)(iii), 2.03(h) or 2.03(i) or 2.08(b) or under Article VIII.
The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of
all other Obligations hereunder.


 


2.11          Evidence
of Indebtedness.


 


(a)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary
course of business. The accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the
amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or
any error in doing so shall not, however, limit the obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall
control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable),
Class (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


(b)          In
addition to the accounts and records referred to in Section 2.11(a), each Lender shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of
any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in
the absence of manifest error.


 


(c)          Entries
made in good faith by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima
facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to such Lender
under this Agreement and the other Loan Documents, absent manifest error; provided, that the failure of such Lender to make an
entry, or any finding that an entry is incorrect, in such account or accounts shall not limit the obligations of the Borrower under this
Agreement and the other Loan Documents.


 






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2.12          Payments
Generally; Administrative Agent’s Clawback.


 


(a)          General.
Subject to Section 3.01, all payments to be made by the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to
the Administrative Agent, in each case, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than (A) with respect to the Term Facility, any Incremental
First Lien Term Commitments and any Incremental Term Loans, 2:00 p.m. (New York Time) or (B) with respect to the Revolving Credit Facility,
(x) for any Revolving Credit Loans denominated in Dollars, 2:00 p.m. (New York Time) and (y) for any Revolving Credit Loans denominated
in Euros, Sterling or any Alternative Currency, 8:00 a.m. (New York Time), in each case on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Pro Rata Share in respect of the relevant Facility (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by (i)
with respect to the Term Facility, any Incremental Term Commitments and any Incremental Term Loans, the Administrative Agent after 2:00
p.m. (New York Time) or (ii) (x) for any Revolving Credit Loans denominated in Dollars, 2:00 p.m. (New York Time) or (y) for any Revolving
Credit Loans denominated in Euros, Sterling or any Alternative Currency, 8:00 a.m. (New York Time) shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall
come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall
be reflected in computing interest or fees, as the case may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be
made on the immediately preceding Business Day.


 


(b)              
(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to (1) in the case of any Borrowing of Eurocurrency Rate Loans or Base Rate Loans that are Revolving Credit Loans,
the proposed date of such Borrowing or (2) in the case of any Borrowing of Base Rate Loans that are Term Loans, 12:00 noon (New
York Time) on the date of such Borrowing, in the case of each of clauses (1) and (2), that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (x) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate reasonably determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative,
processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (y) in the case of a
payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall
be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 






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(ii)             
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C
Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable
L/C Issuer, 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 Appropriate
Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater
of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


A notice of the Administrative Agent
to any Lender or the Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest
error.


 


(c)          Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived
in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to
such Lender on demand, without interest.


 


(d)         Obligations
of the Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations
in Letters of Credit and to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to
make any Loan or to fund any such participation or to make any payment under Section 9.07 on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan or, to purchase its participation or to make its payment under Section 9.07.


 






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(e)           Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.


 


(f)           Insufficient
Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
L/C Borrowings, interest and fees then due hereunder, such funds shall be applied  first, toward payment of interest and
fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such
parties, and  second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.


 


(g)          Unallocated
Funds. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the
Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the
Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding
Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations
then owing to such Lender.


 


2.13          Sharing
of Payments. If, other than as expressly provided elsewhere herein (including the application of funds arising from the existence
of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations, any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other
share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and  (b)
purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of
such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in
Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase
shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s
required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable
by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any
Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will
in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this
Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing
Lender were the original owner of the Obligations purchased. For the avoidance of doubt, the provisions of this Section shall not be
construed to apply to the prepayments pursuant to Section 2.05(a)(iii), or Section 2.05(b)(iii) (out of proceeds of the
Specified Refinancing Debt), the implementation of the Incremental First Lien Commitments Amendment, the application of Cash Collateral
provided for in Section 2.15 or to the assignments and participations described in Section 10.07.


 






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2.14          Incremental
Facilities.


 


(a)              
Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date,
the Borrower may request (i) one or more additional tranches of term loans (each an “Incremental Term Commitment”
and all of them, collectively, the “Incremental Term Commitments”) and (ii) increases in the aggregate amount
of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment
Increase”, together with the Incremental First Lien Term Commitments, the “Incremental Commitments”);
provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the
Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount
of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 (together with the aggregate amount of
Permitted Pari Ratio Debt), shall not exceed (A) $150,000,000 plus (B) such additional amount that would not, after giving effect
on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit
Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without
netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the
most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 4.50:1.00 and (y) any such
addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower
may incur Incremental First Lien Commitments pursuant to either clause (A) or clause (B) of the second proviso of the immediately
preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A) prior
to incurring any Incremental First Lien Commitments pursuant to clause (B); and shall be allowed to classify under which clause
such Incremental First Lien Commitments are being incurred at the time of such incurrence, without giving Pro Forma Effect to any Incremental
First Lien Commitments (or any portion thereof) in each case permitted to be incurred under clause (A) of the second proviso of the immediately
preceding sentence that is being incurred as part of the same transaction or series of related transactions when calculating the amount
of Incremental First Lien Commitments (or any portion thereof) that may be incurred pursuant to clause (B) of the second proviso of the
immediately preceding sentence. Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the
aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. Any loans made
in respect of any such Incremental First Lien Term Commitments (the “Incremental Term Loans” and, together
with any Revolving Credit Commitment Increase, the “Incremental Facilities”) may be made, at the option of
the Borrower, by either (i) increasing the Term Commitments with the same terms (including pricing) as the existing Term Loans, in which
case such Incremental Term Loans shall constitute Term Loans for all purposes hereunder and under the other Loan Documents or (ii) creating
a new tranche of term loans (an “Incremental Term Loan Tranche”). The Incremental First Lien Facilities shall
either rank pari passu or junior (as elected by the Borrower in its sole discretion) in right of payment and in respect of lien
priority as to the Collateral with the Revolving Credit Commitments and the outstanding Term Loans. The proceeds of the Incremental First
Lien Facilities shall be used for working capital, capital expenditures and other general corporate purposes (including any actions permitted
by Article VII, but excluding Restricted Payments) of the Borrower and its Restricted Subsidiaries.


 






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(b)              
The Incremental Term Loans comprising each Incremental Term Loan Tranche:


 


(i)             shall
have a maturity date that is not prior to the Latest Maturity Date of all Classes of Term Loans then in effect and will have a Weighted
Average Life to Maturity that is not shorter than that of the Term Loans;


 


(ii)           
shall share ratably (and may not share more than ratably) in any prepayments of the Term Facility (unless the Incremental First
Lien Lenders with respect to such Incremental Term Loans agree to receive prepayments after the prepayments of the Term Facility or any
other Incremental Term Loans);


 


(iii)           except
as set forth in subsection (a) above and this subsection (b) with respect to prepayment events, maturity date, interest
rate, yield, fees and original issue discounts and except with respect to the amortization schedule for the Incremental Term Loans and
the permitted use of proceeds thereof, shall have terms substantially the same terms as (and in any event no more favorable than) the
outstanding Term Loans (and to the extent materially differing from the terms of the outstanding Term Loans, shall be reasonably satisfactory
to the Administrative Agent); provided that if the initial yield (as determined by the Administrative Agent as set forth below)
on any Incremental Term Loan Tranche incurred on or prior to the date that is 18 months following the Closing Date exceeds by more than
50 basis points (the amount of such excess above 50 basis points being herein referred to as the “Yield Differential”) the
yield then in effect for outstanding Term Loans (such yield, in the case of each of such Incremental Term Loan Tranche and the Term Loans,
for purposes of this proviso being deemed to include all upfront or similar fees or original issue discount paid by the Borrower generally
to the Lenders who provide such Incremental Term Loan Tranche or to the Lenders who provided the outstanding Term Loans in the primary
syndication thereof based on an assumed four-year life to maturity), then the Applicable Rate then in effect for outstanding Term Loans
shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans under the Incremental
Term Loan Tranche; and


 


(iv)           shall
be subject to the Intercreditor Agreement.


 


For purposes of
clause (iii) above, the initial yield on any Incremental Term Loan Tranche shall be determined by the Administrative Agent to be equal
to the sum of (x) the interest rate margin for loans under the Incremental Term Loan Tranche that bear interest based on the Eurocurrency
Rate (for the avoidance of doubt, including the Eurocurrency Rate and the margin or spread) and (y) if the Incremental Term Loan Tranche
is originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or the Borrower
for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loan Tranche, being referred to herein
as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of the Incremental Term Loan
Tranche and (B) four); provided that for purposes of clause (x) above, if the lowest permissible Eurocurrency Rate applicable to such
Incremental Term Loan Tranche is greater than 1.00% or the lowest permissible Base Rate applicable to such Incremental Term Loan Tranche
is greater than 2.00%, the difference between such “floor” and 1.00%, in the case of Incremental Term Loans that are Eurocurrency
Rate Loans, and 2.00%, in the case of Incremental Term Loans that are Base Rate Loans, shall be equated to interest rate margin for purposes
of determining whether an increase to the interest rate margin under the existing Term Facility shall be required, to the extent an increase
in the interest rate floor in the existing Term Facility would cause an increase in the interest rate then in effect thereunder, and
in such case the interest rate floor (but not the interest rate margin) applicable to the existing Term Facility shall be increased to
the extent of such differential between interest rate floors.


 






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(c)              Each
notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the Incremental
First Lien Commitments. At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days
from the date of delivery of such notice to the Lenders). Incremental Term Loans (or any portion thereof) may be made, and Revolving
Commitment Increases, as applicable, may be provided, by any existing Lender or by any other bank or investing entity (but in no case
(i) by the Parent, Borrower or any of their respective Subsidiaries, (ii) by any Defaulting Lender, (iii) by any Person who, upon becoming
a Lender hereunder, would constitute any of the foregoing Persons described in clause (iii), or (iv) by any natural person) (each,
except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental First Lien Lender”),
in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided
that the Administrative Agent (and, in the case of a Revolving Credit Commitment Increase and the L/C) shall have consented (not
to be unreasonably withheld) to such Lender’s or Incremental First Lien Lender’s, as the case may be, making such Incremental
Term Loans or providing such Revolving Credit Commitment Increase if such consent would be required under Section 10.07 for an
assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental First Lien Lender, as the case may
be. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Credit Commitment Increases, in each case, unless
it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental
First Lien Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested
increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each
Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental First Lien Commitment.
The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To
achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term Lenders pursuant
to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent.


 


(d)              Commitments
in respect of any Incremental First Lien Commitments shall become Commitments (or in the case of any Revolving Credit Commitment Increase
to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment)
under this Agreement pursuant to an amendment (an “Incremental First Lien Commitments Amendment”) to this Agreement
and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender, as the case may be agreeing to provide
such Commitment, if any, each Incremental First Lien Lender, if any, and the Administrative Agent. An Incremental First Lien Commitments
Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate,
in the opinion of the Administrative Agent, to effect the provisions of this Section.


 


(e)              If
any Incremental First Lien Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower
shall determine the effective date (the “Incremental First Lien Commitments Effective Date”) and the final
allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such
addition and the Incremental First Lien Commitments Effective Date.


 


(f)              The
effectiveness of any Incremental First Lien Commitments Amendment shall, unless otherwise agreed to by the Administrative Agent, each
Lender party thereto, if any, and the Incremental First Lien Lenders, if any, with respect to the conditions set forth in clauses
(ii)(A) and (ii)(C) below as set forth in the last paragraph of this clause (f), be subject to the satisfaction on
the date thereof of each of the following conditions:


 






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(i)             the
Administrative Agent shall have received on or prior to the Incremental First Lien Commitments Effective Date each of the following,
each dated the applicable Incremental First Lien Commitments Effective Date unless otherwise indicated or agreed to by the Administrative
Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental First Lien Commitments
Amendment; (B) certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental
First Lien Commitments Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a
Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Closing
Date; (C) to the extent requested by the Administrative Agent, a Mortgage modification or a new Mortgage with respect to each Mortgaged
Property and the related documents, agreements and instruments (including legal opinions) set forth in the definition of Real Property
Collateral Requirements, which Mortgage modification, new Mortgage and related documents, agreements and instruments (including legal
opinions) may, if agreed to by the Administrative Agent in its sole discretion, be delivered within sixty (60) days of the date
of effectiveness of the applicable Incremental First Lien Commitments Amendment (or such longer period as agreed to by the Administrative
Agent in its sole discretion); and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental First Lien Commitments
Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and
the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;


 


(ii)           (A)
the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental
First Lien Commitments Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms
and conditions provided for above, and (C) both at the time of any request for Incremental First Lien Commitments and upon the effectiveness
of any Incremental First Lien Commitments Amendment, no Default or Event of Default shall exist and at the time that any such Incremental
Loan is made (and after giving effect thereto) no Default or Event of Default shall exist; and


 


(iii)          
there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including
any Person becoming a Lender as part of such Incremental First Lien Commitments Amendment on the related Incremental First Lien Commitments
Effective Date), as applicable, all fees and, to the extent required by Section 10.04, expenses (including reasonable out-of-pocket
fees, charges and disbursements of counsel) that are due and payable on or before the Incremental First Lien Commitments Effective Date.


 


If the proceeds of any Incremental
First Lien Facility will be used to consummate a Permitted Acquisition and the terms of the definitive acquisition agreement (the “Subject
Acquisition Agreement”) in respect thereof so require, (x) the condition that, at the time of any request for Incremental
First Lien Commitments and upon the effectiveness of any Incremental First Lien Commitments Amendment and at the time that any such Incremental
Loan is made (and after giving effect thereto), no Default or Event of Default shall exist, shall be limited to no Default or Event of
Default under Section 8.01(a), 8.01(f) or 8.01(g) shall exist and (y) the condition that the representations and
warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct
in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) at the time
that any such Incremental Loan is made (and after giving effect thereto), shall be limited to the accuracy of the representations and
warranties that would constitute Specified Representations and the equivalent representations in the Subject Acquisition Agreement.


 






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(g)              
On each Incremental First Lien Commitments Effective Date, each Lender or Eligible Assignee which is providing an Incremental
Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have an
Incremental First Lien Commitment which shall become a “Commitment” hereunder and (iii) in the case of an Incremental Term
Commitment, shall make an Incremental Term Loan to the Borrower in a principal amount equal to such Incremental First Lien Term Commitment,
and such Incremental Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (except
that the interest rate applicable to any Incremental Term Loan under an Incremental First Loan Tranche may be higher or lower).


 


(h)              
Upon each Revolving Credit Commitment Increase pursuant to this Section, (i) each Revolving Credit Lender immediately prior to
such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental
First Lien Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving
Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without
further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding
Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption
of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by
each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s
Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving
Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation
with the Borrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase
Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving
Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment
made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid
and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that
the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to
any transaction that may be effected pursuant to the immediately preceding sentence.


 


(i)                
This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.


 






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2.15         
Cash Collateral.


 


(a)              
 Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the applicable L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately
Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately
upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash
Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash
Collateral provided by the Defaulting Lender).


 


(b)              
All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest
bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrower, and
to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the
benefit of the Administrative Agent, each applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest
in all such Cash Collateral (including cash, deposit accounts and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing) as security for the obligations to which such Cash Collateral may be applied pursuant
to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the
applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon
demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency.


 


(c)              
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15
or Sections 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to
the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may be provided for herein.


 


(d)             
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following  the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii)))
or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however,
that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or
Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with
Section 8.04), and (y) subject to Section 2.16, the Person providing Cash Collateral and the applicable L/C Issuer
may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 






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2.16       
Defaulting Lenders.


 


(a)              
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)                
that Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in the definitions of “Required Lenders,” “Required Revolving Lenders” and “Required
Term Lenders” in Section 1.01 and in Section 10.01;


 


(ii)             
any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 10.09 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 L/C Issuer or hereunder; third,
to Cash Collateralize the L/C Issuers’ fronting exposure with respect to such Defaulting Lender in accordance with Section 2.15;
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 L/C Issuers’ future fronting exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing
to the Lenders or the L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; 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; 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 L/C Borrowings in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made 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 L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of, or L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C
Borrowings are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to
Section 2.16(a)(iv). 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 2.16(a)(ii) shall be deemed paid
to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 






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(iii)           
that Defaulting Lender (x) shall not be entitled to receive any Commitment Fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of
Credit Fees as provided in Section 2.03(h); and


 


(iv)            
during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Sections 2.03, the “Pro Rata Share”
of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that,
(i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default
or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus
(2) the aggregate Outstanding Amount of the Committed Loans of that Lender.


 


(b)              
If the Borrower, the Administrative Agent and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender
should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Committed Loans and funded
and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares
(without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.


 


(c)              
So long as any Lender is a Defaulting Lender, no L/C Issuer shall be required to issue, extend or increase any Letter of Credit
unless it is satisfied that the participations in the L/C Borrowings related to any existing Letters of Credit as well as the new, extended
or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause
(a)(iv) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation
has been or will be fully Cash Collateralized in accordance with Section 2.15.


 






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2.17         
Alternate Rate of Interest.


 


(a)              
Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.17, if prior to the commencement of any Interest Period for
a Eurocurrency Rate Borrowing:


 


		(i)	the Administrative Agent determines (which
                                            determination shall be conclusive absent manifest error) that adequate and reasonable means
                                            do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate, the Adjusted EURIBOR
                                            Rate, the EURIBOR Rate, the Eurocurrency Rate or the Eurocurrency Base Rate, as applicable
                                            (including because the Relevant Screen Rate is not available or published on a current basis),
                                            for the applicable currency and 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 (or, in the case of a Eurocurrency Rate Loan, the Lender that is
                                            required to make such Loan) that the Adjusted LIBO Rate, the LIBO Rate, the Adjusted EURIBOR
                                            Rate, the EURIBOR Rate, the Eurocurrency Rate or the Eurocurrency Base Rate, as applicable,
                                            for the applicable currency and such Interest Period will not adequately and fairly reflect
                                            the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
                                            in such Borrowing for the applicable currency and such Interest Period;



 


then the Administrative
Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail 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 Revolving Borrowing to, or continuation of any
Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and (B) if any Borrowing Request requests a Eurocurrency Revolving
Borrowing, such Borrowing shall be made as a Base Rate Borrowing and (C) any request by the Borrower for a Eurocurrency Borrowing shall
be ineffective; provided that (x) if the circumstances giving rise to such notice do not affect all the Lenders, then requests
by the Borrower for Eurocurrency Borrowings may be made to Lenders that are not affected thereby and (y) if the circumstances giving
rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Furthermore, if any Eurocurrency
Loan in any currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred
to in this Section 2.17(a) with respect to a Relevant Rate applicable to such Eurocurrency Loan, then until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) if such Eurocurrency Loan
is denominated in dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if
such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan
denominated in dollars on such day and (ii) if such Eurocurrency Loan is denominated in the applicable currency other than dollars, then
such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not
a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the
purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency Loan denominated in any currency other
than dollars shall be deemed to be a Eurocurrency Loan denominated in dollars and shall accrue interest at the same interest rate applicable
to Eurocurrency Loans denominated in dollars at such time.


 






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(b)              
Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be
a “Loan Document” for purposes of this Section 2.17), if a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with
clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m.
(New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative
Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required
Lenders of each Class.


 


(c)              
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
(x) with respect to a Loan denominated in dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date or (y)
with respect to a Loan denominated in Euros, if a Term ESTR Transition Event and its related Benchmark Replacement Date, as applicable,
have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement
will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and
subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other
Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders
and the Borrower a Term SOFR Notice or a Term ESTR Notice, as applicable. For the avoidance of doubt, the Administrative Agent shall
not be required to deliver any (x) Term SOFR Notice after the occurrence of a Term SOFR Transition Event or (y) Term ESTR Notice after
the occurrence of a Term ESTR Transition Event, and may do so in its sole discretion.


 






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(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 or any other Loan Document.


 


(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, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement,
(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark
pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision
or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section
2.17, 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 or any selection, 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 to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 2.17.


 


(f)               
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, Eurocurrency Rate, Term ESTR, LIBO
Rate or EURIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for
the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period”
for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was
removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including
a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for
a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 






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(g)              
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke
any request for a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurocurrency Loan in any currency is outstanding
on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant
Rate applicable to such Eurocurrency Loan, then until such time as a Benchmark Replacement for such currency is implemented pursuant
to this Section 2.17, (i) if such Eurocurrency Loan is denominated in dollars, then on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative
Agent to, and shall constitute, a Base Rate Loan denominated in dollars on such day or (ii) if such Eurocurrency Loan is denominated
in any currency other than dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the
Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency
Loan denominated in any currency other than dollars shall be deemed to be a Eurocurrency Loan denominated in dollars and shall accrue
interest at the same interest rate applicable to Eurocurrency Loans denominated in dollars at such time.


 


2.18         
Sustainability Adjustment. (a) Prior to December 31, 2021 (or such later date as approved by the Required Revolving
Lenders), the Borrower may exercise in its sole discretion the option to apply the Sustainability Adjustment Amount by delivering to
the Administrative Agent a sustainability proposal (the “Sustainability Proposal”), which shall (i) have been
approved by the Sustainability Coordinator, (ii) include sustainability targets, the Baseline ESG Rating and annual ESG Ratings that
support the Sustainability Adjustment Amount for each relevant Sustainability Pricing Adjustment Period and the the Sustainability Adjustment
Amount Grid, and (iii) have the format of an annual report to be delivered by the Borrower setting forth the calculation of each sustainability
target (the “Metrics Report”).


 


(b)              
Promptly (but no later than one Business Day) after receipt from the Borrower, the Administrative Agent shall notify the Revolving
Lenders of the Sustainability Proposal and the Sustainability Adjustment Amount shall go into effect after it has been approved by the
Administrative Agent and the Required Revolving Lenders; provided that such consent shall be deemed to have been given if the
Required Revolving Lenders have not objected within one (1) month after receipt of notice thereof.


 


(c)              
If the Sustainability Proposal is approved as set forth in Section 2.18(b) above, the Borrower shall furnish to the Administrative
Agent a Pricing Certificate pursuant to Section 6.02(g).


 


(d)              
Beginning on each Sustainability Pricing Adjustment Date and during each Sustainability Pricing Adjustment Period, the Applicable
Rate shall be adjusted to reflect the Sustainability Adjustment Amount set forth in the Pricing Certificate.


 


(e)              
Notwithstanding the foregoing, to the extent that the Borrower does not exercise its right to apply the Sustainability Adjustment
Amount prior to December 31, 2021 (or any later date as agreed by the Required Revolving Lenders), with respect to the Revolving Credit
Facility, the Applicable Rate shall be determined as set for in clause (b) of the definition thereof.


 


(f)               
This Section 2.18 shall supersede any provision of Section 10.01 to the contrary.


 






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Article
III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY


 


3.01         
Taxes.


 


(a)              
Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction 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 Borrower or such 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)) the applicable Agent and Lender (as the case may be) receives an amount equal to the sum it would have received had no such
deduction or withholding been made. For purposes of this Section 3.01, the term “Lender” shall include each L/C Issuer.


 


(b)              
In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law,
except for Other Taxes resulting from an assignment by any Lender pursuant to Section 10.07, which assignment is not at the request
of the Borrower pursuant to Section 3.07.


 


(c)              
The Loan Parties shall, jointly and severally, indemnify each Agent and Lender, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes paid or payable by such Agent or Lender, as the case may be, on or with respect to any payment
by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document and any Other Taxes
paid or payable by such Agent or Lender (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.01) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate setting forth in reasonable detail the basis and the calculation of the amount of such liability delivered to the Borrower
by a Lender or Agent, or by the Administrative Agent on behalf of itself or a Lender or Agent, shall be conclusive absent manifest error.


 


(d)              
As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority pursuant
to this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 






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(e)              
If any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01,
it shall promptly remit such refund (without interest, other than any interest paid by the relevant taxation authority with respect to
such refund) to the Borrower (but only to the extent of indemnity payments made or additional amounts paid under this Section 3.01
with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender
or Agent, as the case may be; provided, however, that the Borrower, upon the request of the Lender or Agent, as the case
may be, agrees promptly to return such refund to such party (plus any penalties, interest or other charges imposed by the relevant taxation
authority) in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case
may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the
requirement to repay such refund received from the relevant taxing authority (provided, that such Lender or Agent may delete any
information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary in this Section 3.01(e),
in no event will any Lender or Agent be required to pay any amount to the Borrower pursuant to this Section 3.01(e) the payment
of which would place such Lender or Agent in a less favorable net after-tax position than it would have been in if the Indemnified Tax
or Other Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect thereto had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent to arrange
its tax affairs in whatever manner it thinks fit or oblige any Lender or Agent to claim any tax refund or to disclose any information
relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice
its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.


 


(f)               
Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c)
with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s
overall internal policies of general application and legal and regulatory restrictions) to avoid or reduce to the greatest extent possible
any indemnification or additional amounts due under this Section 3.01, which may include the designation of another Lending
Office for any Loan or Letter of Credit affected by such event; provided, that such efforts are made on terms that, in the reasonable
judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage,
and provided, further, that nothing in this Section 3.01(f) shall affect or postpone any of the Obligations
of the Borrower or the rights of such Lender pursuant to Sections 3.01(a) and (c).


 






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(g)              
 


 


(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
3.01(g)(ii), Section 3.01(h) and Section 3.01(i) 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.


 


(ii)             
Each Foreign Lender shall, to the extent it is legally able to do so, furnish to the Borrower and the Administrative Agent, on
or prior to the date it becomes a party to this Agreement, two accurate and complete executed copies of (i) IRS Form W-8BEN or W-8BEN-E
(or the applicable successor form) certifying exemption from or a reduction in the rate of United States federal withholding tax under
an applicable treaty to which the United States is a party, (ii) IRS Form W-8ECI (or successor form) certifying that the income receivable
pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States, (iii) IRS Form
W-8EXP or W-8IMY (or successor form), together with required attachments, certifying exemption from or reduction in the rate of United
States federal withholding tax, or (iv) in the case of a Foreign Lender claiming exemption from United States federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN or W-8BEN-E
(or the applicable successor form) together with a statement substantially in the form of Exhibit N. Each Foreign Lender shall,
to the extent it is legally able to do so, deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered
by such Foreign Lender. In addition, each Foreign Lender shall reasonably promptly notify the Borrower and the Administrative Agent at
any time it determines that it is no longer in a position to provide any previously delivered form (or any other form of certification
adopted by the United States taxing authorities for such purpose). Solely for purposes of this Section 3.01(g), the term “Foreign
Lender” shall include any Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the
Code.


 


(iii)           
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.


 






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(h)              
Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall
furnish to the Borrower and the Administrative Agent, on or prior to the date it becomes a party to this Agreement, two accurate and
complete executed copies of IRS Form W-9 (or successor form) establishing that such Lender or Agent is not subject to United States backup
withholding tax.


 


(i)                
If a payment made to a Lender under any Loan Document would be subject to United States federal withholding tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this Section 3.01(i), “FATCA” shall include any amendments
made to FATCA after the Closing Date.


 


(j)                
Each party’s obligations under this Section 3.01 shall survive the termination of the Aggregate Commitments, repayment
of all other Obligations hereunder and the resignation of the Administrative Agent. For purposes of this Section 3.01 and Section 9.01,
the term “applicable law” includes FATCA.


 


3.02         
Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by
reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such
Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (ii) if
such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference
to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to
avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate,
in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base
Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to
the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based
upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such
Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing by such Lender that
it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a
different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender,
otherwise be disadvantageous to such Lender.


 






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3.03        
Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for
a Eurocurrency Rate Loan or a conversion to or continuation of any of the foregoing that (a) deposits (whether in Dollars, Euros, Sterling
or an Alternative Currency) are not being offered to banks in the European interbank market, the London interbank Eurocurrency market
or other offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b)
adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a
proposed Eurocurrency Rate Loan (whether denominated in Dollars, Euros, Sterling or an Alternative Currency) or in connection with an
existing or proposed Base Rate Loan, or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly
so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in
the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with
respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base
Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revoke such notice.
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for
a Borrowing of Base Rate Loans in the amount specified therein.


 


3.04         
Increased Cost and Reduced Return; Capital Adequacy.


 


(a)              
If any Lender determines that as a result of the introduction of or any Change in Law, in each case after the Closing Date, or
such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding
or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate or (as the case may be) (in the case
of any Change in Law with respect to Taxes, any Loan) issuing or participating in Letters of Credit, or a reduction in the amount received
or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any
such increased costs or reduction in amount resulting from (i) Indemnified Taxes imposed on or with respect to any payment made
by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded
Taxes (other than clause (a)(ii) of the definition of Excluded Taxes) and (iii) reserve requirements reflected in the Eurocurrency
Rate), then from time to time upon demand of such Lender setting forth in reasonable detail such increased costs (with a copy
of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender
such additional amounts as will compensate such Lender for such increased cost or reduction.


 






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(b)              
If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such
Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would
have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender
or L/C Issuer or any holding company of such Lender or L/C Issuer, if any, as a consequence of this Agreement, the Commitments of such
Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any L/C
Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of
such Lender’s or L/C Issuer’s holding company with respect to capital adequacy or liquidity), then from time to time the
Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender
or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction or increase suffered.


 


(c)              
The Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a) or (b) for any such increased
cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower
of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction
is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


3.05         
Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)              
any assignment pursuant to Section 3.07, continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or


 


(b)              
any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or
convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;


 


including any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from
which such funds were obtained.


 






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For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency
Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the European interbank market,
the London interbank Eurocurrency market or other offshore interbank market for such currency for a comparable amount and for a comparable
period, whether or not such Eurocurrency Rate Loan was in fact so funded.


 


3.06         
Matters Applicable to All Requests for Compensation 


 


(a)              
A certificate of any Agent or any Lender claiming compensation under this Article III and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Agent
or such Lender may use any reasonable averaging and attribution methods.


 


(b)              
With respect to any Lender’s claim for compensation under Section 3.02, 3.03 or 3.04, the Borrower
shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to
the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided, that, if the circumstance
giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include
the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower
may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from
one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or
condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable);
provided, that such suspension shall not affect the right of such Lender to receive the compensation so requested.


 


(c)              
If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert
Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency
Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency
Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law)
and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03
or 3.04 hereof that gave rise to such conversion no longer exist:


 


(i)                
to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal
that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and


 


(ii)             
 all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans
shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into
Eurocurrency Rate Loans shall remain as Base Rate Loans.


 






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(d)              If
any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.02, 3.03
or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06
no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate
Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s)
of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal
amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.


 


3.07         
Replacement of Lenders under Certain Circumstances 


 


(a)              If
at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01
or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a
result of any condition described in Section 3.02 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any
Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Borrower may, at its
sole expense and effort, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender (or such lesser
time as may be agreed by the Administrative Agent), replace such Lender by causing such Lender to (and such Lender shall be obligated
to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its
rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) neither the Administrative Agent
nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, (B) such replaced Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts
under Sections 2.05 (if applicable) and 3.05) in accordance with the Assignment and Assumption with respect to such assignment,
(C) such assignment does not conflict with applicable Law and (D) 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.


 


(b)              Any
Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with
respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations, and (ii) deliver any Notes
evidencing such Loans to the Borrower or the Administrative Agent. If such replaced Lender fails to execute and deliver such Assignment
and Assumption within three Business Days after the receipt of notice referred to in the foregoing clause (a), the Administrative
Agent is hereby authorized to execute such Assignment and Assumption instead of such replaced Lender (and each Lender, by its becoming
a Lender hereunder is deemed to have granted to the Administrative Agent an irrevocable proxy, which proxy shall be deemed to be coupled
with interest, to execute and deliver the Assignment and Assumption, as provided in this Section). Pursuant to such Assignment and Assumption,
(A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding
Loans and participations in L/C Obligations, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans
and participations so assigned shall be paid in full to such assigning Lender in accordance with such Assignment and Assumption concurrently
with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee
Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning
Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with
respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.


 






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(c)              
Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder
at any time that it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such L/C Issuer (including the
furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer
or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to
such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative
Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.


 


(d)              
In the event that (i) the Borrower has requested the Lenders to consent to a departure or waiver of any provisions of the
Loan Documents or to agree to any amendment thereto, (ii)  the consent, waiver or amendment in question requires the agreement of
all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of
the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to
such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


3.08         
Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate
Commitments and repayment of all other Obligations hereunder and resignation of the Administrative Agent.


 


Article
IV

CONDITIONS PRECEDENT TO Credit Extensions


 


4.01         
Conditions to Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is
subject to satisfaction (or waiver in accordance with the terms hereof) of the following conditions precedent:


 


(a)              The
Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date
(or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably
satisfactory to the Administrative Agent and its counsel:


 






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(i)             executed
counterparts of this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01) and the Intercompany
Note, as applicable;


 


(ii)             a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)           the
Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01):


 


(A)            
certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests
referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,


 


(B)             
copies of financing statements, filed or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary
in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
and


 


(C)             
evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent
may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby in the Collateral shall have been
taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation,
receipt of duly executed payoff letters and UCC-3 termination statements);


 


(iv)           the
Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section
4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in
order to perfect and protect the Liens created in the Collateral under the Intellectual Property Security Agreement has been taken;


 


(v)             [reserved];


 


(vi)           such
customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the Administrative Agent or the Collateral Agent may require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party and authorizing the execution, delivery and performance of the Loan Documents to which such
Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded
or amended and are in full force and effect;


 






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(vii)        such
documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative
Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the
Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in the jurisdiction
of organization of the applicable Loan Party;


 


(viii)       an
opinion of K&L Gates LLP, counsel to the Loan Parties, addressed to the Administrative Agent, each L/C Issuer and each Lender, in
form and substance reasonable to the Administrative Agent;


 


(ix)          a
customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings
and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby,
are Solvent;


 


(x)           a
Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and


 


(xi)          a
certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying: that the conditions precedent
set forth in Section 4.02(a) and (b) have been satisfied.


 


(b)              The
Refinancing shall have been consummated on the Closing Date.


 


(c)             The
Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date: (i) all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business
Days prior to the Closing Date and (ii) a Beneficial Ownership Certification in relation to the Borrower and each Guarantor.


 


(d)              All
fees and expenses required to be paid on the Closing Date (to the extent invoiced to the Borrower at least one Business Day prior to
the Closing Date) shall have been paid in full in cash from the proceeds of the initial funding under the Facilities.


 


(e)              All
actions necessary to establish that the Collateral Agent will have a perfected first priority security interest (subject to liens permitted
by Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation
or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section
4.01.


 






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(f)               The
Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect
to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets other
than Pledged Interests, for Liens permitted under Section 7.01.


 


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


 


4.02         
Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than
a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject
to the following conditions precedent:


 


(a)              
The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document
shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by
materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation
or warranty is already qualified by materiality) as of such earlier date.


 


(b)              No
Default or Event of Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds
therefrom.


 


(c)              The
Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with
the requirements hereof.


 


(d)              
In the event, that after giving effect to such Credit Extension but taking into account any prepayments or cancellations of Letters
of Credit to occur concurrently therewith, the Total Revolving Credit Outstandings (exclusive of (x) all Cash Collateralized L/C Obligations
and (y) the aggregate amount available to be drawn under all Letters of Credit that have not been Cash Collateralized in an amount not
exceeding 50% of the Letter of Credit Sublimit) at such time would exceed the Covenant Trigger Amount, then the Administrative Agent
shall have received from the Borrower a certificate (with reasonably detailed calculations in support thereof) of a Responsible Officer,
certifying that the Borrower would be in compliance, on a Pro Forma Basis after giving effect to such Credit Extension as if such
Credit Extension had occurred as of the first day of such period, with the financial covenant set forth in Section 7.11 as of
the most recently completed period of four consecutive fiscal quarters ending prior to such Credit Extension for which the financial
statements and certificates required by the Sections 6.01(a) and (b) have been delivered (whether or not such covenant
was in fact required to be tested at the end of such period pursuant to Section 7.11).


 






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


 


Article
V

REPRESENTATIONS AND WARRANTIES


 


On the Closing Date and on
the date of each Credit Extension (except if such representation or warranty refers to a specific date or period, then as of such date
or for such period), each of Holdings and the Borrower represents and warrants to the Agents and the Lenders that:


 


5.01         
Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries  is a Person
duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization,
  has all requisite power and authority to  own or lease its assets and carry on its business and  execute, deliver and
perform its obligations under the Loan Documents to which it is a party,  is duly qualified and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification
and  has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals (“Permits”)
to operate its business as currently conducted; except in each case referred to in clause (b)(i) (other than with respect
to the Borrower), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect. There are no actions, claims or proceedings pending or to the best of the Borrower’s or any Guarantor’s knowledge,
threatened in writing that seek the revocation, cancellation, suspension or modification of any of the Permits where any of the same
could reasonably be expected to have a Material Adverse Effect.


 


5.02          Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party,
and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by
all necessary corporate or other organizational action, except on the Closing Date as set forth in clause (y) of the last paragraph
of Section 4.01, and do not and will not  contravene the terms of any of such Person’s Organization Documents,  conflict
with or result in any breach or contravention of, or the creation of any Lien under (other than any Lien to secure the Obligations pursuant
to the Collateral Documents), or require any payment to be made under  any other Contractual Obligation to which such Person is
a party or affecting such Person or the properties of such Person or any of its Subsidiaries or any order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its property is subject; or  violate any Law; except
with respect to any breach or contravention or payment referred to in clause (b)(i) and (b)(ii), to the extent that
such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.


 






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5.03         Governmental
Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with  the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions,
  the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents,  the perfection or maintenance
of the Liens created under the Collateral Documents (including the priority thereof) or  the exercise by an Agent, an L/C issuer,
any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents,
except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given
or made and are in full force and effect and those approvals, consents, exemptions, authorizations or other actions, notices or filings,
the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.


 


5.04         
Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that
is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable
against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy
insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles
of equity.


 


5.05         
Financial Statements; No Material Adverse Effect.


 


(a)              The
Borrower has heretofore furnished to the Lenders a consolidated balance sheet and statements of income, stockholders equity and cash
flows of the Parent (i) as of and for the fiscal year ended September 30, 2020, reported on by Ernst & Young LLP, independent
public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended December 31, 2020, certified
by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results
of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with
GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)              Since
September 30, 2020, there has been no change, event, occurrence, event or circumstance, either individually or in the aggregate, that
has had or could reasonably be expected to have a Material Adverse Effect.


 


(c)              The
forecasted financial information delivered to the Lenders pursuant to Section ‎6.01
was prepared in good faith using assumptions based on information sourced from the financial records of the Borrower and its subsidiaries
for the periods stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery and at
the time of preparation of such forecasts; it being understood that actual results may vary from such forecasts and that such variations
may be material.


 


5.06         
Litigation. As of the Closing Date, there are no actions, suits, proceedings, investigations, claims or disputes pending
or, to the knowledge of Holdings or any of its Restricted Subsidiaries, threatened in writing, at law, in equity, in arbitration or before
any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties that  purport
to affect or pertain to this Agreement, any other Loan Document or, as of the Closing Date, the consummation of the Transactions, or
  either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 






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5.07         
No Default. Neither Holdings nor any Restricted Subsidiary of Holdings is in default under or with respect to, or a party
to, any Contractual Obligation in an aggregate principal amount exceeding the Threshold Amount that could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.08         
Ownership of Property; Liens.


 


(a)              
The Borrower and its Restricted Subsidiaries have good record and indefeasible title in fee simple to (or legal and beneficial
title to, as applicable in the relevant jurisdiction), or valid leasehold interests in, all real property necessary in the ordinary conduct
of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct
its business or to utilize such assets for their intended purposes and Permitted Encumbrances.


 


(b)              
As of the Closing Date, no Loan Party owns any Material Real Property.


 


5.09         
Environmental Matters.


 


Except as disclosed in Schedule 5.09
or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:


 


(a)              
There are no pending or, to the knowledge of the Borrower or Holdings, threatened claims against Holdings or any of its Subsidiaries
alleging either potential liability under, or responsibility for violation of, any Environmental Law, and to the knowledge of the Borrower,
there are no pending or threatened investigations by any Governmental Authority regarding any such potential claims, liability or violation
and no facts or circumstances exist that would likely be the basis for any such claim, liability or violation.


 


(b)               Neither
Holdings nor any of its Subsidiaries has generated, used, stored, treated or transported, or caused any Environmental Release of, Hazardous
Materials at any location; and none of the real properties currently owned, leased or operated by Holdings or any of its Subsidiaries
or, to the knowledge of the Borrower, the real properties formerly owned, leased or operated by Holdings or any of its Subsidiaries,
contain any Hazardous Materials that, in the case of either (i) or (ii) above, are in amounts or concentrations or in a manner which
(x) constitute a violation by Holdings or any of its Subsidiaries of, (y) require any investigation, remediation or response
action under, or (z) are reasonably likely to give rise to liability against Holdings or any of its Subsidiaries under, Environmental
Laws.


 


(c)              
Neither Holdings nor any of its Subsidiaries is undertaking or, to the knowledge of the Borrower or Holdings, is obliged to undertake,
either individually or together with other potentially responsible parties, any investigation, remediation, or response action relating
to any actual or threatened Environmental Release of Hazardous Materials at any site.


 






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5.10         
Taxes. Holdings and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be
filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them
or their properties, income or assets otherwise due and payable, except those which are not overdue by more than thirty (30) days
or  which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have
been provided in accordance with GAAP (subject to Section 1.03) or  with respect to which the failure to make such filing
or payment could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.


 


5.11         
ERISA Compliance.


 


(a)              
Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable
Laws. Each Company Plan that is intended to be a qualified plan under Section 401(a) of the Code has received, or is entitled to
rely upon, a favorable determination letter from the Internal Revenue Service or an opinion of counsel to the effect that the form of
such Company Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal
Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently
being processed by the Internal Revenue Service. To the knowledge of the Borrower and Holdings, nothing has occurred that would prevent,
or cause the loss of, such tax-qualified status.


 


(b)              
There are no pending or, to the knowledge of the Borrower and Holdings, threatened claims, actions or lawsuits, or action by any
governing body or Governmental Authority, with respect to any Company Plan that could be reasonably be expected to have a Material Adverse
Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Company Plan
that has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


(c)               No
ERISA Event has occurred and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably
be expected to constitute or result in an ERISA Event with respect to any Pension Plan; each Loan Party and each ERISA Affiliate has
met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding
standards under the Pension Funding Rules has been applied for or obtained; as of the most recent valuation date for any Pension Plan
(other than a Multiemployer Plan), the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 80%
or higher; neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums,
and there are no premium payments which have become due that are unpaid;  neither any Loan Party nor any ERISA Affiliate has engaged
in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and no Pension Plan has been terminated by the plan
administrator thereof nor by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause
the PBGC to institute proceedings under Title IV of ERISA to terminate such Pension Plan, except with respect to each of the foregoing
clauses of this Section 5.11(c), as could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect.


 






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(d)              
Neither any Loan Party nor, to the knowledge of the Borrower, any ERISA Affiliate maintains or contributes to, or has any unsatisfied
obligation to contribute to, or liability under, any active or terminated Pension Plan.


 


5.12         
Subsidiaries; Equity Interests. As of the Closing Date, each Loan Party has no Subsidiaries and is not engaged in any Joint
Venture or partnership other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests
in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party free and clear of
all Liens except  those created under the Collateral Documents and  any nonconsensual Lien that is permitted under Section 7.01,
any Lien permitted under Section 7.01(x) or any Lien permitted under Section 7.01(dd).


 


5.13         
Margin Regulations; Investment Company Act.


 


(a)              
The Borrower is not engaged and will not engage in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any
Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for
the purpose of purchasing or carrying any margin stock.


 


(b)              
None of Holdings, the Borrower, any Person Controlling Holdings, or any other Subsidiary of Holdings is or is required to be registered
as an “investment company” under the Investment Company Act of 1940. Neither the making of any Loan, nor the issuance of
any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions
contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.


 


5.14         
Disclosure. Holdings has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions
to which it, the Borrower or any of its Restricted Subsidiaries is subject, and all other matters actually known to it, that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No report, financial statement, certificate or other
information, in each case, furnished in writing by or on behalf of any Loan Party (other than projected financial information, pro forma
financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder 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, not materially misleading;
provided that, with respect to projected and pro forma financial information, Holdings represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time of delivery of such information to any Agent or Lender;
it being understood that such projections may vary from actual results and that such variances may be material.


 






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5.15         
Compliance with Laws. Each Loan Party and its Subsidiaries is in compliance in all respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which  such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted
or  the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


5.16         
Intellectual Property. Except as could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, each Loan Party and each of their Subsidiaries own, or possess the right to use, all of the trademarks, service marks,
trade names, trade dress, domain names, copyrights, patents, patent applications, franchises, licenses, trade secrets, know-how and other
intellectual property rights (collectively, “IP Rights”) that are used in the operation of their respective
businesses. Set forth on Schedule 5.16 is a complete and accurate list of all registrations or applications for registration
of any IP Rights owned or exclusively licensed by a Loan Party or any of its Subsidiaries as of the Closing Date. To the knowledge of
Holdings and the Borrower, (i) the conduct of the business of the Loan Parties and their Subsidiaries does not infringe, misappropriate,
dilute or otherwise violate any rights held by any other Person, and (ii) no slogan or other advertising device, product, process, method,
substance, part or other material now employed or sold, or now contemplated to be employed or sold, by any Loan Party or any Subsidiary
infringes upon, misappropriates, dilutes or otherwise violates any rights held by any other Person except in each case for such infringements,
individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding
any of the foregoing is pending or, to the knowledge of Holdings, threatened, which, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect. To the knowledge of Holdings, no Person is infringing, misappropriating, diluting or otherwise
violating any IP Rights that are material to the operation of the business of the Loan Parties or any of their Subsidiaries.


 


5.17         
Solvency. On the Closing Date after giving effect to the Loans and the Transactions, Holdings and its Subsidiaries, on
a consolidated basis, are Solvent.


 


5.18         
Labor Matters. Other than mandatory national, provincial or industry-wide collective bargaining arrangements, there are
no collective bargaining agreements or Multiemployer Plans, other than those listed on Schedule 5.18, covering the employees
of Holdings or any of its Subsidiaries as of the Closing Date and neither Holdings nor any Subsidiary has suffered any strikes, walkouts,
slowdowns, lockouts, work stoppages or other material labor difficulty within the last five years. Except
as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there is no unfair labor
practice written complaint pending against Holdings or any of its Subsidiaries or, to the knowledge of the Responsible Officers of the
Borrower, threatened against any of them in writing before the National Labor Relations Board (or any foreign equivalent thereof) and
no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings
or any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Borrower, threatened against any of them in writing
and to the knowledge of the Responsible Officers of the Borrower, no union representation question existing with respect to the employees
of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and the Borrower, no union organization activity that is taking
place.


 






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5.19         
Perfection, Etc. All filings and other actions necessary or desirable to create, perfect and protect the Lien in the Collateral
of the Collateral Agent, for the benefit of the Secured Parties, securing the Obligations created under the Collateral Documents have
been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent, for the
benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien in the Collateral,
securing the payment of the Obligations, subject to Liens permitted by Section 7.01. The Loan Parties are the legal and beneficial
owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.


 


5.20          OFAC
and PATRIOT Act Compliance. To the extent applicable, Holdings, each member of the Restricted Group and each Unrestricted Subsidiary
is in compliance, in all respects, with (i) the Trading with the Enemy Act, the International Emergency Economic Powers Act, each as
amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V,
as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.


 


5.21         
Anti-Corruption Compliance. Each Loan Party is in compliance in all material respects with all applicable anti-corruption
Laws, including the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and maintains
(whether internally or administered through the Seller, as the case may be) policies and procedures designed to ensure that each Loan
Party will continue to be in compliance in all material respects with all applicable anti-corruption Laws. No part of the proceeds of
the Loans or the issuance of any Letter of Credit has been or will be used, directly or indirectly, by any Loan Party for any payments
to any Person, governmental official or employee, political party, official of a political party, candidate for political office, or
anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the FCPA or any other applicable anti-corruption Law.


 


5.22         
OFAC. No Loan Party, nor any director, officer or Affiliate of a Loan Party, is a Sanctioned Person or a Sanctioned Entity,
has its assets located in Sanctioned Entities or derives revenue from investments in, or transactions with, Sanctioned Persons or Sanctioned
Entities, in violation of applicable economic sanctions. The proceeds of any Loan and the issuances of any Letter of Credit will not
be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned
Entity, or in any other manner that would result in a violation of applicable economic sanctions by any Person participating in this
Agreement.


 


5.23         
Designation as Senior Debt. The Obligations constitute “Designated Senior Debt”, or any similar term under
and as defined in the agreements relating to any subordinated and all senior unsecured Indebtedness of the Borrower or any Guarantor
which contains such designation.


 






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Article
VI 


AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied,
or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02 and 6.03) cause each Restricted Subsidiary to:


 


6.01         
Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably
satisfactory to the Administrative Agent:


 


(a)              
within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending September 30,
2021), (i) a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year and (ii) a reconciliation of the results
of operations, financial position and shareholder’s equity of Holdings and its subsidiaries to the consolidated financial statements
of the Parent and its Subsidiaries as of and for such fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with GAAP (subject to Section 1.03) audited and accompanied
by a report and opinion of Ernst & Young LLP or any other independent certified public accountant of nationally recognized standing,
which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph (excluding
any “emphasis of matter” paragraph) as to the scope of such audit (other than any such exception or explanatory paragraph
that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date under the credit facilities
provided for herein that is scheduled to occur within one year from the time such opinion is delivered, (B) any potential inability to
satisfy any financial covenants set forth in any agreement, document or instrument governing or evidencing Indebtedness (including that
set forth in Section 7.11) on a future date or in a future period or (C) activities, operations, financial results or liabilities
of any Unrestricted Subsidiary), together with a Narrative Report with respect thereto;


 


(b)               within
forty five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing
with the fiscal quarter ending March 31, 2021), (i) a consolidated balance sheet of the Parent and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal quarter and for the portion of the fiscal year then ended and (ii) a reconciliation of the results of operations, financial position
and shareholder’s equity of Holdings and its subsidiaries to the consolidated financial statements of the Parent and its Subsidiaries
as of and for such period, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous
fiscal year and the corresponding portion of the previous fiscal year (or, in the case of any fiscal quarter ended prior to the first
anniversary of the Closing Date, to the extent such comparative figures are available), all in reasonable detail and certified by a Responsible
Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP (subject to Section 1.03), subject only to
normal year-end audit adjustments and the absence of footnotes; and


 






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(c)              
as soon as available, but in any event no later than forty five (45) days after the end of each fiscal year, forecasts prepared
by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets, income statements
and cash flow statements of the Borrower and its Subsidiaries on a quarterly basis for the fiscal year following such fiscal year then
ended.


 


To the extent Holdings designates
any of its Subsidiaries as an Unrestricted Subsidiary, the financial statements referred to in this Section 6.01 shall be accompanied
by reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries.


 


6.02         
Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender, in form and
detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)              
concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly
completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent
or a Lender requests executed originals, be by Electronic Transmission and shall be deemed to be an original authentic counterpart thereof
for all purposes;


 


(b)              promptly
after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Parent, and copies of all annual, regular, periodic and special reports and registration statements which
the Borrower may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d)
of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities
exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(c)              
promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary
course of business) or furnished to any holder of any Indebtedness of any Loan Party or any Restricted Subsidiary in a principal amount
greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;


 


(d)              
promptly after the receipt thereof by the Parent, Holdings, the Borrower or any Restricted Subsidiary, copies of each notice or
other correspondence received from the SEC concerning any material investigation or other material inquiry by such agency regarding financial
or other operational results of any Loan Party or any Restricted Subsidiary;


 






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(e)              
 reasonably promptly after the assertion in writing or occurrence thereof, notice of any action arising under any Environmental
Law against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect;


 


(f)               
together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), a report supplementing Schedule 5.16
(in connection with the delivery of the annual financial statements only);


 


(g)              
following the approval of the Sustainability Proposal, concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) or (b), as applicable, a certificate (the “Pricing Certificate”) in
in form and substance reasonably satisfactory to the Administrative Agent and the Sustainability Coordinator with evidence of the sustainability
targets for the corresponding Sustainability Reference Period (including a copy of the Metrics Report) and setting forth the calculations
of the Sustainability Adjustment Amount;


 


(h)              
[reserved]; and


 


(i)                
promptly, such additional information regarding the business, legal, financial or corporate affairs or operations of any Loan
Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, the Collateral Agent or any
Lender (through the Administrative Agent) may from time to time reasonably request.


 


Documents required to be delivered
pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be satisfied by causing such information to be publicly available on the SEC’s EDGAR
website or another publicly available reporting service and if so, shall be deemed to have been delivered on the date on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02;
or  on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided, that: the Borrower shall notify (which may be by facsimile or electronic
mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents promptly thereafter. The Administrative Agent shall have no obligation to request the
delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents. Notwithstanding the foregoing and anything herein to the contrary, to the
extent that a direct or indirect parent of the Borrower is a public company, the documents required to be delivered pursuant to Section 6.01(a)
or (b) or Section 6.02(b) shall be deemed to have been delivered on the date the Forms 10-K (in the case of Section 6.01(a)
and Section 6.02(b)), 10-Q (in the case of Section 6.01(b) and Section 6.02(b)) or 8-K (in the case of Section
6.02(b)) are filed with the SEC; provided that any such documents containing financial information shall be accompanied by
reconciliation statements eliminating the financial information pertaining to any Person other than the Borrower and its Restricted Subsidiaries.


 






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The Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders, the L/C Issuers and the Collateral Agent materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”; all other Lenders, “Private Lenders”)
may have personnel who do not wish to receive material non-public information with respect to Holdings, the Borrower and its Subsidiaries
and Affiliates (including Parent), or the respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will identify that portion
of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing
any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower, its Subsidiaries and
their respective securities for purposes of United States Federal and state securities laws (provided, however, that to
the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Each of Holdings and the Borrower hereby (i) acknowledges and agrees that no Borrower Material delivered pursuant to Section 6.01(a),
6.01(b) (other than any reconciliation statements delivered pursuant thereto eliminating the financial information pertaining
to any Person other than the Borrower and its Restricted Subsidiaries) or 6.02(a) shall contain any material non-public information
with respect to Holdings, the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state
securities laws and (ii) authorizes the Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders to
treat all Borrower Materials delivered pursuant to Section 6.01(a), 6.01(b) (other than any reconciliation statements delivered
pursuant thereto eliminating the financial information pertaining to any Person other than the Borrower and its Restricted Subsidiaries)
or 6.02(a) as not containing any material non-public information with respect to Holdings, the Borrower, its Subsidiaries and
their respective securities for purposes of United States Federal and state securities laws and as suitable for distribution to Public
Lenders.


 


6.03       
Notices. Promptly notify the Administrative Agent and each Lender after a Responsible Officer of Borrower becomes aware
thereof:


 


(a)         
of the occurrence of any Default or Event of Default;


 


(b)        
of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out
of or resulting from any adverse determination in any dispute, litigation, investigation, proceeding between any Loan Party or any Subsidiary
and any Governmental Authority, the commencement of, or any development in, any litigation or proceeding before a Governmental Authority
affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws and or in respect of IP Rights, or
  the occurrence of any ERISA Event;


 






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(c)         
[reserved]; and


 


(d)        
of the occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant
to Section 2.05(b)(ii), and incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory
prepayment pursuant to Section 2.05(b)(iii).


 


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


 


Notwithstanding the foregoing or any provision
of the Loan Documents, in no event shall Borrower or any of its Subsidiaries be required to provide any such information (1) which constitutes
non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure to any Agent or any Lender (or
their respective representatives or contractors) is prohibited by law or contractual confidentiality obligation owed to a third party,
which obligation (x) was entered into in the ordinary course of business, (y) was entered into for a bona fide purpose and (z) has a
reasonable relationship as determined by the Borrower in their reasonable discretion to the event, condition or other matter that is
the basis therefor or (3) is subject to attorney client or similar privilege or constitutes attorney work-product.


 


6.04        
Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations
and liabilities, including all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless
the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP
(subject to Section 1.03) are being maintained by the Borrower or such Restricted Subsidiary; all lawful claims which, if unpaid,
would by law become a Lien upon its property; and all Indebtedness, as and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness except, in each case, to the extent the failure to pay or discharge
the same could not reasonably be expected to have a Material Adverse Effect.


 


6.05        
Preservation of Existence, Etc.  Preserve, renew and maintain in full force and effect its legal existence under the
Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05,  take
all reasonable action to maintain all rights, privileges (including its good standing in each jurisdiction in which such qualification
is required), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under this Agreement,
preserve or renew all of its registered or issued IP Rights to the extent appropriate consistent with its reasonable business judgment.


 






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6.06         
Maintenance of Properties. Except as otherwise permitted under this Agreement, (a) maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary
wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements,
upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.


 


6.07        
Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to
its properties and business against loss or damage of the kinds customarily insured against by Persons of established reputation engaged
in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary
for similarly situated Persons of established reputation engaged in the same or similar businesses as the Borrower and its Subsidiaries)
as are customarily carried under similar circumstances by such other Persons.


 


6.08          Compliance
with Laws. Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and Permits and duly
observe all requirements of any foreign, Federal, state or local Governmental Authority, in each case, applicable to it or to its business
or property, except if the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


6.09         
Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with
GAAP (subject to Section 1.03) consistently applied shall be made of all financial transactions and matters involving the assets
and business of the Borrower or such Restricted Subsidiary, as the case may be.


 


6.10         
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent, to visit and inspect
any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and
to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of
the Borrower and at such reasonable times upon not less than five Business Days’ prior written notice during normal business hours
and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, that, excluding any such
visits and inspections during the continuation of an Event of Default, only the Administrative Agent may exercise rights under this Section 6.10
and the Collateral Agent shall not exercise such rights more often than two times during any calendar year absent the existence of
an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when
an Event of Default exists the Administrative Agent (or any of its respective representatives or independent contractors) may do any
of the foregoing at the expense of the Borrower at any time during normal business hours and upon not less than one Business Day’s
prior written notice. The Administrative Agent shall allow the Responsible Officers of the Borrower to participate in any discussions
with the Borrower’s accountants. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative
Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including
any attorney work product) and materials that the Credit Parties or any of their Restricted Subsidiaries may not disclose without violation
of a material confidentiality obligation binding upon it.


 






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6.11         
Use of Proceeds.


 


(a)              
Use the proceeds of the Term Borrowings on the Closing Date for the Refinancing and to pay Transaction Costs.


 


(b)              
Use the proceeds of the Revolving Credit Borrowings to finance or refinance the working capital and capital expenditures needs
of the Borrower and its Restricted Subsidiaries and for general corporate purposes (including any actions permitted by Article VII)
of the Restricted Group, including to pay Transaction Costs.


 


6.12         
Covenant to Guarantee Obligations and Give Security.


 


(a)              
[Reserved].


 


(b)              
Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary other than an Excluded Subsidiary by any
Loan Party (provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted
Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed
to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12), or upon the acquisition
of any personal property (other than “Excluded Property,” as defined in the Security Agreement) or any Material Real Property
by any Loan Party, which real or personal property, in the reasonable judgment of the Administrative Agent, is not already subject to
a perfected Lien in favor of the Collateral Agent for the benefit of the Secured Parties, then the Borrower shall, in each case at the
Borrower’s expense:


 


(i)            
in connection with the formation or acquisition of a Restricted Subsidiary, within ten (10) days after such formation
or acquisition or such longer period, not to exceed an additional forty-five (45) days, as the Administrative Agent may agree in its
sole discretion, (A) cause each such Restricted Subsidiary that is not an Excluded Subsidiary, to duly execute and deliver to the Administrative
Agent and the Collateral Agent a Guaranty or Guaranty supplement, in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (B) (if not already
so delivered) deliver certificates representing the Equity Interests of such Restricted Subsidiary accompanied by undated stock powers
or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed
in blank to the Collateral Agent, together with supplements to the Security Agreement (and, if applicable, supplements to the other Collateral
Documents) with respect to the pledge of any Equity Interests or Indebtedness and any additional assets of such Restricted Subsidiary
in accordance with the Security Agreement, Intellectual Property Security Agreement and other Collateral Documents, as specified by and
in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement,
Intellectual Property Security Agreement and the other Collateral Documents), securing payment of all the Obligations of the applicable
Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;


 






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(ii)           
within ten (10) days after such formation or acquisition, or such longer period, not to exceed an additional forty-five (45) days,
as the Administrative Agent may agree in its sole discretion, furnish to the Administrative Agent and the Collateral Agent a description
of the real and personal properties of the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries) in detail
reasonably satisfactory to the Administrative Agent and the Collateral Agent;


 


(iii)          
within thirty (30) days (or sixty (60) days with respect to any Material Real Property) after such formation or acquisition,
or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion,
duly execute and deliver, and cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to the Administrative
Agent and the Collateral Agent Mortgages (with respect to Material Real Properties only) and other agreements, documents and instruments
as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with
the Security Agreement and Mortgages), securing payment of all the Obligations of the applicable Loan Party or such Subsidiary, as the
case may be, under the Loan Documents and constituting Liens on all such properties;


 


(iv)          
within thirty (30) days (or sixty (60) days with respect to any Material Real Property) after such formation or acquisition,
or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion,
take, and cause such Restricted Subsidiary that is not an Excluded Subsidiary to take, whatever additional action (including, without
limitation, the recording of Mortgages (with respect to Material Real Properties only), the filing of Uniform Commercial Code financing
statements, the giving of notices and the endorsement of notices on title documents and delivery of stock and membership interest certificates)
as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative
of the Collateral Agent designated by it) valid and subsisting Liens (to the extent required by the Collateral Documents) on the properties
purported to be subject to the Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other
Collateral Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their
terms;


 


(v)           
promptly as practicable (but in any event no later than sixty (60) days or such longer period, not to exceed an additional
sixty (60) days, as the Administrative Agent may agree in its sole discretion) after the request of the Administrative Agent, satisfy
the Real Property Collateral Requirements with respect to each Material Real Property; and


 


(vi)          
at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such
other action as the Administrative Agent or the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining
the full benefits of, or in perfecting and preserving the Liens of, such Guaranties, Mortgages, Security Agreement Supplements, Intellectual
Property Security Agreement Supplements and other Collateral Documents.


 






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(c)              
Notwithstanding the foregoing, the Collateral Agent shall not take a security interest in those assets as to which the Administrative
Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles
or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.


 


(d)              
For the avoidance of doubt, changes in organization of a Loan Party or any of its Restricted Subsidiaries (such as conversion
of a corporation into a limited liability company) shall not constitute a formation or acquisition of a Restricted Subsidiary; provided
that within ten (10) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) such
converted entity shall deliver such instruments and documents (including UCC financing statements and affirmation of its obligations
under the Loan Documents) and take all such other action as the Administrative Agent or the Collateral Agent may deem necessary or desirable
in preserving the continuing validity and perfection of the Collateral Agent’s Lien on the Collateral owned by (or, in the case
of Equity Interests of such Person included in the Collateral, issued by) such Person.


 


6.13         
Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) comply, and make all reasonable efforts to cause
all lessees operating or occupying its owned, leased or operated properties to comply, with all applicable Environmental Laws and Environmental
Permits; (b) obtain and renew all Environmental Permits necessary for its operations and owned, leased or operated properties; and (c)
conduct any investigation, remediation or other response action necessary to address any Environmental Release of Hazardous Materials
at any of its owned, leased or operated properties, to the extent required by, and in accordance with, applicable Environmental Laws.


 


6.14         
Further Assurances, Post Closing Obligations.


 


(a)           
Promptly upon request by the Administrative Agent, the Collateral Agent, or the Required Lenders,  correct any material defect
or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument
relating to any Collateral, and  do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any
and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, the Collateral Agent, an
L/C Issuer or any Lender through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively
the purposes of the Loan Documents.


 


(b)          
Within the time periods specified on Schedule 6.14 hereto (as each may be extended by the Administrative Agent in its reasonable
discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 6.14 hereto.


 


6.15         
Maintenance of Ratings. Use commercially reasonable efforts (to the extent of the availability of necessary financial information)
to maintain public credit rating of the Facilities from each of S&P and Moody’s, a public corporate family rating of the Borrower
from Moody’s and a public corporate credit rating of the Borrower from S&P (but not any specific credit rating).


 






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6.16        Conference
Calls. With respect to each full fiscal year for which financial statements have been delivered pursuant to Section 6.01(a),
not later than twenty (20) days after the delivery of such financial statements, hold, at the request of the Administrative Agent a telephonic
conference call with all Lenders who choose to attend such conference call, on which conference call shall be reviewed the financial
results and the financial condition of the Borrower and its Restricted Subsidiaries for, and as of the last day of, such fiscal year,
and a telephonic conference call with all Private Lenders who choose to attend such conference call, on which conference call shall be
reviewed the projections presented for the then-current fiscal year of the Borrower; it being understood that only one such call pursuant
to each of clauses (a) and (b) shall be held per fiscal year of the Borrower. The Borrower and its Subsidiaries shall have
no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials
protected by attorney-client privilege (including any attorney work product) and materials that the Loan Parties or any of their Restricted
Subsidiaries may not disclose without violation of a material confidentiality obligation binding upon it.


 


6.17         
ERISA.


 


(a)           
Provide to the Administrative Agent promptly following receipt thereof, copies of any documents described in Section 101(k) or
101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Loan
Parties or any of their respective ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of
the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates
shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies
of such documents and notices to the Administrative Agent promptly after receipt thereof.


 


(b)           
Provide to the Administrative Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by any Loan Party or any ERISA Affiliate with the IRS with respect to each Pension Plan; the most recent actuarial valuation report
for each Pension Plan and such other documents or governmental reports, filings or findings relating to any Plan (or employee benefit
plan sponsored or contributed to by any Loan Party), as the Administrative Agent shall reasonably request.


 


Article
VII

NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied,
or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash
Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), (A) (except with respect
to Section 7.15) the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly
and (B) (with respect to Section 7.15) Holdings shall not:


 






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7.01         
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, other than the following:


 


(a)         
Liens pursuant to any Loan Document;


 


(b)         
Liens existing on the Closing Date and listed on Schedule 7.01 and any modifications, replacements, renewals or extensions
thereof; provided, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is
affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03,
and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such
Liens is permitted by Section 7.03;


 


(c)         
Liens for taxes, assessments or governmental charges which are either (x) immaterial to the Restricted Group taken as a whole
or (y) not overdue for a period of more than sixty (60) days and which are being contested in good faith and by appropriate proceedings
diligently conducted, and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with
GAAP (subject to Section 1.03);


 


(d)         
statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than sixty (60)
days or which are being contested in good faith and by appropriate proceedings diligently conducted and adequate reserves with respect
thereto are maintained on the books of the applicable Person;


 


(e)         
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation and securing liability for reimbursement or indemnification obligations of (including obligations
in respect of bank Guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings
or any of its Restricted Subsidiaries;


 


(f)         
deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed
money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including
those to secure health, safety and environmental obligations and those required or requested by any Governmental Authority other than
letters of credit) incurred in the ordinary course of business;


 


(g)       
easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions),
encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, individually and in
the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Person or in the case
of any Material Real Property, encumbrances disclosed in the title insurance policy issued to the Collateral Agent;


 






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


 


(i)          
Liens securing Indebtedness permitted under Section 7.03(w); provided, that such Liens attach concurrently
with or within two hundred and seventy (270) days after the acquisition, repair, replacement or improvement (as applicable) of the property
subject to such Liens, such Liens do not at any time encumber any property (except for replacements, additions and accessions to such
property) other than the property financed by such Indebtedness and the proceeds and the products thereof and with respect to Capitalized
Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capitalized Leases and the
proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender
may be cross collateralized to other financings of equipment provided by such lender;


 


(j)          
[reserved];


 


(k)        
Liens on cash, Cash Equivalents or other property arising in connection with any defeasance, discharge or redemption of Indebtedness;


 


(l)          
leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material
respect with the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);


 


(m)        
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 in the ordinary course of business;


 


(n)         
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection,
attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; in favor
of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits
(including the right of set-off) and which are within the general parameters customary in the banking industry; and incurred in connection
with a cash management program established in the ordinary course of business;


 


(o)         
Liens  on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i)
or (o) to be applied against the purchase price for such Investment, or  consisting of an agreement to Dispose of any
property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition,
as the case may be, would have been permitted on the date of the creation of such Lien;


 









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(p)         
 Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(f);


 


(q)        
Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Restricted
Subsidiary (excluding Liens existing on property of any Person designated as a Restricted Subsidiary in accordance with the second sentence
of the definition of “Unrestricted Subsidiary”, provided, however, the foregoing exclusion shall not apply
to Liens existing on property that would have otherwise been permitted by this Section 7.03(q) had such Unrestricted Subsidiary
been a Restricted Subsidiary at the time such property was acquired by such Unrestricted Subsidiary) after the Closing Date (other than
Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that  such Lien was not created in contemplation
of such acquisition or such Person becoming a Subsidiary,  such Lien does not extend to or cover any other assets or property (other
than the proceeds or products thereof), and  the Indebtedness secured thereby is permitted under Section 7.03(k)(B);


 


(r)         
Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Restricted
Subsidiaries in the ordinary course of business;


 


(s)         
any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement
in the ordinary course of business permitted by this Agreement;


 


(t)         
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by
the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;


 


(u)         
Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;


 


(v)        
Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(w)        
Liens on Cash Collateral granted in favor of any Lenders and/or L/C Issuers created as a result of any requirement or option to
Cash Collateralize pursuant to Section 2.03(a)(ii)(G) or 2.05(b)(v);


 


(x)          
Liens on the Collateral securing Permitted Pari Ratio Debt and Permitted Junior Ratio Debt;


 


(y)         
Specified Refinancing Liens;


 


(z)         
Liens that are customary contractual rights of setoff relating to the establishment of depository relations with banks or other
financial institutions not given in connection with the incurrence of Indebtedness, relating to pooled deposit or sweep accounts of the
Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of the Borrower or any of its Restricted Subsidiaries, or relating to purchase orders and other agreements entered into with
customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 






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(aa)       
 zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the
business complies, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate
the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its
Restricted Subsidiaries (other than Immaterial Subsidiaries);


 


(bb)      
Liens solely on any cash earnest money deposits or other similar escrow arrangements made by the Borrower or any of its Restricted
Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;


 


(cc)       
Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress
or partial payments by a third party relating to such property or assets;


 


(dd)      
Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness
of such Unrestricted Subsidiary;


 


(ee)       
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(ff)         
other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed the greater
of $60,000,000 and 3.5% of Consolidated Total Assets;


 


(gg)       
Liens created or deemed to exist in connection with a Qualified Securitization Transaction permitted under Section 7.03(v) (including
any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable Receivables and
Receivables Related Assets actually sold, purported to be sold, contributed, financed or otherwise conveyed or pledged pursuant to such
transaction; and


 


(hh)      
with respect to any Mortgaged Property, Permitted Encumbrances applicable to such Mortgaged Property.


 


7.02         
Investments. Make or hold any Investments, except:


 


(a)         
Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents;


 









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(b)         
 loans or advances to officers, directors and employees of Holdings and its Restricted Subsidiaries (i) in an aggregate amount
not to exceed $5,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes
(including payroll payments in the ordinary course of business), and (ii) in connection with such Person’s purchase of Equity
Interests of Holdings or any direct or indirect parent thereof in an aggregate amount not to exceed $3,000,000;


 


(c)         
Investments (i) by any Loan Party in the Borrower or any Subsidiary Guarantor (including any new Restricted Subsidiary which becomes
a Subsidiary Guarantor), (ii) by any Restricted Subsidiary of the Borrower that is not a Loan Party in any Loan Party (other than
Holdings) or in any other such Restricted Subsidiary that is also not a Loan Party, (iii) [reserved] and (iv) by any Loan Party in any
Restricted Subsidiary of the Borrower that is not a Loan Party; provided that the aggregate amount of Investments made pursuant to this
clause (iv), together with the aggregate amount of Investments made pursuant to Section 7.02(i)(B), shall not exceed $80,000,000
at any one time outstanding;


 


(d)         
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business (including advances made to distributors consistent with past practice), Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments
to suppliers in the ordinary course of business and consistent with past practice;


 


(e)        
Investments arising out of transactions permitted under Sections 7.01, 7.03 (other than Section 7.03(d)(B)(2)),
7.04 (other than Sections 7.04(a)(ii)(B), 7.04(c)(ii) and 7.04(d)), 7.05 (other than Section 7.05(f)(C)),
7.06 (other than Section 7.06(d) with respect to Investments under Section 7.02) and 7.14;


 


(f)           Investments
existing on the Closing Date set forth on Schedule 7.02 and any modification, replacement, renewal or extension thereof;
provided, that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted
by this Section 7.02;


 


(g)         
Investments in Swap Contracts permitted under Section 7.03(g);


 


(h)         
promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05
(other than Section 7.05(f));


 


(i)          
the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets
constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person (such assets
or Person being referred to herein as the “Acquired Business”) that, upon the consummation thereof, will be
a Restricted Subsidiary (including, without limitation, as a result of a merger or consolidation); provided that, with respect
to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):


 









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(A)            
 each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements
of Section 6.12;


 


(B)             
the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued
or transferred to the sellers thereof, earnouts and other contingent payment obligations to such sellers and all assumptions of Indebtedness
in connection therewith) paid by or on behalf of the Borrower and its Restricted Subsidiaries for any such purchase or other acquisition
of an entity that does not become a Guarantor or of assets that do not become Collateral because such assets are owned by an entity that
is not required to become a Guarantor, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower
and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Restricted Subsidiaries of
entities that do not become Guarantors or of assets that do not become Collateral, pursuant to this Section 7.02(i), together
with the aggregate amount of Investments made pursuant to Section 7.02(e)(iv), shall not exceed $80,000,000;


 


(C)             
immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default
shall have occurred and be continuing;


 


(D)            
the Acquired Business shall be an operating company or division or line of business that engages in a line of business substantially
similar, reasonably related or incidental to the business that the Borrower is engaged in on the Closing Date;


 


(E)             
in the case of the acquisition of the Equity Interests of another Person, the Board of Directors of such other Person to be acquired
shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition and shall not
have commenced any action which alleges that such acquisition will violate applicable Law; and


 


(F)             
The Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one (1) Business Day prior to
the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance
reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i)
have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;


 


(j)          
Investments in Joint Ventures, such Investments not to exceed $20,000,000 at any one time outstanding; provided that prior
to making any Investments under this Section 7.02(j), the Borrower shall have delivered a statement in reasonable detail
from the Borrower setting out the business rationale for such Investment;


 


(k)        
Investments in the ordinary course of business consisting of  endorsements for collection or deposit and customary trade
arrangements with customers consistent with past practices;


 









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(l)          
 Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to
any secured Investment;


 


(m)        
the licensing, sublicensing or contribution of IP Rights pursuant to joint research development or marketing arrangements with
Persons other than the Borrower and its Restricted Subsidiaries consistent with past practices;


 


(n)         
loans and advances to Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances
or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings in accordance with Sections 7.06(e),
7.06(f) or 7.06(i) (so long as such amounts are counted as Restricted Payments for purposes of such sections);


 


(o)         
so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing,
other Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations
set forth in the foregoing clauses (c)(iv) and (i)(B), respectively) not exceeding the greater of $90,000,000 and 5.0%
of Consolidated Total Assets at any one time outstanding; provided, however, that, such amount may be increased by the
Net Cash Proceeds of Permitted Equity Issuances, except to the extent such Net Cash Proceeds have been applied to make Restricted Payments
pursuant to Section 7.06(c) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of
any Junior Financing pursuant to Section 7.14 or to make previous Investments pursuant to this Section 7.02(o);


 


(p)         
pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y)
otherwise made in connection with Liens permitted under Section 7.01;


 


(q)         
loans or advances made to distributors in the ordinary course of business and consistent with past practice;


 


(r)         
Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests (other than Disqualified
Equity Interests) of Holdings (or any direct or indirect parent of Holdings) to the seller of such Investments;


 


(s)        
Investments of a Restricted Subsidiary that is acquired after the Closing Date or of a company merged or amalgamated or consolidated
into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04
after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition,
merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Borrower and its
Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation;


 









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(t)         
 Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of
limitations set forth in the foregoing clauses (c)(iv) and (i)(B), respectively) made with the portion, if any, of the
Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.02(t), such election to
be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit
immediately prior to such election and the amount thereof elected to be so applied; provided that immediately before and immediately
after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing; and


 


(u)         
Investments in connection with a Qualified Securitization Transaction.


 


7.03         
Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)         
Indebtedness of the Loan Parties in respect of the Obligations;


 


(b)         
(i) Indebtedness in existence on the Closing Date, that, to the extent in excess of $1,000,000, is listed on Schedule 7.03
and (ii) any Permitted Refinancing of any of the foregoing;


 


(c)         
Guarantees of any Loan Party (other than Holdings) in respect of Indebtedness of the Borrower or a Restricted Subsidiary otherwise
permitted hereunder;


 


(d)         
Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party owed
to (1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party constituting an Investment permitted under Section 7.02(c),
7.02(o) or 7.02(t), and (C) any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided that
all such Indebtedness pursuant to this clause (d) shall be (1) unsecured, (2) evidenced by the Intercompany Note, (3) if owed
to a Loan Party, subject to the Collateral Agent’s first-priority security interest pursuant to the Collateral Documents and (4)
if owed by a Loan Party, expressly subordinated in right of payment to the payment in full of the Obligations on terms reasonably satisfactory
to the Administrative Agent;


 


(e)         
[reserved];


 


(f)          
Indebtedness of the Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate amount at any one time outstanding
not to exceed the greater of $45,000,000 and 2.5% of Consolidated Total Assets;


 


(g)        
Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates, foreign exchange rates or
commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;


 


(h)         
guarantees incurred by the Borrower or a Restricted Subsidiary in the ordinary course of business in respect of obligations (not
for money borrowed) of a Restricted Subsidiary to a supplier, customer, franchisee, lessor or licensee that in each case is not an Affiliate;


 






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(i)                
Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries;


 


(j)                Indebtedness
consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates,
spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or its direct or indirect parent permitted
by Section 7.06;


 


(k)              
 (A) Indebtedness incurred by the Borrower or its Restricted Subsidiaries in a Permitted Acquisition or a Disposition permitted
under Section 7.05 under agreements providing for the adjustment of the purchase price or similar adjustments and (B) Indebtedness
of any Person acquired pursuant to a Permitted Acquisition that is secured, if at all, only by Liens permitted by Section 7.01(q);
provided that (x) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (y) immediately before
and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (z) the aggregate
principal amount of all such Indebtedness shall not exceed $10,000,000;


 


(l)                
Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for customary indemnification, deferred
purchase price, obligations in respect of earn outs or other adjustments of purchase price or, in each case, similar obligations, in
each case, incurred or assumed in connection with the Permitted Acquisition, or other acquisition or Disposition of any business or assets
or Person or any Equity Interests of a Subsidiary otherwise permitted hereunder, provided that, with respect to Dispositions,
the maximum liability of the Borrower and the Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the
gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any
subsequent changes in value), actually received by the Borrower and the Restricted Subsidiaries in connection with such Disposition;


 


(m)            
Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit
accounts;


 


(n)              
Indebtedness in an aggregate principal amount not to exceed the greater of $80,000,000 and 4.5% of Consolidated Total Assets at
any time outstanding;


 


(o)              
Indebtedness in respect of (A) workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs,
Taxes and other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing
of money and (B) any customary cash management, cash pooling or netting or setting-off arrangements incurred in the ordinary course of
business;


 


(p)              
(A) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements,
in the case of the foregoing clauses (a) and (b) in the ordinary course of business and (B) Indebtedness incurred
by the Borrower or any of its Restricted Subsidiaries in respect of bank Guarantees, warehouse receipts or similar instruments issued
or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations
regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following
the due date thereof;


 






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(q)              
obligations in respect of performance, bid, appeal and surety bonds and performance and completion Guarantees and similar obligations
provided by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 


(r)               
[reserved];


 


(s)               
[reserved];


 


(t)                
Indebtedness incurred by a Loan Party constituting Permitted Ratio Debt;


 


(u)              
Indebtedness constituting Specified Refinancing Debt;


 


(v)              
Indebtedness of Securitization Subsidiaries under Qualified Securitization Transactions; provided, that, the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed $200,000,000; and


 


(w)            
(i) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue
bond, industrial development bond and similar financings) incurred for the purpose of financing all or any part of the purchase price
or cost of design, construction, installation or improvement of property (real or personal), plant or equipment (whether through the
direct purchase of assets or the Equity Interests of any Person owning such assets) used in the business of the Borrower or any Restricted
Subsidiary, (ii) Indebtedness secured by Specified Contract Rights and Specified Build Own Operate Equipment; provided that the aggregate
amount of all such Indebtedness at any one time outstanding under this clause 7.03(w), including all Permitted Refinancing thereof incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (w), shall not exceed $160,000,000.


 


7.04         
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in
favor of any Person, except that, so long as no Event of Default exists or would result therefrom:


 


(a)              
any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower
into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall
be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations
of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries,
provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing
or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness
of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;


 






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(b)              
 (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not
a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority
of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith
that such action is in the best interest of the Borrower and its Subsidiaries and is not adverse in any material respect to the Lenders
(it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the
time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form,
a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);


 


(c)              
any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the
Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the
transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted
Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03,
respectively;


 


(d)              
any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02;
provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries,
shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment
must be a permitted Investment in accordance with Section 7.02; and


 


(e)              
a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant
to Section 7.05 (other than Section 7.05(f)(A)).


 


7.05         
Dispositions. Make any Disposition, except:


 


(a)              
Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business
and Dispositions of tangible property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries;


 






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(b)              
 the abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration
of any IP Rights to lapse or go abandoned) to the extent Borrower determines in its reasonable business judgment that (i) such IP Rights
are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected to materially
and adversely affect the business of the Borrower or any of its Restricted Subsidiaries;


 


(c)              
Dispositions of inventory and goods held for sale in the ordinary course of business;


 


(d)              
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;


 


(e)              
any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims
in the ordinary course of business;


 


(f)               
 (A) Dispositions permitted by Section 7.04, (B) Liens permitted by Section 7.01 (other than Section 7.01(o)(ii)),
(C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions under this Section
7.05 and Section 7.02(h)) and (D) Restricted Payments permitted by Section 7.06;


 


(g)              
[reserved];


 


(h)              
Dispositions of Cash Equivalents;


 


(i)                
Dispositions of accounts receivable in connection with the collection or compromise thereof;


 


(j)                
licensing or sublicensing of IP Rights in the ordinary course of business on customary terms and which does not materially interfere
with the business of the Borrower and its Restricted Subsidiaries;


 


(k)              
sales of property and issuances and sales of Equity Interests (A) among or between Loan Parties (other than Holdings); provided
that the sale or issuance by the Borrower of its Equity Interests to Holdings shall be permitted, (B) among or between Restricted
Subsidiaries that are not Loan Parties, (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties (other than Holdings)
or (D) by Loan Parties to Restricted Subsidiaries that are not Loan Parties; provided that the fair market value of all property
so Disposed of pursuant to this sub-clause (D) following the Closing Date shall not exceed $25,000,000 in the aggregate;


 


(l)                
leases, subleases, licenses or sublicenses of property (other than IP Rights, which are the subject of Section 7.05(j))
in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries;


 






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(m)            
 transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;


 


(n)              
[reserved];


 


(o)              
Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided,
that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into
at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the aggregate
book value of all property Disposed of in reliance on this clause (o) following the Closing Date shall not exceed $60,000,000
and (iii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75%
cash consideration;


 


(p)              
Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used to effect
any such Qualified Securitization Transaction) of Receivables and Receivables Related Assets in connection with any Qualified Securitization
Transaction; and Dispositions of Receivables and Receivables Related Assets in connection with the capitalization of any special purpose
entity used to effect any Qualified Securitization Transaction;


 


provided, however, that any Disposition
of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (h) and (j)),
shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed
of as expressly permitted by this Section 7.05, such Collateral shall be sold free and clear of the Liens created by the
Loan Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order
to effect the foregoing.


 


7.06         
Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:


 


(a)              
each Restricted Subsidiary may make Restricted Payments to the Borrower and to Restricted Subsidiaries (and, in the case of a
Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner
of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);


 


(b)              
the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the
Equity Interests (other than Disqualified Equity Interests) of such Person;


 


(c)              
the Borrower may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds of
any Permitted Equity Issuance, except to the extent such Net Cash Proceeds have been applied to make Investments pursuant to Section
7.02(o) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant
to Section 7.14 or to make previous Restricted Payments pursuant to this Section 7.06(c);


 






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(d)              
 to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into transactions expressly
permitted by Section 7.02, 7.04, 7.08 or 7.14;


 


(e)              
the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings, so long as, with respect to any such Restricted
Payments made pursuant to sub-clause (iv) or sub-clause (vii) below, no Event of Default under Section 8.01(a),
(f) or (g) shall have occurred and be continuing or would result therefrom:


 


(i)                
so long as the Borrower is a member of a consolidated, combined, unitary or affiliated group of which Holdings is the parent for
foreign, federal, state or provincial or local income tax purposes, the proceeds of which will be used to pay the tax liability to each
foreign, federal, state, provincial or local jurisdiction in respect of which a consolidated, combined, unitary or affiliated return
is filed by Holdings that includes the Borrower and its Subsidiaries, to the extent such tax liability does not exceed the lesser of
(x) the taxes that would have been payable by the Borrower and its Subsidiaries as a stand-alone group and (y) the actual tax liability
of the consolidated, combined, unitary or affiliated group of which the Borrower is a member, reduced by any such payments paid or to
be paid directly by the Borrower or its Subsidiaries; provided that Restricted Payments made under this clause (i) in respect
of taxes attributable to the income of Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted
Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries;


 


(ii)             
the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable
it to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including,
without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary
and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,500,000 in any 12-month period plus any
reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations
of the Borrower and its Restricted Subsidiaries;


 


(iii)           
the proceeds of which shall be used by Holdings to pay its (or to make a Restricted Payment to its direct or indirect parent to
enable it to pay) franchise taxes and similar taxes and other expenses necessary to maintain its corporate existence;


 


(iv)            
the proceeds of which will be used to repurchase the Equity Interests of Holdings (or to make a Restricted Payment to its direct
or indirect parent to enable it to repurchase its Equity Interest) from directors, employees or members of management of Holdings or
any Restricted Subsidiary (or their estate, family members, spouse and/or former spouse), in an aggregate amount not in excess of (A)
$7,500,000 in any calendar year; provided, that the Borrower may carry over and make in any subsequent calendar year or years,
in addition to the amount for such subsequent calendar year, the amount not utilized in the prior calendar year or years up to a maximum
of $7,5000,000 with respect to such subsequent calendar year; provided, further, that the amounts set forth in this clause (e)(iv)
may be further increased by the proceeds of any key-man life insurance maintained by Holdings (or its direct or indirect parent),
the Borrower or a Restricted Subsidiary, to the extent such proceeds are received by the Borrower or a Restricted Subsidiary, plus to
the extent contributed in cash to the common equity of the Borrower, the Net Cash Proceeds from the sale of Equity Interests of any of
the Borrower’s or its direct or indirect parent companies, in each case to members of management, managers, directors or consultants
of Holdings, the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date;


 






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(v)              
the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property
and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of
all of the Equity Interests in a Person that, provided that if such purchase or other acquisition had been made by the Borrower, it would
have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02; provided, that such
Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and Holdings shall, immediately
following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower
or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired
into the Borrower or its Restricted Subsidiaries in order to consummate such purchaser or other acquisition;


 


(vi)            
repurchases of Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options and warrants; and


 


(vii)         
the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent
thereof to pay, other than to Affiliates of Holdings (other than Affiliates that are bona fide investment banks), a portion of any customary
fees and expenses related to any unsuccessful equity offering by Holdings (or any direct or indirect parent thereof), or any unsuccessful
debt offering by any direct or indirect parent of Holdings, in each case directly attributable to the operations of the Borrower and
its Restricted Subsidiaries;


 


(f)               
in addition to the foregoing Restricted Payments, the Borrower may make additional Restricted Payments to Holdings in an aggregate
amount not to exceed the sum of (1) an amount (which shall not be less than zero) equal to the greater of $25,000,000 and 1.5% of Consolidated
Total Assets; plus (2) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to
apply to this Section 7.06(f)(2), such election to be specified in a written notice of a Responsible Officer of the Borrower
calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to
be so applied, provided that (in the case of this Section 7.06(f)(2)) immediately before and immediately after giving
effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing;


 






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(g)              
[reserved];


 


(h)              
[reserved]; and


 


(i)                
repurchases of Equity Interests of Holdings, the Borrower or any Restricted Subsidiary to fund the payment of withholding or similar
Taxes that are payable by any future, present or former employee, director, manager or consultant (or any spouse, former spouse, successor,
executor, administrator, heir, legatee or distributee of any of the foregoing) in connection with the exercise of stock options.


 


7.07         
Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted (or proposed to be conducted) by the Borrower and its Restricted Subsidiaries on the Closing Date or any business reasonably
related, ancillary, incidental, synergistic, complementary or related to, or a reasonable extension, development or expansion thereof,
in each case, as determined by the Borrower in good faith.


 


7.08         
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not
in the ordinary course of business, other than (a) transactions among Loan Parties and their Restricted Subsidiaries on fair and reasonable
terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted
Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; (b) customary fees and indemnities
may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries and
reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to the operations
of the Borrower and its Restricted Subsidiaries; (c) the Borrower and its Restricted Subsidiaries may enter into employment, severance
or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course
of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans
and employee benefit plans and arrangements in the ordinary course of business; (d) the Borrower and its Restricted Subsidiaries may
make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries; (e) Restricted Payments permitted
under Section 7.06; (f) Investments in the Borrower’s Subsidiaries and Joint Ventures (to the extent any such Subsidiary
that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and its
Restricted Subsidiaries in such Subsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02; (g) [reserved];
(h) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other
labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to
the Borrower or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Borrower
or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated
Person; (i) [reserved]; (j) pledges of Equity Interests of the Unrestricted Subsidiary to secured Indebtedness of such Unrestricted Subsidiary;
(k) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; (l) transactions
pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent
such an amendment is not adverse to the Lenders in any material respect; (m) transactions relating to a Qualified Securitization Transaction;
and (n) Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used to effect
any such Qualified Securitization Transaction) of Receivables and Receivables Related Assets in connection with any Qualified Securitization
Transaction, and and Dispositions of Receivables and Receivables Related Assets in connection with the capitalization of any special
purpose entity used to effect any Qualified Securitization Transaction.


 






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7.09         
Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other
Loan Document) that limits the ability:


 


(a)              
of any Restricted Subsidiary of the Borrower to make Restricted Payments to the Borrower or any Guarantor which is a Restricted
Subsidiary of the Borrower or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement
in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements
or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrower in good faith), with respect to
such restrictions than those contained in those agreements on the Closing Date, (ii) any agreement in effect at the time any Restricted
Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of
such Person becoming a Restricted Subsidiary of the Borrower, provided that (x) any such agreement expressly permits such Restricted
Payments, transfers of property and investments to pay the Obligations and (y) the exception in this clause (ii) shall not apply
to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the definition of
 “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section 7.09(a)
had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement included in any agreement
governing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03;
(iv) (x) any agreement in connection with a Disposition permitted by Section 7.05 and (y) customary provisions limiting the
disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other
similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted
under Section 7.02), which limitation is applicable only to the assets that are the subject of such agreements, (v) customary
provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.02
and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) customary provisions restricting
assignment of any agreement entered into in the ordinary course of business, (vii) customary restrictions contained in the Specified
Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section 7.03(f) or (n) (provided that
the provisions of any such Indebtedness are not, taken as a whole, materially more restrictive (as determined by the Borrower in good
faith) than similar restrictions contained in this Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license,
authorization, concession or permit or (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords
or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
or


 






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(b)              
of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the
Obligations except for (i) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under 7.03(k)(B)
but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (ii) customary
restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate
to the assets subject thereto, (iii) customary restrictions contained in the Specified Refinancing Debt, Permitted Ratio Debt and Indebtedness
incurred pursuant to Section 7.03(f) or (n) (provided that such restrictions do not restrict the Liens securing
the Obligations or the first priority status thereof), (iv) restrictions arising in connection with cash or other deposits permitted
under Sections 7.01 or 7.02 and limited to such cash or deposit, (v) customary provisions restricting assignment of
any agreement entered into in the ordinary course of business, (vi) restrictions arising by reason of applicable Law, rule, regulation
or order or the terms of any license, authorization, concession or permit, and (vii) restrictions on cash or other deposits or net worth
imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered
into in the ordinary course of business.


 


7.10         
Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, to (a) purchase or carry margin
stock (within the meaning of Regulation U of the FRB), (b) extend credit to others for the purpose of purchasing or carrying margin stock
or to refund Indebtedness originally incurred for such purpose or (c) other than pursuant to and in accordance with Section 6.11.


 


7.11         
Maximum First Lien Leverage Ratio.Without the prior written consent of the Required Revolving Lenders, permit the First
Lien Leverage Ratio, as calculated on a Pro Forma Basis, as of the last day of any fiscal quarter (but only if (other than as
set forth in Section 4.02(d)) on the last day of such fiscal quarter the Total Revolving Credit Outstandings (exclusive of all (x) Cash
Collateralized L/C Obligations and (y) the aggregate amount available to be drawn under all Letters of Credit that have not been Cash
Collateralized in an amount not exceeding 50% of the Letter of Credit Sublimit) is in excess of the Covenant Trigger Amount), to be greater
than 5.55:1.00.


 


7.12         
Amendments of Organization Documents. Amend any of its Organization Documents in a manner materially adverse to the Administrative
Agent, the Collateral Agent or the Lenders; it being understood and agreed that changes in organization of the Borrower or any of its
Restricted Subsidiaries (such as conversion of a corporation into a limited liability company) shall not be deemed materially adverse
to the Administrative Agent, the Collateral Agent or the Lenders; provided that the Borrower and its Restricted Subsidiaries shall
comply with the provisions of Sections 6.12 and 6.14 with respect to such changes in organization.


 


7.13         
Accounting Changes. Make any change in accounting policies or reporting practices, except as required or permitted by GAAP
and pursuant to Section 1.03, or in the case of the Borrower only, fiscal year.


 






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7.14         
 Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments. (a) Prepay, redeem, purchase, defease
or otherwise satisfy prior to the scheduled maturity thereof in any manner (1) any Permitted Junior Ratio Debt, (2) any Permitted Unsecured
Ratio Debt, (3) any Specified Refinancing Debt that is unsecured or secured on a junior basis to the Obligations or (4) [reserved] (collectively,
together with any Permitted Refinancing of any of the foregoing, “Junior Financing”), or make any payment in
violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment of Junior Financing made
using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.14(a)(i),
such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount
of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that immediately
before and immediately after giving Pro Forma Effect to any such prepayment, no Default or Event of Default shall have occurred
and be continuing; (ii) (A) the refinancing of any Junior Financing with the Net Cash Proceeds of any Permitted Unsecured Ratio
Debt or of any Permitted Equity Issuance (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been
applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously
applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant
to this Section 7.14) and (B) the refinancing of Permitted Junior Ratio Debt or any Indebtedness described in the preceding clause
(a)(3) with the proceeds of any Permitted Junior Ratio Debt or Permitted Unsecured Ratio Debt, in each case, to the extent not required
to prepay any Loans or Facility pursuant to Section 2.05(b); (iii) the conversion of any Junior Financing to Equity Interests
(other than Disqualified Equity Interests); (iv) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate
amount not to exceed an amount (which shall not be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total
Assets, (v) [reserved] and (vi) as contemplated by clause (x) of the last sentence of Section 2.05(c) of this Agreement or (b) amend,
modify or change in any manner materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders any
term or condition of any Junior Financing Documentation.


 


7.15         
Holding Companies.


 


(a)              
In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental
to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents or any Specified Refinancing Debt,
(ii) incur any Indebtedness (other than (x) the Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments
permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than
Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n),
(t) or (u)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than
Liens pursuant to any Loan Document, Specified Refinancing Liens, Liens permitted under Section 7.01(x) or non-consensual Liens
arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries
(including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or
(y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).


 






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(b)              
 Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the
ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the
Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified
Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower),
(v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower,
(vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and
directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange
Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case,
as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder
meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.


 


Article
VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01         
Events of Default. Any of the following shall constitute an Event of Default (each, an “Event of Default”):


 


(a)              
Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount
of principal of any Loan or any amount required to be paid and/or Cash Collateralized pursuant to Section 2.05(b)(v), or (ii) within
five (5) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any L/C Obligation or any
fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or


 


(b)              
Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a),
6.05(a) (solely with respect to the Borrower) and 6.11 or Article VII; provided that a Default or an Event
of Default that results from a failure of the Borrower to comply with Section 7.11 shall not constitute a Default or an Event
of Default for purposes of the Term Facility or any other facility other than the Revolving Facility unless and until the date upon which
the Required Revolving Lenders have actually terminated all Revolving Credit Commitments and declared all Revolving Credit Loans and
other related Obligations to be immediately due and payable in accordance with this Agreement; or


 


(c)              
Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30)
days after notice thereof by the Administrative Agent or the Collateral Agent to the Borrower; or


 


(d)              
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by
or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered
in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or


 






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(e)              
Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period
with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
other Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount of more than the Threshold Amount,
or (B) fails to observe or perform any other agreement or covenant (after giving effect to any applicable grace period) relating to any
such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving
of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise),
or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that
this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer
of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing
for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness; provided,
further, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the
terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the
Loans pursuant to Section 8.02; or


 


(f)               
Insolvency Proceedings, Etc. Any Loan Party or any of its Restricted Subsidiaries that is not an Immaterial Subsidiary
institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors;
or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator
or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed
for sixty (60) calendar days or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material
part of its assets is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar
days or an order for relief is entered in any such proceeding; or


 


(g)              
Inability to Pay Debts; Attachment. (i) the Borrower, Holdings or any Restricted Subsidiary become unable or admit in writing
their inability or fail generally to pay their debts as they become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of such Persons and is not released, vacated or fully bonded
within sixty (60) calendar days after its issue or levy; or


 


(h)              
 Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment
of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a
period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or


 


(i)                
ERISA. An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC
in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or any Loan Party or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a
Material Adverse Effect; or


 


(j)                
Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04
or 7.05) or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests
in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further
liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the
Aggregate Commitments), or purports to revoke or rescind any Loan Document; or


 


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


 


(l)                
Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms
thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected
first priority lien on and security interest in the Collateral covered thereby, subject to Liens permitted under Section 7.01,
except to the extent that any such perfection or priority is not required pursuant to Section 4.01, Section 6.12
or Section 6.14 or results from the failure of the Collateral Agent to maintain possession of certificates actually delivered
to it representing securities pledged under the Collateral Documents.


 






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Solely for the purpose of determining whether
a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any
such clause to any Restricted Subsidiary shall be deemed to exclude any Immaterial Subsidiary (provided however that all Restricted Subsidiaries
affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted
Subsidiary, for purposes of determining whether the condition specified above is satisfied).


 






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8.02         
 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:


 


(a)              
declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated;


 


(b)              
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)              
require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof);
and


 


(d)              
exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the
Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated
as “Designated Senior Debt,” and/or under applicable Law;


 


provided, however, that upon the
occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States,
the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid in this Section 8.02 shall automatically
become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically
become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything herein to the
contrary, neither the Administrative Agent nor any Lender may take any action with respect to an Event of Default arising out of Section
8.01(b) resulting solely from the breach of Section 7.11, without the express instructions from the Required Revolving Lenders.


 


8.03         
[Reserved].


 


8.04         
Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions
of Sections 2.15 and 2.16, be applied by the Collateral Agent in the following order:


 


First, to
payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements
and other charges of counsel payable under Section 10.04 and amounts payable under Article III) payable to the Administrative
Agent or the Collateral Agent, each in its capacity as such;





 



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Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges of counsel payable under
Sections 10.04 and 10.05) arising under the Loan Documents and amounts payable under Article III, ratably among them
in proportion to the respective amounts described in this clause Second payable to them;


 


Third, to
payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings,
ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to
them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, the L/C Borrowings and Obligations then owing
under Secured Hedge Agreements and the Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks
and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth, to
the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03
and 2.15;


 


Sixth, to
the payment of all other Obligations owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent,
the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations
owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date;


 


Last, the
balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 


Subject to Sections 2.03(c) and 2.15,
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied
to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters
of Credit have either been fully drawn or expired without any pending drawing thereon, such remaining amount shall be applied to the
other Obligations, if any, in the order set forth above.


 


Notwithstanding anything herein to the contrary,
the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets,
but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the Obligations
otherwise set forth above in this Section 8.04.


 






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Article
IX

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


9.01         
 Appointment and Authorization of Agents.


 


(a)         
Each Lender and each L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers
and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other
Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have
or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.
Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents
with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine
of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.


 


(b)        
Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and such L/C Issuer shall have all of the benefits and immunities  provided to the Agents in this Article IX with respect
to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued
by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent”
as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to
such acts or omissions, and  as additionally provided herein with respect to such L/C Issuer.


 


(c)         
The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Secured Parties (including
in its capacities as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Collateral
Agent to act as the agent of such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted
by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.
In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant
to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent) shall be entitled
to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07, as though such
co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect
thereto.


 






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9.02         
Delegation of Duties. The Administrative Agent or the Collateral Agent may execute any of its duties under this Agreement
or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact
and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. None of
the Administrative Agent or the Collateral Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of its own gross negligence or willful misconduct to the extent determined in a final, nonappealable judgment
by a court of competent jurisdiction.


 


9.03         
Liability of Agents. No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable
judgment by a court of competent jurisdiction), or be responsible in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof, contained herein or in 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 or the Collateral Agent under
or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to
be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.


 


9.04         
Reliance by Agents.


 


(a)         
Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number
of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders.


 


(b)         
 For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 






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9.05         
Notice of Default. None of the Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the applicable Lenders, unless it shall have received written notice from a Lender or
the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”
Each of the Administrative Agent and the Collateral Agent will notify the Lenders of its receipt of any such notice. The Administrative
Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article
VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default
as it shall deem advisable or in the best interest of the Lenders.


 


9.06         
Credit Decision; Acknowledgements of Lenders.


 


(a)         
Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent
hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has,
independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties
hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower
and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any
Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning
the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent-Related Person.


 






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(b)         
 (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined
in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion
thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the
amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon
in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount
is repaid 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 from time to time in effect, and (y) to the extent permitted by applicable law,
such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received,
including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative
Agent to any Lender under this Section 9.06(b) shall be conclusive, absent manifest error.


 


(ii)         
Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,
but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including
the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid 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 from time to time in effect.


 


(iii)         
The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Loan Party.


 






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(iv)         
 Each party’s obligations under this Section 9.06(b) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment,
satisfaction or discharge of all Obligations under any Loan Document.


 


9.07         
Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon
demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion
of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have
resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no
action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section 9.07; provided, further, that to the extent any L/C Issuer is entitled to indemnification
under this Section 9.07 solely in its capacity and role as L/C Issuer, only the Revolving Credit Lenders shall be required
to indemnify such L/C Issuer in accordance with this Section 9.07. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding
is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent
and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements
and other charges of counsel) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by
or referred to herein, to the extent that the Administrative Agent or the Collateral Agent is not reimbursed for such expenses by or
on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the
payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent.


 


9.08         
Agents in their Individual Capacities. Any Agent and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates as though it were not an Agent or an L/C Issuer hereunder
and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, an Agent or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations
in favor of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information
to them. With respect to its Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders”
include such Agent in its individual capacity.


 






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9.09         
 Successor Agents.


 


(a)         
The Administrative Agent may resign as the Administrative Agent and the Collateral Agent upon thirty (30) days’ notice
to the Lenders. If an Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence
of an Event of Default under Sections 8.01(a) or 8.01(f) of this Agreement (which consent of the Borrower shall not be
unreasonably withheld or delayed and shall be deemed given if the Borrower fails to respond within ten (10) Business Days). If no successor
agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment
as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term “Administrative Agent” and “Collateral Agent” shall mean such successor administrative
agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers
and duties as the Administrative Agent and the Collateral Agent shall be terminated. After the retiring Administrative Agent’s
resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04
and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or
the Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which
is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective on such date and the retiring Administrative Agent may (but shall not be obligated
to) with the consent of the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a) or 8.01(f)
of this Agreement (which consent shall not be unreasonably withheld or delayed and shall be deemed given if the Borrower fails to respond
within ten (10) Business Days) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent from among the
Lenders. If a successor Administrative Agent has not so been appointed, the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. With effect from the
date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation (i) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment as the Collateral Agent,
as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto,
and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the
Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents,
the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents.
After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions
of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as the Administrative Agent and the Collateral Agent.


 






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(b)         
Any resignation by the Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as
an L/C Issuer. Any resignation by the Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation
as the Collateral Agent. Upon the acceptance of a successor’s appointment as Administrative Agent, hereunder, (i) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or the retiring Collateral
Agent, (ii) the retiring L/C Issuer or the retiring Collateral Agent shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 


9.10         
Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
or the Collateral Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent or the Collateral Agent shall have made
any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent and their respective
agents and counsel and all other amounts due the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent under Sections 2.03(h)
and (i), 2.09 and 10.04) allowed in such judicial proceeding; and


 


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


 






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and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent or the Collateral Agent shall consent
to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other
amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any
Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent or the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding, except
as set forth in clause (A)(z) of the second to last paragraph of Section 10.01.


 


9.11         
Collateral and Guaranty Matters. Each of the Secured Parties (including in their capacities as potential or actual Hedge
Banks and potential or actual Cash Management Banks) and each L/C Issuer irrevocably authorize the Collateral Agent, at its option and
in its discretion,


 


(a)         
to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations not yet accrued
and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements
satisfactory to the applicable Cash Management Bank or Hedge Bank shall 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 applicable L/C
Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under
any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required
Lenders;


 


(b)          to
subordinate or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(i) or, in the case of subordination only, 7.01(q);


 


(c)         
to subordinate or release any Lien on Specified Build Own Operate Equipment; and


 


(d)         
to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result
of a transaction permitted hereunder.


 






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Upon request by the Collateral Agent at any time,
the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items
of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case
as specified in this Section 9.11, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from
the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.


 


9.12         
Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the
benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral
Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity
as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this
Article IX to the contrary, none of the Administrative Agent or the Collateral Agent shall be required to verify the payment of,
or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements
and Secured Hedge Agreements unless the Administrative Agent and the Collateral Agent have received written notice of such Obligations,
together with such supporting documentation as the Administrative Agent or the Collateral may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be.


 


9.13         
Other Agents; Arranger and Managers. None of the Lenders or other Persons identified on the facing page or signature pages
of this Agreement as a “documentation agent,” “joint lead arranger,” or “bookrunner” shall have any
right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


9.14         
Appointment of Supplemental Administrative Agents.


 


(a)         
Each of the Administrative Agent and the Collateral Agent is hereby authorized to appoint additional Persons selected by it in
its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative
co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative
Agent” and collectively as “Supplemental Administrative Agents”).


 






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(b)         
In the event that the Collateral Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and
every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or
vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative
Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers
and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall
run to and be enforceable by either the Collateral Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article
IX and of Section 9.07 (obligating the Borrower to pay the Collateral Agent’s expenses and to indemnify the Collateral
Agent) that refer to the Collateral Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein
to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Administrative Agent, as the
context may require.


 


(c)         
Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative
Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him
or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to,
execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent.
In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all
the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and
be exercised by the Administrative Agent or the Collateral Agent, as applicable, until the appointment of a new Supplemental Administrative
Agent.


 


9.15         
Withholding and Tax Indemnification. To the extent required by any applicable law, the Administrative Agent may withhold
from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. Each Lender shall severally indemnify
the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to
the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the
obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section
10.07(l) 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 set off and apply any and all amounts at any time owing
to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this Section 9.15.


 


9.16         
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 L/C Issuers 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”).


 






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(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 L/C Issuers 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
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the L/C Issuers 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, ANY ARRANGER, ANY DOCUMENTATION AGENT 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.


 





(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.


 






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(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.


 


Article
X

MISCELLANEOUS


 


10.01        
Amendments, Etc. Subject to Section 2.17(b), (c) and (d), no amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless
in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and
no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical
error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent,
any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (y) only the consent
of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify the terms and provisions of Sections
2.18, 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension
for which the consent of each applicable L/C Issuer shall also be required), 6.02(g), 7.11, 8.01(b) (to the extent arising
from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related
definitions as used in such Sections, but not as used in other Sections of this Agreement) or Exhibit B, and no such amendment, waiver
or modification shall become effective without the consent of the Required Revolving Lenders and (z) no such amendment, waiver or consent
shall:


 


(a)           extend
or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that
a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Event of Default, mandatory prepayment
or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);


 


(b)           postpone
any date scheduled for any payment of principal of, or interest on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder,
without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment
of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;


 






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(c)          
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii)
of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of First
Lien Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided, however,
that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the Borrower to pay interest at the Default Rate;


 


(d)          
change (i) any provision of this Section 10.01, Section 2.06(c) or the definition of “Required Lenders”,
or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of
this Section 10.01(d)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,”
 “Required Term Lenders” without the written consent of each Lender under the applicable Facility;


 


(e)          
release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent
of each Lender;


 


(f)           
release all or substantially all of the value of the guarantees made by the Guarantors, without the written consent of each Lender; or


 


(g)           change
(A) Section 2.13 or Section 8.04 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender or (B) the order of application of any reduction in the Commitments from the application thereof set
forth in the applicable provisions of Section 2.06(a), 2.06(b) or 2.06(c) or any prepayment of Loans among the Facilities
from the application thereof set forth in the applicable provisions of Section 2.05(a) or 2.05(b), respectively, in any
manner that materially and adversely affects the Lenders under a Facility (or any Class thereof) and in a manner different than Lenders
under any other Facility (or other Class under such Facility), without the written consent of (x) if such Facility is the Term Facility,
the Required Term Lenders (or the majority Lenders with respect to such Class determined in a manner consistent with the definition of
the “Required Term Lenders”) and (y) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders (or
the majority Lenders with respect to such Class determined in a manner consistent with the definition of the “Required Revolving
Lenders”);


 


(h)         
subordinate the Liens on all or a material portion of the Collateral securing the Obligations or the payment of the Obligations
to other Indebtedness;


 






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and provided, further that (i) no
amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above,
affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or
the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable
to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iii) Section 10.07(g)
may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being
funded by an SPC at the time of such amendment, waiver or other modification; (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto; (v) this Agreement may be amended with the written consent of the
Administrative Agent, the Borrower and the Persons providing any Specified Refinancing Debt to permit the refinancing of all outstanding
Term Loans of any Class with replacement term loans in the amount of such Specified Refinancing Debt, to add such replacement term loans
to this Agreement and to permit such replacement term loans and the accrued interest and fees in respect thereof to share ratably in
the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof; (vi)
this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Persons providing any Specified
Refinancing Debt to permit the refinancing of all outstanding Revolving Credit Loans of any Class with replacement revolving credit loans
in the amount of such Specified Refinancing Debt, to add such replacement revolving credit loans to this Agreement and to permit such
replacement revolving credit loans and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement
and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof; (vii) this Agreement may be amended
(or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one
or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents
with the Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and (viii) this Agreement may be amended (or amended and restated) to the extent
required to give effect of the provisions of Section 2.14 and Section 2.18. Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver
or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, the
maturity of any of its Loans may not be extended and the principal amount of any of its Loans may not be forgiven, in each case without
the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting
Lender.


 


Notwithstanding any provision
herein to the contrary, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each,
a “Loan Modification Offer”) to all the Lenders of one or more Classes of Commitments or Loans under any of
the Facilities (each Facility subject to such a Loan Modification Offer, an “Affected Facility”) to make one
or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably
acceptable to the Borrower.


 






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Such notice shall set forth (i) the terms and
conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective
(which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, or such shorter
periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Class(es)
of Commitments or Loans of the Lenders under the Affected Facility that accept the applicable Loan Modification Offer (such Lenders,
the “Loan Modification Accepting Lenders”) and, in the case of any Loan Modification Accepting Lender, only
with respect to such Lender’s Commitments or Loans of such Class(es) under such Affected Facility as to which such Lender’s
acceptance has been made. The Borrower and each Loan Modification Accepting Lender shall execute and deliver to the Administrative Agent
an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan
Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence
the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each
Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness
of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect
the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Loan Modification
Accepting Lenders under the Affected Facility. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this
paragraph unless the Administrative Agent shall have received all corporate documents, officers’ certificates or legal opinions
consistent with those delivered on the Closing Date under Section 4.01 reasonably requested by the Administrative Agent. As used
in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of
the applicable Loans of the Loan Modification Accepting Lenders (provided that such extension may not result in having more than
two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement
without the consent of the Administrative Agent), (ii) a reduction, elimination or extension of the scheduled amortization of the applicable
Loans of the Loan Modification Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any
provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Loan Modification Accepting
Lenders and/or a change in the payment of fees to the Loan Modification Accepting Lenders (such change and/or payments to be in the form
of cash, Equity Interests or other property to the extent not prohibited by this Agreement); provided that any additional premiums
pursuant to this clause (iii) shall apply to the applicable Loans of the Loan Modification Accepting Lenders after the Latest
Maturity Date then in effect with respect to the Affected Facility and (iv) any other amendment to a Loan Document required to give effect
to the Permitted Amendments described in clauses (i) through (iii) of this sentence.


 


10.02        
Notices; Effectiveness; Electronic Communications.


 


(a)         
General. Unless otherwise expressly provide herein, 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 telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


 






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(i)          
 if to the Borrower, the Administrative Agent, the Collateral Agent or an L/C Issuer, to the address, telecopier number, electronic
mail address or telephone number specified for such Person on Schedule 10.02; and


 


(ii)         
if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative
Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed
to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms,
to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)         
Notices and other communications to the Borrower, any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered
or furnished using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable
Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to
particular notices or communications.


 


(c)         
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted
to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address
as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website
address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email 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 for the recipient.


 


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


 


(e)         
Change of Address, Etc. Each of Holdings, the Borrower, the Administrative Agent, the Collateral Agent and each L/C Issuer and
may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice
to the Borrower, the Administrative Agent, the Collateral Agent and each L/C Issuer. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent have on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions
for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through
the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to
the Borrower or its securities for purposes of United States Federal or state securities laws.


 






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(f)         
Reliance by Administrative Agent, Collateral Agent, L/C Issuers and Lenders. The Administrative Agent, the Collateral Agent,
the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly
given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each L/C Issuer, each Lender
and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


10.03       
No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer, the Administrative Agent or the
Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under
any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by Law.


 


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection
with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a)
the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as the Administrative Agent or the Collateral Agent) hereunder and under the other Loan Documents, (b) each L/C
Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms
of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during
the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then the Required Lenders
shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and in addition to the matters
set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with
the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


 






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10.04        
Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the
Arrangers for all reasonable and documented costs and expenses incurred in connection with the preparation, negotiation, syndication
and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of counsel
(limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and
the Arrangers and, if necessary, of one local counsel in each relevant jurisdiction and of special and conflicts counsel), and (b) to
pay or reimburse the Administrative Agent, the Collateral Agent, each Arranger, each L/C Issuer and each Lender for all documented out-of-pocket
costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents
(including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law or
in connection with any workout or restructuring), including the fees, disbursements and other charges of counsel (limited to the fees,
disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders taken
as a whole, and, if necessary, of one local counsel in each relevant jurisdiction and of special counsel and, in the event of any conflict
of interest, one additional counsel for the Administrative Agent, the Collateral Agent, each L/C Issuer and each Lender subject to such
conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01. The foregoing costs
and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and
other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within ten (10)
Business Days after invoiced or demand therefor (showing all amounts in reasonable detail) is delivered to the Borrower. The agreements
in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.
If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such
amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer or any
Lender, in its sole discretion.


 


10.05        
Limitation of Liability; Indemnity, Etc.


 


(a)         
Limitation of Liability. To the extent permitted by applicable law (i) the Borrower and any Loan Party shall not assert,
and the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Documentation Agent,
any L/C Issuer and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related
Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation,
any personal data) 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 Liabilities 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 Section 10.05(a) shall
relieve the Borrower and each Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 10.05(b), against
any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 






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(b)         
Indemnity. The Borrower shall indemnify the Administrative Agent, each Arranger, each Documentation Agent, each 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 Liabilities and related expenses, including the fees, charges and disbursements
of any counsel 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,
(ii) 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, (iii) any action taken in connection with this Agreement, including, but not limited to,
the payment of principal, interest and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal
by an L/C Issuer 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), (v) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by Holdings, the Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to Holdings, the Borrower or any of its Subsidiaries, or (vi) any actual or prospective Proceeding relating to any of the foregoing,
whether or not such Proceeding is brought by the Borrower or any other Loan Party or its 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 that such Liabilities or
related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted primarily
from the bad faith, gross negligence or willful misconduct of such Indemnitee. This Section 10.05(b) shall not apply with respect to
Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.


 






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(c)               Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a) or (b) of
this Section 10.05 to the Administrative Agent, each L/C Issuer, and each Related Party of any of the foregoing Persons (each, an “Agent-Related
Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably
according to their respective Pro Rata Share in effect on the date on which such payment is sought under this Section (or, if such payment
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 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-Related Person 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-Related Person under or in connection with any of the foregoing; provided
that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related
Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs,
expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted
primarily from such Agent-Related Party’s gross negligence or willful misconduct. The agreements in this Section shall survive
the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(d)              
Payments. All amounts due under this Section 10.05 shall be payable promptly after written demand therefor.


 


10.06     
Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent, to any L/C Issuer
or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative
Agent or the Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any
Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal
Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


10.07     
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, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender (except as permitted by Section 7.04), and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d),
(iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f), (iv) to an SPC
in accordance with the provisions of Section 10.07(g) or (v) in accordance with Section 10.07(i) or 10.07(j)
(and any other attempted assignment or transfer by any party hereto shall be null and void); provided that, for the avoidance
of doubt, no assignments to the Borrower or any of its Affiliates shall be permitted other than in accordance with Section 10.07(i)
or 10.07(j). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d)
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 






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(b)              
Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.07(b), participations
in L/C Obligations) at the time owing to it); provided, that (i)(A) in the case of an assignment of the entire remaining amount
of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case
of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount shall need to
be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding
principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in
the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000, in the case of any assignment in respect of the
Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative
Agent and, so long as no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members
of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee
and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has
been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall
not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata
basis; (iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of
this Section and, in addition (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required
unless (1) an Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is in respect of the
Term Facility and is made to a Lender, an Affiliate of a Lender or an Approved Fund, (3) such assignment is in respect of the Revolving
Credit Facility and is made to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or (4) in connection with the primary
syndication of the Facilities, such assignment is made to a Lender that has been identified to and consented to by the Borrower prior
to the Closing Date, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent
of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; and (C) the consent of each
L/C Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving
Credit Facility; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500 (except, the Administrative Agent, in its sole discretion, may elect to waive
such processing and recording fee in the case of any assignment); (v) no such assignment shall be made to (A) to any Defaulting Lender
or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause (A), (B) a natural person, (C) the Parent, Borrower or any of their respective Subsidiaries or (D) absent
the consent of the Borrower (which consent may be withheld in the sole discretion of the Borrower), to a Person (an “Ineligible
Assignee”) disclosed on a list posted on the Platform prior to the Closing Date, as updated from time to time (but no more
often than quarterly) by the Borrower to include competitors of the Borrower (but not any other Persons) by providing written notice
thereof to the Administrative Agent, which the Administrative Agent shall have the authority to post such list of Ineligible Assignees
on the Platform; provided that, notwithstanding anything to the contrary, the Administrative Agent shall not have any obligation
to determine whether any potential assignee is an Ineligible Assignee or any liability with respect to any assignment made to an Ineligible
Assignee; (vi) [reserved]; (vii) the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative
Agent; and (viii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters
of Credit in accordance with its Pro Rata Share; provided that notwithstanding the foregoing, in the event that any assignment of rights
and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions
of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until
such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c),
from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled
to the benefits of Sections 3.01, 3.04, 3.05, 10.04, and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower
(at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).


 






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(c)              
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts)
of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation
of designation, of any Lender as Defaulting Lender. The Register shall be available for inspection by the Borrower, any Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)              
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, an Ineligible Assignee or a Defaulting Lender) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided, that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided,
further that the Administrative Agent shall not have any obligation to determine whether any potential Participant is an Ineligible
Assignee or any liability with respect to any participation sold to an Ineligible Assignee. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve
any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e), the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b). To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided
that such Participant agrees to be subject to Section 2.13 as though it were a Lender.


 


(e)              
A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior written consent, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A
Participant shall not be entitled to the benefits of Section 3.01 and Section 3.04 unless such Participant agrees,
for the benefit of the Borrower, to comply with obligations, restrictions and limitations under such Sections and Section 3.07
as though it were a Lender. Each Lender that sells a participation agrees to cooperate with the Borrower to effectuate the provisions
of Section 3.07 with respect to any Participant.


 






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(f)               
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank or any central bank having jurisdiction over such Lender; provided, that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(g)              
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant
to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent
and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by
any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment
to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that an SPC shall be
entitled to the benefits of Section 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of
such Sections and the obligations to provide the forms and certifications pursuant to Section 3.01 as if it were a Lender); provided
that neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase
or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04
or 3.05). Each party hereto further agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under
this Agreement for which a Lender would be liable, and (ii) the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not, other than in respect of matters unrelated to this Agreement or the transactions contemplated hereby,
institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency,
or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained
herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment
of a processing fee of $3,500, assign all or any portion of its rights hereunder with respect to any Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper
dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 






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(h)              
Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or
any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued,
by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender
in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from
any of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender
under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure
or otherwise.


 


(i)                
[Reserved]


 


(j)                
[Reserved]


 


(k)              
Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent assigns all of its Commitments
and Loans pursuant to Section 10.07(b), the Administrative Agent may, upon thirty (30) days’ notice to the Borrower
and the Lenders, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint
from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint
any such successor shall affect the resignation of the Administrative Agent as an L/C Issuer, as the case may be. If the Administrative
Agent resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including
the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer, and (B) the successor L/C Issuer shall issue letters of credit in substitution for
the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Administrative
Agent to effectively assume the obligations of the Administrative Agent with respect to such Letters of Credit.


 


(l)                
 Each Lender that sells a participation or grants any rights to an SPC, acting solely for this purpose as a non-fiduciary agent
of the Borrower (solely for tax purposes), shall maintain a register on which it enters the name and address of (i) each SPC (other than
any SPC that is treated as a disregarded entity of the Granting Lender for U.S. federal income tax purposes) that has exercised its option
pursuant to Section 10.07(g) and (ii) each Participant, and the amount of each such SPC’s and Participant’s interest
in such Lender’s rights and/or obligations under this Agreement (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 SPC or any information relating to a Participant’s or SPC’s interest in such Lender’s rights and/or
obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such rights
and/or obligations are 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 the applicable participation or SPC interest .


 






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10.08     
Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that
Information may be disclosed (a) to its Affiliates, to its and its Affiliates’ directors, officers, employees and agents,
including accountants, auditors, legal counsel and other advisors and to the Persons approving or administering a Loan on behalf of an
Agent or a Lender (it being understood that all Persons pursuant to clause (a) to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential in accordance with customary practices);
(b) to the extent requested or required by any regulatory authority having or purporting to have jurisdiction over such Agent, Lender
or its respective Affiliates or in connection with any pledge or assignment permitted under Section 10.07(f); (c) in any
legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or
by any subpoena or similar legal process; (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 action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08
(or as may otherwise be reasonably acceptable to the Borrower), to any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or to any prospective counterparty to any
Cash Management Agreement or Swap Contract; (g) with the prior written consent of the Borrower; (h) to the extent such Information (A)
becomes publicly available other than as a result of a breach of this Section 10.08 or (B) is independently developed by
such Agent, Lender or any of their respective Affiliates; (i) to any state, Federal or foreign authority or examiner (including the National
Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required
by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of
any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the
existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending
industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information”
means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof relating
to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure
by any Loan Party other than as a result of a breach of this Section 10.08; provided, that, in the case of information
received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section 10.08 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.


 


Each of the Agents, the Lenders
and each L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Borrower, Holdings
or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information
and (iii) it will handle such material non-public information in accordance with applicable Law, including United States Federal and
state securities Laws.


 






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10.09     
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance
of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other
Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) 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 by, and
other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and
all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or
not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may
be contingent or unmatured or denominated in a currency different from that of the applicable deposit or 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 2.16 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent and the Lenders, and (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. Each Lender agrees promptly
to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent
and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other
rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document
to the contrary, in no event shall the assets of any Foreign Subsidiary of the Borrower or a Domestic Subsidiary that is a “controlled
foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be available
for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of
any Foreign Subsidiary that is directly owned by a Domestic Subsidiary do not constitute such an asset (and may be pledged to the extent
set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect
the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).


 


10.10     
Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the
 “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 






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10.11     
Counterparts. (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) the
reductions of the Letter of Credit Commitment of any 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.


 


(b) Delivery of an executed
counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent,
information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement,
disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby
(each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any
other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), 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; provided that nothing herein shall require
the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any
Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review
the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic
Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower
and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring,
enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan
Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have
the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may,
at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged
electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the
original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal
effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity
or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original
copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature
pages thereto and (iv) waives any claim against any Agent-Related Person for any Liabilities arising solely from the Administrative Agent’s
and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of
the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature.


 






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10.12     
Integration; Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof, other than those provisions of the Engagement Letter, dated as of March 5, 2021, among the Arrangers and the
other parties thereto which by their terms remain in full force and effect to the extent not covered by this Agreement. In the event
of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.


 


10.13     
Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document
or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent, each L/C Issuer and each Lender,
regardless of any investigation made by any Agent, any L/C Issuer or any Lender or on their behalf and notwithstanding that any Agent,
any L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


 


10.14     
Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined
in good faith by the Administrative Agent or the applicable L/C Issuer, then such provisions shall be deemed to be in effect only to
the extent not so limited.


 






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10.15     
Governing Law; Jurisdiction; Etc.


 


(a)              
GOVERNING LAW. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)              
SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT
ANY ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)       WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


 


(d)       SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 






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10.16     
Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


10.17     
Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the Administrative
Agent and the Collateral Agent shall have been notified by each Lender and each L/C Issuer that each such Lender and L/C Issuer has executed
it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors
and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders except as permitted by Section 7.04.


 


10.18     
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings
acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates, that: (i) (A) no fiduciary, advisory
or agency relationship between any of the Borrower, Holdings and their respective Subsidiaries and any Agent, any Arranger, any L/C Issuer
or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents,
irrespective of whether any Agent, any Arranger, any L/C Issuer or any Lender has advised or is advising any of the Borrower, Holdings
and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Agents,
the Arrangers, the L/C Issuers and the Lenders are arm’s-length commercial transactions between the Borrower, Holdings and their
respective Subsidiaries, on the one hand, and the Agents, the Arrangers, the L/C Issuers and the Lenders, on the other hand, (C) each
of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (D) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents, the Arrangers, the L/C Issuers and the Lenders
each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any of their respective
Affiliates, or any other Person and (B) none of the Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the
Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the L/C Issuers, the Lenders and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower,
Holdings and their respective Affiliates, and none of the Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective
Affiliates has any obligation to disclose any of such interests and transactions to the Borrower, Holdings or any of their respective
Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may
have against the Agents, the Arrangers, the L/C Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.


 






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10.19     
Affiliate Activities. Each of the Borrower and Holdings acknowledge that each Agent and each Arranger (and their respective
Affiliates) is a full service securities firm engaged, either directly or through affiliates, in various activities, including securities
trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities
and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, it may
make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial
instruments (including bank loans) for its own account and for the accounts of its customers and may at any time hold long and short
positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Borrower,
Holdings and their respective affiliates, as well as of other entities and persons and their Affiliates which may (i) be involved in
transactions arising from or relating to the engagement contemplated hereby and by the other Loan documents (ii) be customers or competitors
of the Borrower, Holdings and their respective Affiliates, or (iii) have other relationships with the Borrower, Holdings and their respective
Affiliates. In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons.
It may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles
managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrower, Holdings
and their respective Affiliates or such other entities. The transactions contemplated hereby and by the other Loan Documents may have
a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.


 


10.20     
[Reserved].


 


10.21     
USA PATRIOT ACT; “Know Your Customer” Checks.Each L/C Issuer and each Lender that is subject to the PATRIOT
Act (as hereinafter defined), the Beneficial Ownership Regulation or other applicable “know your customer” and anti-money
laundering rules and regulations and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT
Act”), the Beneficial Ownership Regulation or other applicable “know your customer” and anti-money laundering
rules and regulations, 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 L/C Issuer, such Lender or the Administrative Agent,
as applicable, to identify each Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. The Borrower shall,
promptly following a request by the Administrative Agent, any L/C Issuer or any Lender, provide all documentation and other information
that the Administrative Agent, such L/C Issuer or such Lender requests in order to comply with its ongoing obligations under applicable
 “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership
Regulation.


 


(b)              
If in connection with (i) the introduction of or any Change in Law, (ii) any change in the status of a Loan Party after the Closing
Date, (iii) the addition of any Guarantor pursuant to Section 6.12, (iv) any proposed assignment or transfer by a Lender of any
of its rights and obligations under this Agreement to a party that was not previously a Lender hereunder, (v) the appointment of an L/C
Issuer pursuant to Section 2.03 or (vi) any L/C Credit Extension, the Administrative Agent, any Lender (or, in the case of clause
(iv) above, any prospective Lender) or any L/C Issuer requires additional information in order to comply with “know your customer”
or similar identification procedures, each of Holdings and the Borrower shall, and shall cause each other Loan Party and Restricted Subsidiary
to, promptly upon the request of the Administrative Agent, such Lender or such L/C Issuer, provide such documentation and other evidence
as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender), such Lender (for itself or, in the case
of the event described in clause (iv) above, on behalf of any prospective Lender) or such L/C Issuer in order for the Administrative
Agent, such Lender, such prospective Lender or such L/C Issuer to carry out and be satisfied it has complied with all necessary “know
your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the
Loan Documents. The applicable L/C Issuer shall not be required to make such L/C Credit Extension unless it is satisfied that it has
complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations with respect
to such L/C Credit Extension.


 






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10.22     
Judgment Currency.


 


(a)              
 The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars shall not be discharged
or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except
to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender or L/C
Issuer of the full amount of Dollars expressed to be payable to the Administrative Agent or such Lender or L/C Issuer under this Agreement
or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction,
it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the
 “Judgment Currency”) an amount due in Dollars, the conversion shall be made at the Dollar Equivalent determined
as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to
as the “Judgment Currency Conversion Date”).


 


(b)              
If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment
of the amount due, the Loan Parties shall pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount)
as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the
date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in
the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.


 


(c)              
For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 10.22, such amounts shall
include any premium and costs payable in connection with the purchase of Dollars.


 


10.23     
[Reserved].


 


10.24     
Acknowledgement and Consent to Bail-In of Affected 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 Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)              
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 






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(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 Affected 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 the applicable
Resolution Authority.


 


10.25     
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, the Arrangers 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 Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration
of, performance of, or otherwise in connection with the Loans, the Letters of Credit, the Commitments or this Agreement,


 


(ii)             the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance 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 so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement,


 


(iii)           
 (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of
Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)
of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


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


 






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(b)              
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
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 Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that:


 


(i)       none
of the Administrative Agent, the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related to hereto or thereto),


 


(ii)      the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR
 § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under
management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)     the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently,
both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),


 


(iv)     the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both,
with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment
in evaluating the transactions hereunder, and


 


(v)      no
fee or other compensation is being paid directly to the Administrative Agent, the Arrangers or any their respective Affiliates for investment
advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.


 






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(c)              
The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such
Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if
it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the
Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions
contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront
fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


10.26     
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in
or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)
from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime
if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws
of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to
such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents
were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK]


 






    212


     


    

 



 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 





	 	EWT HOLDINGS III CORP.
	 	 
	 	By:	/s/
  Benedict J. Stas
	 	 	Name:  	Benedict J. Stas
	 	 	Title:	Executive Vice President, Chief Financial Officer and
  Treasurer



  





	 	EWT HOLDINGS II CORP.
	 	 
	 	By:	/s/
  Benedict J. Stas
	 	 	Name:  	Benedict J. Stas
	 	 	Title:	Executive Vice President, Chief Financial Officer and
  Treasurer


 


[Signature
Page to Credit Agreement]


 






     


     


    

 


 


	 	JPMORGAN
    CHASE BANK, N.A., 
	 	as
    Administrative
    Agent
    and Collateral
    Agent 
	 	 
	 	By:	 /s/
    Philip VanFossan
	 	Name:
    Philip VanFossan
	 	Title:
      Executive Director




 


[Signature
Page to Credit Agreement]


 






     


     


    

 


 


	 	JPMORGAN
    CHASE BANK, N.A., 

    as a Revolving
    Credit
    Lender
    and L/C 
    Issuer 
	 	 
	 	By:	/s/
    Philip VanFossan
	 	Name:
    Philip VanFossan
	 	Title:
      Executive Director






  





[Signature
Page to Credit Agreement]


 






     


     


    

 





	 	PNC
    Bank, NATIONAL ASSOCIATION, 

    as a Revolving
    Credit
    Lender
    and L/C 
    Issuer 
	 	 
	 	By:	 /s/
    Felicia Leksono
	 	Name:
    Felicia Leksono
	 	Title:
      Vice President


 


[Signature
Page to Credit Agreement]


 






     


     


    

 





	 	Bank
    of the West, 

    as a Revolving
    Credit
    Lender
    and L/C 
    Issuer
	 	 
	 	By:	 /s/
    Philip R. Medsger
	 	Name:
    Philip R. Medsger
	 	Title:
      Director


 


[Signature
Page to Credit Agreement]


 






     


     


    

 





	 	Citizens
    Bank, N.A., 

    as a Revolving
    Credit
    Lender
    and L/C 
    Issuer
	 	 
	 	By:	 /s/
    Carl S. Tabacjar, Jr
	 	Name:
    Carl S. Tabacjar, Jr
	 	Title:
      Senior Vice President


 


[Signature
Page to Credit Agreement]


  






     


     


    

 





	 	Royal
    Bank of Canada, 

    as a Revolving
    Credit
    Lender
    and L/C 
    Issuer
	 	 
	 	By:	 /s/
    Sinan Tarlan
	 	Name:
    Sinan Tarlan
	 	Title:
      Authorized Signatory


 


[Signature
Page to Credit Agreement]


   






     


     


    

 





	 	Credit
    Suisse AG, Cayman Islands Branch, 

    as a Revolving
    Credit
    Lender
	 	 
	 	By:	 /s/
    William O’Daly
	 	Name:
    William O’Daly
	 	Title:
      Authorized Signatory


 





	 	By:	 /s/
    D. Andrew Maletta
	 	Name:
    D. Andrew Maletta
	 	Title:
      Authorized Signatory


 


[Signature
Page to Credit Agreement]


  






     


     


    

 





	 	Bank
    of Montreal, 

    as a Revolving
    Credit
    Lender
	 	 
	 	By:	 /s/
    Anne Margarette Robles
	 	Name:
    Anne Margarette Robles
	 	Title:
      Vice President


 


[Signature
Page to Credit Agreement]


  






     


     


    

 





	 	MUFG
    UNION Bank, N.A., 

    as a Revolving
    Credit
    Lender
	 	 
	 	By:	 /s/
    Liwei Liu
	 	Name:
    Liwei Liu
	 	Title:
      Vice President


 


[Signature
Page to Credit Agreement]


  






     


     


    

 





	 	Goldman
    Sachs Bank USA, 

    as a Revolving
    Credit
    Lender
	 	 
	 	By:	 /s/
    Ryan Durkin
	 	Name:
    Ryan Durkin
	 	Title:
      Authorized Signatory


 


[Signature
Page to Credit Agreement]


 






     


     


    

 





	 	ING
    Capital LLC, 

    as a Revolving
    Credit
    Lender
	 	 
	 	By:	 /s/
    Michael Kim
	 	Name:
    Michael Kim
	 	Title:
      Director


 





	 	By:	 /s/
    Naresh Purohit
	 	Name:
    Naresh Purohit
	 	Title:
      Director


 


[Signature
Page to Credit Agreement]


 






     


     


    

  





	 	JPMorgan
    Chase Bank, N.A., 

    as a Term
    Lender
	 	 
	 	By:	 /s/
    Philip VanFossan
	 	Name:
    Philip VanFossan
	 	Title:
      Executive Director





 


[Signature
Page to Credit Agreement]