EXHIBIT 10.1


 


CREDIT AGREEMENT


 


Dated as of April 24, 2015


 


among


 


ROLLER BEARING COMPANY OF AMERICA, INC.,


as the Borrower


 


RBC BEARINGS INCORPORATED,

as Holdings,


 


The Several Lenders

from Time to Time Parties Hereto,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer,


 


WELLS FARGO SECURITIES, LLC and

J.P. MORGAN SECURITIES LLC,

as Joint Lead Arrangers and Bookrunners,


 


JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,


 


BANK OF AMERICA, N.A.,

KEYBANK NATIONAL ASSOCIATION and

CITIZENS BANK, N.A.,

as Co-Documentation Agents


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	Section 1.         Definitions	1
	Section 1.1	Defined Terms	1
	Section 1.2	Other Interpretive Provisions	59
	Section 1.3	Accounting Terms	59
	Section 1.4	Rounding	60
	Section 1.5	References to Agreements, Laws, Etc.	60
	Section 1.6	Exchange Rates	60
	Section 1.7	Limited Condition Acquisition	61
	 	 	 
	Section 2.         Amount and Terms of Credit	61
	Section 2.1	Commitments	61
	Section 2.2	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	63
	Section 2.3	Notice of Borrowing	63
	Section 2.4	Disbursements of Funds	64
	Section 2.5	Repayment of Loans; Evidence of Debt	65
	Section 2.6	Conversions and Continuations	66
	Section 2.7	Pro Rata Borrowings	67
	Section 2.8	Interest	67
	Section 2.9	Interest Periods	68
	Section 2.10	Increased Costs, Illegality, Etc.	69
	Section 2.11	Compensation	70
	Section 2.12	Change of Lending Office	71
	Section 2.13	Notice of Certain Costs	71
	Section 2.14	Incremental Facilities	71
	Section 2.15	Refinancing Amendments	77
	Section 2.16	Defaulting Lenders	78
	 	 	 
	Section 3.         Letters of Credit	80
	Section 3.1	Letters of Credit	80
	Section 3.2	Letter of Credit Requests	82
	Section 3.3	Letter of Credit Participations	83
	Section 3.4	Agreement to Repay Letter of Credit Drawings	86
	Section 3.5	Increased Costs	87
	Section 3.6	New or Successor Letter of Credit Issuer	87
	Section 3.7	Role of Letter of Credit Issuer	88
	Section 3.8	Cash Collateral	89
	Section 3.9	Applicability of ISP and UCP	89
	Section 3.10	Conflict with Issuer Documents	89
	Section 3.11	Letters of Credit Issued for Restricted Subsidiaries	89
	 	 	 
	Section 4.         Fees	90
	Section 4.1	Fees	90
	Section 4.2	Voluntary Reduction of Revolving Credit Commitments	91
	Section 4.3	Mandatory Termination of Commitments	91


 




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TABLE OF CONTENTS
(CONT'D)


 


	Section 5.         Payments	92
	Section 5.1	Voluntary Prepayments	92
	Section 5.2	Mandatory Prepayments	92
	Section 5.3	Method and Place of Payment	94
	Section 5.4	Net Payments	95
	Section 5.5	Computations of Interest and Fees	98
	Section 5.6	Limit on Rate of Interest	98
	 	 	 
	Section 6.         Conditions Precedent to Initial Borrowing	99
	Section 6.1	Credit Documents	99
	Section 6.2	Collateral	99
	Section 6.3	Legal Opinions	100
	Section 6.4	[Reserved]	100
	Section 6.5	Closing Certificates	100
	Section 6.6	Authorization of Proceedings of Each Credit Party; Corporate Documents	100
	Section 6.7	Fees	100
	Section 6.8	Representations and Warranties	100
	Section 6.9	Solvency Certificate	100
	Section 6.10	Acquisition	101
	Section 6.11	Patriot Act	101
	Section 6.12	Pro Forma Balance Sheet.	101
	Section 6.13	Financial Statements	101
	Section 6.14	No Company Material Adverse Effect	101
	Section 6.15	Refinancing	101
	 	 	 
	Section 7.         Conditions Precedent to All Credit Events	101
	Section 7.1	No Default; Representations and Warranties	101
	Section 7.2	Notice of Borrowing; Letter of Credit Request	102
	 	 	 
	Section 8.         Representations, Warranties and Agreements	102
	Section 8.1	Corporate Status	102
	Section 8.2	Corporate Power and Authority	102
	Section 8.3	No Violation	103
	Section 8.4	Litigation	103
	Section 8.5	Margin Regulations	103
	Section 8.6	Governmental Approvals	103
	Section 8.7	Investment Company Act	103
	Section 8.8	True and Complete Disclosure	103
	Section 8.9	Financial Condition; Financial Statements	104
	Section 8.10	Compliance with Laws; No Default	104
	Section 8.11	Tax Matters	104
	Section 8.12	Labor Matters	104
	Section 8.13	Compliance with ERISA	104
	Section 8.14	Subsidiaries	105
	Section 8.15	Intellectual Property	105
	Section 8.16	Environmental Laws	105
	Section 8.17	Properties	105


 




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TABLE OF CONTENTS
(CONT'D)


 


	Section 8.18	Solvency	105
	Section 8.19	Patriot Act	105
	Section 8.20	Anti-Terrorism; Anti-Money Laundering	106
	Section 8.21	Anti-Corruption	106
	Section 8.22	Security Interest in Collateral	106
	 	 	 
	Section 9.         Affirmative Covenants.	106
	Section 9.1	Information Covenants	106
	Section 9.2	Books, Records and Inspections	109
	Section 9.3	Maintenance of Insurance	110
	Section 9.4	Payment of Taxes	110
	Section 9.5	Preservation of Existence; Consolidated Corporate Franchises	110
	Section 9.6	Compliance with Statutes, Regulations, Etc.	111
	Section 9.7	ERISA	111
	Section 9.8	Maintenance of Properties	111
	Section 9.9	Transactions with Affiliates	112
	Section 9.10	[Reserved]	112
	Section 9.11	Additional Guarantors and Grantors	112
	Section 9.12	Pledge of Additional Stock and Evidence of Indebtedness	113
	Section 9.13	Use of Proceeds	113
	Section 9.14	Further Assurances	113
	Section 9.15	Lines of Business	115
	 	 	 
	Section 10.         Negative Covenants	115
	Section 10.1	Limitation on Indebtedness	116
	Section 10.2	Limitation on Liens	120
	Section 10.3	Limitation on Fundamental Changes	120
	Section 10.4	Limitation on Sale of Assets	122
	Section 10.5	Limitation on Restricted Payments	123
	Section 10.6	Limitation on Subsidiary Distributions	126
	Section 10.7	Financial Covenants	130
	Section 10.8	Activities of Holdings	131
	Section 10.9	End of Fiscal Years; Fiscal Quarters	131
	 	 	 
	Section 11.         Events of Default	131
	Section 11.1	Payments	131
	Section 11.2	Representations, Etc.	131
	Section 11.3	Covenants	131
	Section 11.4	Default Under Other Agreements	132
	Section 11.5	Bankruptcy, Etc.	133
	Section 11.6	ERISA	133
	Section 11.7	Guarantee	133
	Section 11.8	Security Documents	133
	Section 11.9	Security Agreement	134
	Section 11.10	Mortgages	134
	Section 11.11	Judgments	134
	Section 11.12	Change of Control	134
	Section 11.13	Application of Proceeds	134


 




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TABLE OF CONTENTS
(CONT'D)


 


	Section 11.14	Equity Cure	135
	 	 	 
	Section 12.         The Agents	136
	Section 12.1	Appointment	136
	Section 12.2	Delegation of Duties	136
	Section 12.3	Exculpatory Provisions	137
	Section 12.4	Reliance by Agents	137
	Section 12.5	Notice of Default	138
	Section 12.6	Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders	138
	Section 12.7	Indemnification	139
	Section 12.8	Agents in Their Individual Capacities	139
	Section 12.9	Successor Agents	140
	Section 12.10	Withholding Tax	140
	Section 12.11	Agents Under Security Documents and Guarantee	141
	Section 12.12	Right to Realize on Collateral and Enforce Guarantee	141
	 	 	 
	Section 13.         Miscellaneous	142
	Section 13.1	Amendments, Waivers and Releases	142
	Section 13.2	Notices	144
	Section 13.3	No Waiver; Cumulative Remedies	145
	Section 13.4	Survival of Representations and Warranties	145
	Section 13.5	Payment of Expenses; Indemnification	146
	Section 13.6	Successors and Assigns; Participations and Assignments	146
	Section 13.7	Replacements of Lenders Under Certain Circumstances	150
	Section 13.8	Adjustments; Set-off	151
	Section 13.9	Counterparts	151
	Section 13.10	Severability	152
	Section 13.11	Integration	152
	Section 13.12	GOVERNING LAW	152
	Section 13.13	Submission to Jurisdiction; Waivers	152
	Section 13.14	Acknowledgments	152
	Section 13.15	WAIVERS OF JURY TRIAL	153
	Section 13.16	Confidentiality	154
	Section 13.17	Direct Website Communications	154
	Section 13.18	USA PATRIOT Act	156
	Section 13.19	Judgment Currency	156
	Section 13.20	Payments Set Aside	156
	Section 13.21	Special Provisions Relating to Currencies Other Than Dollars	156


 




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	SCHEDULES	 
	 	 
	Schedule 1.1(a)	Existing Letters of Credit
	Schedule 1.1(b)	Mortgaged Properties
	Schedule 1.1(c)	Commitments of Lenders
	Schedule 1.1(d)	Hedge Banks
	Schedule 8.13	Subsidiaries
	Schedule 9.14(e)	Post-Closing Actions
	Schedule 10.1	Closing Date Indebtedness
	Schedule 10.2	Closing Date Liens
	Schedule 10.4	Closing Date Asset Sale Contracts
	Schedule 10.5	Closing Date Investments
	Schedule 13.2	Notice Addresses
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	Form of Joinder Agreement
	Exhibit B	Form of Guarantee
	Exhibit C	Form of Pledge Agreement
	Exhibit D	Form of Security Agreement
	Exhibit E	Form of Letter of Credit Request
	Exhibit F	Form of Credit Party Closing Certificate
	Exhibit G	Form of Assignment and Acceptance
	Exhibit H-1	Form of Promissory Note (Initial Term Loans)
	Exhibit H-2	Form of Promissory Note (Revolving Credit Loans)
	Exhibit I	Form of First Lien Intercreditor Agreement
	Exhibit J	[Reserved]
	Exhibit K	Form of Non-Bank Tax Certificate
	Exhibit L	Form of Conversion/Continuation Notice
	Exhibit M	Form of Perfection Certificate


 




    	 



    	 



    

 


CREDIT AGREEMENT, dated as
of April 24, 2015, as amended, restated, supplemented or otherwise modified from time to time, among RBC BEARINGS INCORPORATED,
a Delaware corporation (“Holdings”), ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”),
the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer
(such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).


 


WHEREAS, pursuant to the
Equity Purchase Agreement, dated as of March 26, 2015 (as amended from time to time in accordance therewith, the “Acquisition
Agreement”), among the Borrower, Holdings, Dover Corporation (Canada) Limited and Dover Engineered Systems, Inc., the
Borrower will purchase (i) all of the issued and outstanding shares of common stock of Avborne Accessory Group, Inc., a Delaware
corporation, all of the issued and outstanding shares of common stock of Sonic Industries, Inc., a California corporation and all
of the outstanding limited liability company interests of Sargent Aerospace & Defense LLC, a Delaware limited liability company,
and (ii) certain intellectual property of Delaware Capital Formation, Inc. as specified therein (the entities described in clauses
(i) and (ii), collectively the “Company”);


 


WHEREAS, in connection with
the foregoing, Holdings and the Borrower have requested that the Lenders extend credit in the form of (a) Initial Term Loans to
the Borrower on the Closing Date, in an aggregate principal amount of $200,000,000 and (b) Revolving Credit Loans made available
to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date in Dollars or Alternative Currencies,
in an aggregate Dollar Equivalent principal amount at any time outstanding not in excess of $350,000,000 less the sum of (i) the
aggregate Letters of Credit Outstanding at such time and (ii) the aggregate principal amount of all Swingline Loans outstanding
at such time;


 


WHEREAS, the proceeds of
the Initial Term Loans will be used, together with proceeds of borrowings by the Borrower under the Revolving Credit Facility on
the Closing Date to effect the Acquisition, to provide for liquidity in the form of cash on the balance sheet of the Borrower and/or
otherwise and to pay Transaction Expenses; and


 


WHEREAS, the Lenders and
Letter of Credit Issuer are willing to make available to the Borrower such term loans and revolving credit and letter of credit
facilities upon the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:


 


Section
1.          Definitions


 


Section 1.1                 Defined
Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context
otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and
in the plural the singular):


 




    	 



    	 



    

 


“ABR”
shall mean for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%,
(b) the rate of interest in effect for such day as announced, from time to time, within Wells Fargo at its principal office in
San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s
base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated
for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications
as Wells Fargo may designate; provided that, if such rate shall be less than zero, it shall be deemed to be zero for purposes
of this Agreement and (c) the LIBOR Rate (with respect to LIBOR Loans to be made in Dollars) for an interest period of one (1)
month, determined on the second full Business Day prior to such day, plus 1%. Any change in the ABR due to a change in such rate
announced by the Administrative Agent or in the Federal Funds Effective Rate shall take effect at the opening of business on the
day specified in the announcement of such change.


 


“ABR Loan”
shall mean each Loan (other than Loans made in any Alternative Currency) bearing interest based on the ABR.


 


“Acquired EBITDA”
shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro
Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined
using such definitions as if references to Holdings and its Restricted Subsidiaries therein were to such Pro Forma Entity and its
Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in accordance with GAAP.


 


“Acquired Entity
or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Acquired Indebtedness”
shall mean, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with,
or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.


 


“Acquisition”
shall mean the transactions contemplated by the Acquisition Agreement.


 


“Acquisition Agreement”
shall have the meaning provided in the preamble to this Agreement.


 


“Additional Refinancing
Lender” shall have the meaning provided in Section 2.15.


 


“Additional Revolving
Credit Commitment” shall have the meaning provided in Section 2.14(a).


 


“Additional Revolving
Credit Loan” shall have the meaning provided in Section 2.14(b).


 


“Additional Revolving
Loan Lender” shall have the meaning provided in Section 2.14(b).


 


“Adjusted Total
Revolving Credit Commitment” shall mean at any time the Total Revolving Credit Commitment less the aggregate Revolving
Credit Commitments of all Defaulting Lenders.


 


“Adjusted Total
Term Loan Commitment” shall mean at any time the Total Term Loan Commitment less the Term Loan Commitments of all Defaulting
Lenders.




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“Administrative
Agent” shall mean Wells Fargo Bank, National Association, as the administrative agent for the Lenders under this Agreement
and the other Credit Documents, or any successor administrative agent pursuant to Section 12.9.


 


“Administrative
Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 13.2 or such other address or account as the Administrative Agent may from time to time notify to Holdings and
the Lenders.


 


“Administrative
Questionnaire” shall have the meaning provided in Section 13.6(b)(ii)(D).


 


“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly
or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.


 


“Agent Parties”
shall have the meaning provided in Section 13.17(b).


 


“Agents”
shall mean the Administrative Agent, the Collateral Agent, the Syndication Agent, each Joint Lead Arranger and Bookrunner and each
Co-Documentation Agent.


 


“Aggregate Revolving
Credit Outstandings” shall have the meaning provided in Section 5.2(b).


 


“Agreement”
shall mean this Credit Agreement, as the same may be amended, supplemented, amended and restated or otherwise modified from time
to time.


 


“Agreement Currency”
shall have the meaning provided in Section 13.19.


 


“Alternative Currency”
shall mean Canadian Dollars, Pounds Sterling, Euro, Swiss Francs and any other currency reasonably acceptable to the Administrative
Agent and each applicable Revolving Credit Lender that is freely convertible into Dollars and readily available in the London interbank
market.


 


“Anti-Corruption
Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to each Credit Party or its Related
Persons from time to time concerning or relating to bribery or corruption.


 


“Anti-Terrorism
Laws” shall have the meaning provided in Section 8.20.


 


“Applicable Margin”
shall mean a percentage per annum equal to:


 


(i)          (a)
until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter commencing on or
after the Closing Date pursuant to Section 9.1, (x) for LIBOR Loans, 1.50%, (y) for ABR Loans, 0.50% and (z) for Letter
of Credit Fees, 1.50% per annum and (b) thereafter, in connection with the Loans, the percentages per annum set forth in the table
below, based upon the Consolidated Total Debt to Consolidated EBITDA Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 9.1(d):


 




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	Pricing Level	 	Consolidated
 Total Debt to
 Consolidated
 EBITDA Ratio	 	Letter of Credit
 Fees	 	 	ABR Loans	 	 	LIBOR Loans	 
	I		> 3.50x	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%
	II		<3.50x 
 but > 2.75x	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%
	III	 	< 2.75x 
 but ≥ 2.0x	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%
	IV	 	< 2.0x 
 but ≥ 1.25x	 	 	1.25	%	 	 	0.25	%	 	 	1.25	%
	V	 	< 1.25x	 	 	1.00	%	 	 	0.00	%	 	 	1.00	%



 


Any increase or decrease
in the Applicable Margin for the Loans resulting from a change in the Consolidated Total Debt to Consolidated EBITDA Ratio shall
become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to
Section 9.1(d).


 


Notwithstanding the foregoing,
(a) the Applicable Margin in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving
Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth
in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of Additional Revolving Credit Commitments,
any Class of New Term Loans, or any Class of Loans in respect of Additional Revolving Credit Commitments shall be the applicable
percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement
Term Loans shall be the applicable percentages per annum set forth in the relevant agreement, (d) the Applicable Margin in respect
of any Class of Other Revolving Commitments shall be the applicable percentages per annum set forth in the relevant agreement,
and (e) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the
extent, necessary to comply with the provisions of Section 2.14.


 


Notwithstanding anything
to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Consolidated
Total Debt to Consolidated EBITDA Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate
for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin
that is less than that which would have been applicable had the Consolidated Total Debt to Consolidated EBITDA Ratio been accurately
determined, then, for all purposes of this Agreement, the “Applicable Margin” for any day occurring within the period
covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately
determined Consolidated Total Debt to Consolidated EBITDA Ratio for such period, and any shortfall in the interest or fees theretofore
paid by the Borrower for the relevant period as a result of the miscalculation of the Consolidated Total Debt to Consolidated EBITDA
Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be
paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 has not occurred
with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the demand thereof by
the Administrative Agent. In addition, at the option of the Required Lenders, at any time during which the Borrower shall have
failed to deliver the Section 9.1 Financials by the date required under Section 9.1, then the Consolidated Total
Debt to Consolidated EBITDA Ratio shall be deemed to be in Pricing Level I for the purposes of determining the Applicable Margin
(but only for so long as such failure continues, after which the Pricing Level shall be otherwise as determined as set forth above).




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“Approved Foreign
Bank” shall have the meaning provided in clause (10) of the definition of “Cash Equivalents.”


 


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


 


“Asset Sale”
shall mean:


 


(1)         the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale Leaseback) of Holdings or any Restricted Subsidiary (each referred to in this definition
as a “disposition”) or


 


(2)         the
issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred stock of Restricted Subsidiaries issued
in compliance with Section 10.1), whether in a single transaction or a series of related transactions, in each case, other
than:


 


(a)          any
disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business
or any disposition of inventory, immaterial assets or goods (or other assets) in the ordinary course of business;


 


(b)          the
disposition of all or substantially all of the assets of Holdings or the Borrower in a manner permitted pursuant to Section
10.3;


 


(c)          the
making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to Section 10.5;


 


(d)          any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate Fair Market Value of less than $15,000,000;


 


(e)          any
disposition of property or assets or issuance of securities by a Restricted Subsidiary of Holdings to Holdings or by Holdings or
a Restricted Subsidiary of Holdings to another Restricted Subsidiary; provided that all such dispositions or issuances under
this clause (e) to Restricted Subsidiaries that are not Credit Parties shall not exceed $75,000,000;


 


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


 


(g)          [reserved];


 


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


 


(i)          foreclosures,
condemnation or any similar action on assets;


 


(j)          [reserved];


 




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(k)          any
financing transaction with respect to property built or acquired by Holdings or any Restricted Subsidiary after the Closing Date,
including Sale Leasebacks and asset securitizations permitted by this Agreement;


 


(l)          any
surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims
in the ordinary course of business;


 


(m)          the
sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of
accounts receivable to notes receivable;


 


(n)          the
licensing or sub-licensing of Intellectual Property or other general intangibles in the ordinary course of business;


 


(o)          the
unwinding of any Hedging Obligations;


 


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


 


(q)          the
lapse or abandonment of Intellectual Property rights in the ordinary course of business, which in the reasonable good faith determination
of Holdings are not material to the conduct of the business of Holdings and its Restricted Subsidiaries taken as a whole;


 


(r)          the
issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;


 


(s)          [reserved];


 


(t)          leases,
subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with
the business of the Borrower and its Restricted Subsidiaries, taken as a whole;


 


(u)          the
sale of such property or assets which contracts have been entered into as of the Closing Date and are set forth on Schedule
10.4; and


 


(v)         the
sale of each of the Houston Facility and the Fairfield Facility.


 


“Asset Sale Prepayment
Event” shall mean any Asset Sale subject to the Reinvestment Period allowed in Section 10.4.


 


“Assignment and
Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit G, or such other form as may
be approved by the Administrative Agent.


 


“Assignment Taxes”
shall have the meaning provided in the definition of “Other Taxes.”


 


“Authorized Officer”
shall mean any of the following officers: the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer,
the Chief Administrative Officer, the General Counsel, any Vice President, the Treasurer, the Assistant Treasurer, the Secretary,
the Assistant Secretary or the Controller, or such other Person as is authorized in writing to act on behalf of any of the Credit
Parties and is acceptable to the Administrative Agent.


 


“Auto-Extension
Letter of Credit” shall have the meaning provided in Section 3.2(d).


 




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“Available Commitment”
shall mean an amount equal to the excess, if any, of (a) the amount of the Total Revolving Credit Commitment over (b) the sum of
the aggregate Dollar Equivalent principal amount of (i) all Revolving Credit Loans (but not Swingline Loans) then outstanding and
(ii) the aggregate Letters of Credit Outstanding at such time.


 


“Bankruptcy Code”
shall have the meaning provided in Section 11.5.


 


“benefited Lender”
shall have the meaning provided in Section 13.8(a).


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Borrower”
shall have the meaning provided in the preamble to this Agreement.


 


“Borrower Materials”
shall have the meaning provided in Section 13.17(b).


 


“Borrowing”
shall mean and include (a) the incurrence of Swingline Loans from the Swingline Lender on a given date, (b) the incurrence of one
Type of Term Loan on the Closing Date (or resulting from conversions on a given date after the Closing Date) having, in the case
of LIBOR Term Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered
part of any related Borrowing of LIBOR Term Loans) and (c) the incurrence of one Type of Revolving Credit Loan of the same Class
and currency on a given date (or resulting from conversions on a given date) having, in the case of LIBOR Loans that are Revolving
Credit Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered
part of any related Borrowing of LIBOR Loans that are Revolving Credit Loans).


 


“Business Day”
shall mean any day excluding Saturday, Sunday and any other day on which banking institutions in New York City are authorized by
law or other governmental actions to close, and,


 


(a)          if
such day relates to any interest rate settings as to a LIBOR Loan denominated in Dollars or any Alternative Currency (other than
Euro, Pounds Sterling or Canadian Dollars), any fundings, disbursements, settlements and payments in Dollars or any Alternative
Currency (other than Euro, Pounds Sterling or Canadian Dollars) in respect of any such LIBOR Loan, or any other dealings in Dollars
or any Alternative Currency (other than Euro, Pounds Sterling or Canadian Dollars) to be carried out pursuant to this Agreement
in respect of any such LIBOR Loan, such day shall be a day on which dealings in deposits in Dollars or such Alternative Currency
are conducted by and between banks in the applicable London interbank market;


 


(b)          if
such day relates to any interest rate settings as to a LIBOR Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such LIBOR Loan, or any other dealings in Euro to be carried out pursuant to this Agreement
in respect of any such LIBOR Loan, such day shall be a TARGET Day;


 


(c)          if
such day relates to any interest rate settings as to a LIBOR Loan denominated in Pounds Sterling, such day shall be a day on which
dealings in deposits in Pounds Sterling, as applicable, are conducted by and between banks in the London interbank market;


 


(d)          if
such day relates to any fundings, disbursements, settlements and payments in Pounds Sterling in respect of a LIBOR Loan denominated
in Pounds Sterling, or any other dealings in Pounds Sterling to be carried out pursuant to this Agreement in respect of any such
LIBOR Loan (other than any interest rate settings), such day shall be a day on which banks are open for foreign exchange business
in London; and


 




    	7



    	 



    

 


(e)          if
such day relates to any interest rate settings as to a LIBOR Loan denominated in Canadian Dollars, any fundings, disbursements,
settlements and payments in Canadian Dollars in respect of any such LIBOR Loan, or any other dealings in Canadian Dollars to be
carried out pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a day on which banks are open for business
in Toronto.


 


“Canadian Dollars”
shall mean the lawful currency of Canada.


 


“Capital Lease”
shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that,
in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person; provided
that all leases of any Person that are or would be characterized as operating leases in accordance with GAAP as in effect immediately
prior to the Closing Date (whether or not such operating leases were in effect on such date) shall continue to be accounted for
as operating leases (and not as Capital Leases) for purposes of this Agreement regardless of any change in GAAP following the date
that would otherwise require such leases to be recharacterized as Capital Leases.


 


“Capital Stock”
shall mean (1) in the case of a corporation, corporate stock, (2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (3) in the case of a partnership
or limited liability company, partnership or membership interests (whether general or limited), and (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs”
in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock).


 


“Capitalized Lease
Obligation” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of
a Capital Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding
the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would be
characterized as operating lease obligations in accordance with GAAP as in effect immediately prior to the Closing Date as in effect
(whether or not such operating lease obligations were in effect on such date) shall be accounted for as operating lease obligations
(and not as Capitalized Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the date that
would otherwise require such obligations to be characterized as Capitalized Lease Obligations.


 


“Cash Collateralize”
shall have the meaning provided in Section 3.8(d).


 


“Cash Equivalents”
shall mean:


 


(1)         United
States dollars,


 


(2)         (a)
euro, pounds sterling or any national currency of any participating member state in the European Union or (b) local currencies
held from time to time in the ordinary course of business,


 


(3)         securities
issued or directly and fully and unconditionally guaranteed or insured by the United States government or any country that is a
member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed
as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,


 




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(4)         certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital
and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date
of determination) in the case of foreign banks,


 


(5)         repurchase
obligations for underlying securities of the types described in clauses (3), (4) and (9) entered into
with any financial institution meeting the qualifications specified in clause (4) above,


 


(6)         commercial
paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date
of creation thereof,


 


(7)         marketable
short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized ratings agency) and in each case maturing within 24 months after the date of creation or acquisition thereof,


 


(8)         readily
marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision
or taxing authority thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with
maturities of 24 months or less from the date of acquisition,


 


(9)         Indebtedness
or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from
Moody’s with maturities of 24 months or less from the date of acquisition,


 


(10)        solely
with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary
maintains its chief executive office and principal place of business provided such country is a member of the Organization for
Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates
of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws
of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such
country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating
from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the
equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not
more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with
an Approved Foreign Bank, in each case, customarily used by corporations for cash management purposes in any jurisdiction outside
the United States to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary organized
in such jurisdiction,


 


(11)        in
the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, Cash Equivalents
shall also include investments of the type and maturity described in clauses (1) through (9) above of foreign obligors,
which investments have ratings, described in such clauses or equivalent ratings from comparable foreign rating agencies, and


 




    	9



    	 



    

 


(12)        investment
funds investing 90% of their assets in securities of the types described in clauses (1) through (9) above.


 


Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2)
above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly
as practicable and in any event within ten Business Days following the receipt of such amounts.


 


“Cash Management
Agreement” shall mean any agreement or arrangement to provide Cash Management Services.


 


“Cash Management
Bank” shall mean (a) any Person that, at the time it enters into a Cash Management Agreement, is an Agent or a Lender
or an Affiliate of an Agent or a Lender or (b) with respect to any Cash Management Agreement entered into prior to the Closing
Date, any person that is a Lender or an Affiliate of a Lender on the Closing Date.


 


“Cash Management
Services” shall mean (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card
e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing house fund
transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating account
relationships or other cash management services, including pursuant to any Cash Management Agreements.


 


“Casualty Event”
shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental
Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds or proceeds
of a condemnation award in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace
or repair such equipment, fixed assets or real property.


 


“CDOR”
shall mean, for any day, with respect to a particular Interest Period as specified herein, the higher of (a) the rate per annum
determined by the Administrative Agent by reference to the average of the rates displayed on the “Reuters Screen CDOR Page”
(as defined in the International Swap Dealer Association, Inc. definitions, as amended from time to time), or such other page as
may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’
acceptances applicable to Canadian Dollar bankers’ acceptances (on a three hundred sixty-five (365) day basis) with a term
comparable to such Interest Period as of 10:00 A.M. (Eastern time) on the first day of such Interest Period (as adjusted by the
Administrative Agent after 10:00 A.M. (Eastern time) to reflect any error in a posted rate or in the posted average annual rate
of interest) and (b) 0%. If, for any reason, the rates on the Reuters Screen CDOR Page are unavailable as of such date, then CDOR
means the rate of interest reasonably determined by the applicable Agent that is equal to the rate (rounded upwards to the nearest
basis point) quoted by the Canadian Reference Bank as its discount rate for purchase of Canadian Dollar bankers’ acceptances
in an amount substantially equal to such LIBOR Loan denominated in Canadian Dollars with a term comparable to such Interest Period
as of 10:00 A.M. (Eastern time) as of such date and if such rate shall be less than zero, such rate shall be deemed zero for purposes
of this Agreement. No adjustment shall be made to account for the difference between the number of days in a year on which the
rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in
this Agreement.


 






    	10



    	 



    




 


“CFC”
shall mean a controlled foreign corporation within the meaning of Section 957(a) of the Code.


 





“Change in Law”
shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the Closing Date, (b) any change in any
law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after
the Closing Date or (c) compliance by any Lender, Letter of Credit Issuer or L/C Participant with any guideline, request, directive
or order issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether
or not having the force of law). For purposes of this definition, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests,
rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities pursuant to Basel III,
shall in each case described in clauses (x) and (y) above be deemed to be a Change in Law and have gone into effect
after the date hereof, regardless of the date enacted, adopted, issued or implemented.


 


“Change of Control”
shall mean and be deemed to have occurred if (a) any person, entity or “group” (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), shall at any time have acquired direct or indirect beneficial
ownership of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds 35% thereof, (b) a majority
of the seats (other than vacant seats) on the board of directors of Holdings are occupied by Persons who (i) were not members of
the board of directors of Holdings on the Closing Date and (ii) whose election to the board of directors of Holdings or whose nomination
for election by the shareholders of Holdings was not approved by a majority of the members of the board of directors of Holdings
then still in office who were either members of the board of directors of Holdings on the Closing Date or whose election or nomination
for election was previously so approved; or (c) the ceasing of Holdings to have, directly or indirectly, record or beneficial
ownership (within the meaning of Rule 13d-3 of the SEC under the 1934 Act, as then in effect) or control of 100% (on a fully-diluted
basis, disregarding any director qualifying share ownership) of the combined Voting Power or economic benefit of the then outstanding
equity interests of the Borrower (or any successor) by operation of law or otherwise, or assign thereof).


 


“Class”
(a) when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing,
are Revolving Credit Loans, Additional Revolving Credit Loans, New Revolving Loans, Initial Term Loans, New Term Loans (of each
Series), Extended Term Loans (of the same Extension Series), Extended Revolving Credit Loans (of the same Extension Series) or
Swingline Loans and (b) when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment,
an Additional Revolving Credit Commitment, a New Revolving Credit Commitment, an Extended Revolving Credit Commitment (of the same
Extension Series), an Initial Term Loan Commitment or a New Term Loan Commitment.


 


“Closing Date”
shall mean April 24, 2015.


 


“Closing Date Letters
of Credit” shall mean Letters of Credit existing on the Closing Date, Letters of Credit issued after the Closing Date
to the extent in replacement of a letter of credit of the Borrower or any of its Subsidiaries existing on the Closing Date, any
extensions thereof, replacement Letters of Credit or Letters of Credit issued in lieu thereof, in each case, to the extent the
face amount of such Letters of Credit is not increased above the face amount of the Letter of Credit being extended, replaced or
substituted; provided that the aggregate principal amount of Closing Date Letters of Credit shall not exceed $10,000,000.


 




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“Closing Date Refinancing”
shall mean the repayment, repurchase or other discharge of the Existing Credit Agreement Indebtedness and termination and/or release
of any security interests and guarantees in connection therewith.


 


“Co-Documentation
Agents” shall mean Bank of America, N.A., KeyBank National Association and Citizens Bank, N.A.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
shall mean all property pledged or purported to be pledged pursuant to the Security Documents.


 


“Collateral Agent”
shall mean Wells Fargo Bank, National Association, as collateral agent under the Credit Documents, or any successor collateral
agent pursuant to Section 12.9; any affiliate or designee of Wells Fargo Bank, National Association may act as Collateral
Agent under any Credit Document.


 


“Commitment Fee”
shall have the meaning provided in Section 4.1(a).


 


“Commitment Fee
Rate” shall mean, with respect to the Available Commitment on any day, a rate per annum set forth below opposite
the Status in effect on such day:


 


	Status	 	Commitment Fee Rate	 
	Level I Status	 	 	0.300	%
	Level II Status	 	 	0.250	%
	Level III Status	 	 	0.250	%
	Level IV Status	 	 	0.200	%
	Level V Status	 	 	0.175	%



 


Notwithstanding the foregoing, the term “Commitment
Fee Rate” shall mean 0.25% during the period from and including the Closing Date until delivery of financial statements and
a related Compliance Certificate for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section
9.1. In addition, at the option of the Required Revolving Credit Lenders, at any time during which the Borrower shall have
failed to deliver the Section 9.1 Financials by the date required under Section 9.1, then the applicable Status for the
purposes of determining the Commitment Fee Rate shall be Level I Status (but only for so long as such failure continues, after
which the Status shall be otherwise as determined as set forth above).


 


“Commitments”
shall mean, with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment, New Revolving
Credit Commitment, Extended Revolving Credit Commitment, Additional Revolving Credit Commitment, Initial Term Loan Commitment or
New Term Loan Commitment.


 


“Commodities Equity
Option Agreement” shall mean an equity option contract purchased by the Borrower or any of its Subsidiaries from a securities
intermediary in the ordinary course of business, and not for speculative purposes, as a means to hedge against price fluctuations
in the raw materials necessary to the manufacturing or production of goods in connection with the business of the Borrower and
its Subsidiaries (it being understood and agreed that the use of open or naked calls shall by definition be deemed speculative).


 




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“Commodities Hedge
Agreement” shall mean a commodities contract purchased by the Borrower or any of its Subsidiaries in the ordinary course
of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods
in connection with the business of the Borrower and its Subsidiaries.


 


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


 


“Communications”
shall have the meaning provided in Section 13.17.


 


“Company”
shall have the meaning provided in the preamble to this Agreement.


 


“Company Material
Adverse Effect” shall mean “Material Adverse Effect” as provided in the Acquisition Agreement.


 


“Company Representations”
shall mean the representations and warranties made by the Company with respect to the Company, its subsidiaries and their respective
businesses in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or
one of Holdings’ Affiliates) has the right (taking into account any applicable cure provisions) to terminate its obligations
under the Acquisition Agreement, or to decline to consummate the Acquisition, as a result of a breach of such representations and
warranties in the Acquisition Agreement.


 


“Compliance Certificate”
shall have the meaning provided in Section 9.1(d).


 


“Confidential Information”
shall have the meaning provided in Section 13.16.


 


“Confidential Information
Memorandum” shall mean the Confidential Information Memorandum of Holdings dated April 2015.


 


“Consolidated Depreciation
and Amortization Expense” shall mean with respect to any Person for any period, the total amount of depreciation and
amortization expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees and
expenses, capitalized expenditures, customer acquisition costs, the amortization of original issue discount resulting from the
issuance of Indebtedness at less than par and incentive payments, conversion costs and contract acquisition costs of such Person
and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated EBITDA”
shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person for such period


 


(1)         increased
(without duplication) by:


 


(a)          provision
for taxes based on income or profits or capital, including, without limitation, U.S. federal, state, non-U.S., franchise, excise,
value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted, including
any penalties and interest related to such taxes or arising from any tax examinations (and not added back) in computing Consolidated
Net Income, plus


 


(b)          Consolidated
Interest Expense of such Person for such period, to the extent deducted (and not added back) in calculating such Consolidated Net
Income, plus


 




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(c)          Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted in computing Consolidated
Net Income, plus


 


(d)          any
expenses, fees, charges or losses (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment,
surety bonds, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement
(including a refinancing thereof) (whether or not successful and including any such transaction consummated prior to the Closing
Date), including (i) such fees, expenses or charges related to the offering of the Loans hereunder, (ii) such fees, expenses or
charges related to the offering of the Credit Documents and any other credit facilities and (iii) any amendment or other modification
of the Loans hereunder or other Indebtedness, and, in each case, deducted (and not added back) in computing Consolidated Net Income,
plus


 


(e)          any
other non-cash charges, including any write offs, write downs, expenses, losses or items to the extent the same were deducted (and
not added back) in computing Consolidated Net Income (provided that if any such non-cash charges represent an accrual
or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be deducted
from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus


 


(f)          the
amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties
in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income, plus


 


(g)          the
amount of “run-rate” cost savings, operating expense reductions and synergies that are projected by the Borrower in
good faith to result from actions either taken or expected to be taken within 18 months of the determination to take such action,
net of the amount of actual benefits realized prior to or during such period from such actions (which cost savings, operating expense
reductions and synergies shall be calculated on a Pro Forma Basis as though such cost savings, operating expense reductions or
synergies had been realized on the first day of such period); provided that an Authorized Officer of the Borrower shall
have certified to the Administrative Agent that such cost savings, operating expense reductions and synergies are reasonably identifiable
and factually supportable; provided that the aggregate amount of cost savings, operating expense reductions and synergies
added back pursuant to this clause (g) (when combined with adjustments and addbacks pursuant to the definition of “Pro Forma
Adjustment”) shall not exceed 15% of Consolidated EBITDA in any Test Period (calculated before giving effect to any such
addbacks or adjustments), plus


 


(h)          [Reserved],
plus


 


(i)          any
costs or expense incurred by Holdings or a Restricted Subsidiary 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 cost or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance
of Equity Interest of Holdings (other than Disqualified Stock) solely to the extent that such net cash proceeds have not been relied
on for purposes of any incurrence of Indebtedness pursuant to clause (l) of Section 10.1, plus


 


(j)          [reserved],
plus


 


(k)          [reserved],
plus


 




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(l)          costs
associated with compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith and Public Company Costs, plus


 


(m)          cash
receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period solely
to the extent that the corresponding non-cash gains relating to such receipts were deducted in the calculation of Consolidated
EBITDA pursuant to paragraph (2) below for any previous period and not added back, plus


 


(n)          to
the extent not already included in the Consolidated Net Income, (i) any expenses and charges that are reimbursed by indemnification
or other similar provisions in connection with any investment or any sale, conveyance, transfer or other Asset Sale of assets permitted
hereunder and (ii) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such
amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the
date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses
with respect to liability or casualty events or business interruption


 


(2)         decreased
by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash
gains which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA
in any prior period; provided that, to the extent non cash gains are deducted pursuant to this clause (2)
for any previous period and not otherwise added back to Consolidated EBITDA, Consolidated EBITDA shall be increased by the amount
of any cash receipts (or any netting arrangements resulting in reduced cash expenses) in respect of such non cash gains received
in subsequent periods to the extent not already included therein, plus


 


(3)         increased
or decreased by (without duplication):


 


(a)          any
net gain or loss resulting in such period from currency gains or losses related to Indebtedness, intercompany balances and other
balance sheet items, plus or minus, as the case may be, and


 


(b)          any
net gain or loss resulting in such period from Hedging Obligations, and the application of Financial Accounting Standards Codification
No. 815— Derivatives and Hedging (formerly Financing Accounting Standards Board Statement No. 133), and its related pronouncements
and interpretations, or the equivalent accounting standard under GAAP or an alternative basis of accounting applied in lieu of
GAAP.


 


For the avoidance of doubt:


 


(i)          to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments
resulting from the application of Statement of Financial Accounting Standards No. 133 and its related pronouncements and interpretations,
or the equivalent accounting standard under GAAP or an alternative basis of accounting applied in lieu of GAAP,


 




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(ii)         there
shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person
or business, or attributable to any property or asset acquired by Holdings or any Restricted Subsidiary during such period (but
not the Acquired EBITDA of any related Person or business or any Acquired EBITDA attributable to any assets or property, in each
case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed by Holdings
or such Restricted Subsidiary (each such Person, business, property or asset acquired and not subsequently so disposed of, an “Acquired
Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary
during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such
Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to
such acquisition or conversion) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the
Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring
prior to such acquisition) as specified in a Pro Forma Adjustment Certificate and delivered to the Lenders and the Administrative
Agent, and


 


(iii)        to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed
EBITDA of any Person, property, business or asset sold, transferred, abandoned or otherwise disposed of, closed or classified as
discontinued operations by Holdings or any Restricted Subsidiary during such period (each such Person, property, business or asset
so sold or disposed of, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that
is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”)
based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including
the portion thereof occurring prior to such sale, transfer or disposition or conversion); provided that for the avoidance
of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive agreement for
the Disposition thereof has been entered into as discontinued operations, the Disposed EBITDA of such Person or business shall
not be excluded pursuant to this paragraph until such Disposition shall have been consummated.


 


“Consolidated Interest
Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA of Holdings for the
Test Period then last ended to (b) Consolidated Interest Expense of Holdings for the Test Period then last ended.


 


“Consolidated Interest
Expense” shall mean, with respect to any Person for any period, the sum, without duplication, of:


 


(1)         consolidated
cash interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and
not added back) in computing Consolidated Net Income (including (a) all commissions, discounts and other fees and charges owed
with respect to letters of credit or bankers acceptances, (b) capitalized interest to the extent paid in cash and (c) net payments,
if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (1) any one-time cash costs associated
with breakage in respect of hedging agreements for interest rates, (2) all non-recurring cash interest expense consisting of liquidated
damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance
with GAAP, (3) any “additional interest” owing pursuant to a registration rights agreement, (4) non-cash interest expense
attributable to a parent entity resulting from push-down accounting, but solely to the extent not reducing consolidated cash interest
expense in any prior period, (5) any non-cash expensing of bridge, commitment and other financing fees that have been previously
paid in cash, but solely to the extent not reducing consolidated cash interest expense in any prior period and (6) dividends or
distributions paid in cash in respect of any Disqualified Stock or Designated Preferred Stock; less


 




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(2)         cash
interest income for such period.


 


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


 


“Consolidated Net
Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided
that, without duplication,


 


(1)         any
after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses
(including relating to the Transactions), severance, relocation costs and curtailments or modifications to pension and post-retirement
employee benefits plans shall be excluded,


 


(2)         the
Net Income for such period shall not include the cumulative effect of a change in accounting principles and changes as a result
of the adoption or modification of accounting policies during such period,


 


(3)         any
net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations (less all fees
or expenses relating thereto) shall be excluded,


 


(4)         any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments
other than in the ordinary course of business, as determined in good faith by the board of directors of Holdings, shall be excluded,


 


(5)         the
Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by
the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased
by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash
or Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period,


 


(6)         the
Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived; provided that Consolidated Net Income of Holdings will be increased by the amount
of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents
to Holdings, the Borrower or a Restricted Subsidiary that is a Guarantor in respect of such period, to the extent not already included
therein,


 


(7)         effects
of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in any line
item in such Person’s consolidated financial statements required or permitted by ASC 805 and ASC 350 (formerly Financial
Accounting Standards Board Statement Nos. 141 and 142, respectively) resulting from the application of purchase accounting, including
in relation to the Transactions and any acquisition that is consummated after the Closing Date or the amortization or write-off
of any amounts thereof, net of taxes, shall be excluded,


 




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(8)         (i)
any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative
instruments (including deferred financing costs written off and premiums paid), (ii) any non-cash income (or loss) related to currency
gains or losses related to Indebtedness, intercompany balances and other balance sheet items and to Hedging Obligations pursuant
to Financial Accounting Standards Codification No. 815—Derivatives and Hedging (or such successor provision) and (iii) any
non-cash expense, income or loss attributable to the movement in mark to market valuation of foreign currencies, Indebtedness or
derivative instruments pursuant to GAAP, shall be excluded,


 


(9)         any
impairment charge, asset write-off or write-down pursuant to ASC 350 and ASC 360 (formerly Financial Accounting Standards Board
Statement Nos. 142 and 144, respectively) and the amortization of intangibles arising pursuant to ASC 805 (formerly Financial Accounting
Standards Board Statement No. 141) shall be excluded,


 


(10)        (i)
any non-cash compensation expense recorded from grants of stock appreciation or similar rights, phantom equity, stock options units,
restricted stock or other rights to officers, directors, managers or employees and (ii) non-cash income (loss) attributable to
deferred compensation plans or trusts, shall be excluded,


 


(11)        [reserved],


 


(12)        accruals
and reserves (including contingent liabilities) that are established or adjusted within twelve months after the Closing Date that
are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or
modification of accounting policies, shall be excluded,


 


(13)        to
the extent covered by insurance or indemnification and actually reimbursed, or, so long as Holdings has made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the
extent that such amount is (a) not denied by the applicable carrier or indemnifying party in writing within 180 days and (b) in
fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so
reimbursed within 365 days), losses and expenses with respect to liability or casualty events or business interruption shall be
excluded,


 


(14)        any
deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release
of any valuation allowance related to such items, shall be excluded, and


 


(15)        any
costs or expenses incurred during such period relating to environmental remediation, litigation or other disputes in respect of
events and exposures that occurred prior to the Closing Date shall be excluded.


 


“Consolidated Senior
Secured Debt” shall mean Consolidated Total Debt as of such date secured by a Lien on any asset or property of Holdings
or any Restricted Subsidiary but excluding any such Indebtedness of a Restricted Subsidiary that is not a Credit Party.


 




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“Consolidated Senior
Secured Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (1) Consolidated
Senior Secured Debt as of such date of determination, minus (x) all domestic U.S. cash and Cash Equivalents and (y) 85% of the
aggregate amount of cash and Cash Equivalents in accounts of Holdings and its Restricted Subsidiaries outside of the United States,
in each case, other than cash and Cash Equivalents listed as “restricted cash” on the consolidated balance sheet of
Holdings and the Restricted Subsidiaries to (2) Consolidated EBITDA of Holdings for the Test Period then last ended.


 


“Consolidated Total
Assets” shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite
the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of Holdings and the
Restricted Subsidiaries at such date.


 


“Consolidated Total
Debt” shall mean, as at any date of determination, an amount equal to the sum of (x) the aggregate amount of all outstanding
Indebtedness of Holdings and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money,
Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the
avoidance of doubt, Hedging Obligations) and (y) the stated value, or liquidation value, if higher of all outstanding Disqualified
Stock or Designated Preferred Stock of Holdings and the Restricted Subsidiaries on a consolidated basis, in each case that (i)
is by its terms subject to mandatory redemption, in whole or in part, pursuant to a sinking fund, scheduled redemption or similar
provisions, at any time prior to the Latest Maturity Date or (ii) otherwise is required to be repurchased or retired on a scheduled
ate or dates, upon the occurrence of any event or circumstance, or at the option of the holder or holders thereof, or otherwise,
at any time prior to the Latest Maturity Date, other than any such repurchase or retirement occasioned by a “change of control”
or similar event; provided that Consolidated Total Debt shall not include Letters of Credit, except to the extent of Unpaid
Drawings thereunder.


 


“Consolidated Total
Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt
as of such date of determination, minus (x) all domestic U.S. cash and Cash Equivalents and (y) 85% of the aggregate amount of
cash and Cash Equivalents in accounts of Holdings and its Restricted Subsidiaries outside of the United States, in each case, other
than cash and Cash Equivalents listed as “restricted cash” on the consolidated balance sheet of Holdings and the Restricted
Subsidiaries to (b) Consolidated EBITDA of Holdings for the Test Period then last ended.


 


“Contingent Obligations”
shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that
do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (2) to advance or
supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (3) to purchase property,
securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation against loss in respect thereof.


 


“Contractual Requirement”
shall have the meaning provided in Section 8.3.


 


“Converted Restricted
Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.


 




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“Converted Unrestricted
Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Credit Documents”
shall mean this Agreement, the Guarantees, the Security Documents and any promissory notes issued by the Borrower hereunder.


 


“Credit Event”
shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.


 


“Credit Facilities”
shall mean, collectively, each category of Commitments and each extension of credit hereunder.


 


“Credit Facility”
shall mean a category of Commitments and extensions of credit thereunder.


 


“Credit Party”
shall mean Holdings, the Borrower and the Guarantors.


 


“Cure Amount”
shall have the meaning provided in Section 11.14.


 


“Cure Right”
shall have the meaning provided in Section 11.14.


 


“Debt Incurrence
Prepayment Event” shall mean any issuance or incurrence by Holdings or any of the Restricted Subsidiaries of any Indebtedness
(excluding any Indebtedness permitted to be issued or incurred under Section 10.1 (other than Refinancing Indebtedness)).


 


“Default”
shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Default Rate”
shall have the meaning provided in Section 2.8(c).


 


“Defaulting Lender”
shall mean any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition
of “Lender Default”.


 


“Deferred Net Cash
Proceeds” shall have the meaning provided such term in the definition of “Net Cash Proceeds”.


 


“Deferred Net Cash
Proceeds Payment Date” shall have the meaning provided such term in the definition of “Net Cash Proceeds”.


 


“Designated Non-Cash
Consideration” shall mean the Fair Market Value of non-cash consideration received by Holdings or a Restricted Subsidiary
in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized
Officer of Holdings, setting forth the basis of such valuation, executed by either a senior vice president or the principal financial
officer of Holdings, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection
on such Designated Non-Cash Consideration.


 


“Designated Preferred
Stock” shall mean preferred stock of Holdings or any direct or indirect parent company of Holdings (in each case other
than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or
trust established by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an officers’
certificate executed by the principal financial officer of Holdings or the parent company thereof, as the case may be, on the issuance
date thereof.


 




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“Disposed EBITDA”
shall mean, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for
such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references
to Holdings and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business
or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated basis for such Sold
Entity or Business or Converted Unrestricted Subsidiary, as the case may be.


 


“Disqualified Lenders”
shall mean, certain banks, financial institutions and other institutional lenders and investors (a) identified in writing to the
Administrative Agent and the Joint Lead Arrangers and Bookrunners prior to the commencement of “primary syndication”
as being “Disqualified Lenders” (or, if after such date, that are reasonably acceptable to the Joint Lead Arrangers
and Bookrunners holding a majority of the aggregate amount of outstanding financing commitments in respect of the Credit Facilities
as of the commencement of “primary syndication”), (b) competitors of the Holdings and its Subsidiaries that have been
separately identified in writing to the Administrative Agent from time to time, and (c) in the case of each of clauses (a)
and (b) of this definition, any of their Affiliates that are either (I) identified to the Administrative Agent in writing
or (II) clearly identifiable on the basis of such Affiliate’s name (excluding any bona fide fixed income investors or debt
funds that constitutes an Affiliate thereof).


 


“Disqualified Stock”
shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely for Qualified Stock), other than as a result of a change of control, asset sale or similar event,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for
Qualified Stock), other than as a result of a change of control, asset sale or similar event, in whole or in part, in each case,
prior to the date that is 91 days after the Latest Maturity Date hereunder; provided that if such Capital Stock is issued
to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries in
order to satisfy applicable statutory or regulatory obligations.


 


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


 


“Dollar Equivalent”
shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent
or the Letter of Credit Issuer, as the case may be, on the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date or other relevant date of determination) for the purchase of Dollars with such currency.


 


“Dollars”
and “$” shall mean dollars in lawful currency of the United States of America.


 


“Domestic Subsidiary”
shall mean each Subsidiary of the Borrower that is organized under the laws of the United States, any state thereof, or the District
of Columbia.


 


“Drawing”
shall have the meaning provided in Section 3.4(b).


 




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“Environmental Claims”
shall mean any and all actions, suits, orders, decrees, demand letters, claims, notices of noncompliance or potential responsibility
or violation or proceedings pursuant to any Environmental Law or any permit issued, or any approval given, under any such Environmental
Law, including, without limitation, (i) by governmental or regulatory authorities for enforcement, cleanup, removal, response,
remedial or other actions or damages and (ii) by governmental or regulatory authorities or any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief relating to the presence Release or threatened Release of Hazardous
Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous
Materials), or the environment including, without limitation, ambient air, indoor air, surface water, groundwater, soil, land surface
and subsurface strata and natural resources such as wetlands.


 


“Environmental Law”
shall mean any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law
now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including
any binding judicial or administrative order, consent decree or judgment, relating to pollution or protection of the environment,
including, without limitation, ambient air, indoor air, surface water, groundwater, soil, land surface and subsurface strata and
natural resources such as flora, fauna or wetlands, or protection of human health or safety (to the extent relating to human exposure
to Hazardous Materials) and including those relating to Hazardous Materials.


 


“Equity Interest”
shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that
is convertible into, or exchangeable for, Capital Stock.


 


“Equity Offering”
shall mean any public or private sale of common stock or preferred stock of Holdings or any direct or indirect parent company of
Holdings (excluding Disqualified Stock), other than: (a) public offerings with respect to the Borrower or any of its direct or
indirect parent company’s (including Holdings) common stock registered on Form S-8, (b) issuances to any Subsidiary of Holdings,
(c) any such public or private sale that constitutes an Excluded Contribution and (d) any Cure Amount.


 


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


 


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


 


“ERISA Event”
shall mean (a) the failure of any Plan to comply with any provisions of ERISA and/or the Code (and applicable regulations under
either) or with the terms of such Plan; (b) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (c)
any Reportable Event; (d) the failure of any Credit Party or ERISA Affiliate to make by its due date a required installment under
Section 430(j) of the Code with respect to any Pension Plan or any failure by any Pension Plan to satisfy the minimum funding standards
(within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or not waived;
(e) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or
Section 303 of ERISA); (f) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Pension Plan; (g) the occurrence of any event or condition which could
reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan or the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Pension Plan, including but not limited to the imposition of any Lien in favor of the PBGC
or any Pension Plan; (h) the receipt by any Credit Party or any of its ERISA Affiliates from the PBGC or a plan administrator of
any notice to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA; (i)
the failure by any Credit Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (j) the
incurrence by any Credit Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Pension Plan (or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or Multiemployer
Plan; (k) the receipt by any Credit Party or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan
from a Credit Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, Insolvent or in Reorganization, in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or terminated (within the meaning of Section 4041A
of ERISA); or (l) the failure by any Credit Party or any of its ERISA Affiliates to pay when due (after expiration of any applicable
grace period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA.




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“Euro”
shall mean the single currency of the Participating Member States.


 


“Event of Default”
shall have the meaning provided in Section 11.


 


“Excluded Contribution”
shall mean net cash proceeds, the Fair Market Value of marketable securities or the Fair Market Value of Qualified Proceeds received
by Holdings from (a) contributions to its common equity capital, and (b) the sale (other than to a Subsidiary of Holdings or to
any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Holdings) of Capital
Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings, in each case designated as Excluded Contributions
pursuant to an officers’ certificate executed by either a senior vice president or the principal financial officer of Holdings
on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be; provided
that any non-cash assets shall qualify only if acquired by a parent of Holdings in an arm’s-length transaction within the
six months prior to such contribution.


 


“Excluded Stock
and Stock Equivalents” shall mean (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable
judgment of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of pledging such Capital
Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits
to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Capital Stock of any Foreign Subsidiary that
is a CFC or any Domestic Subsidiary substantially all of the assets of which consist of Capital Stock of Foreign Subsidiaries that
are CFCs in each case to secure the Obligations of the Borrower, any Voting Stock of any class of such Foreign Subsidiary or such
Domestic Subsidiary in excess of 66% of the outstanding Voting Stock of such class (such percentage to be adjusted upon any Change
in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Guarantor that is a Domestic
Subsidiary), (iii) any Capital Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement
of Law (including any legally effective requirement to obtain the consent of any Governmental Authority unless such consent has
been obtained) (other than non- assignment provisions which are rendered ineffective under the Uniform Commercial Code or other
applicable law), (iv) in the case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the extent such Capital Stock
or Stock Equivalents are subject to a Lien permitted by clause (9) of the definition of “Permitted Lien” or
(B) any Capital Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by Holdings and its Subsidiaries, any Capital
Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge
thereof to secure the Obligations is prohibited by any applicable organizational documents, joint venture agreement or shareholders’
agreement (other than non- assignment provisions which are rendered ineffective under the Uniform Commercial Code or other applicable
law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this
clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been
obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate Holdings or any Subsidiary
to obtain any such consent) and for so long as such prohibition is in effect, or (3) a pledge thereof to secure the Obligations
would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any applicable organizational documents, joint
venture agreement or shareholders’ agreement governing such Capital Stock or Stock Equivalents the right to terminate its
obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code
or other applicable law), (v) any Capital Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such
Capital Stock or Stock Equivalents would result in material adverse tax consequences to Holdings or any Subsidiary as reasonably
determined by Holdings in consultation with the Administrative Agent and (B) such Capital Stock or Stock Equivalents have been
identified in writing to the Collateral Agent by an Authorized Officer of Holdings, (vi) any Capital Stock or Stock Equivalents
that are margin stock, and (vii) the Capital Stock of any Foreign Subsidiary (A) until the revenues attributable to all Foreign
Subsidiaries are equal to or in excess of 25% of the consolidated revenues of Holdings and its Restricted Subsidiaries, as disclosed
and set forth in the most recent Compliance Certificate delivered pursuant to Section 9.1(d) in respect of the quarterly financial
statements required to be delivered pursuant to Section 9.1(b), and (B) subject to the foregoing clause (A), only be required in
respect of (1) first tier Foreign Subsidiaries that account for 5% or greater of such consolidated revenues and (2) first tier
Foreign Subsidiaries that account for 80% or greater of the aggregate revenues of all Foreign Subsidiaries.


 




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“Excluded Subsidiary”
shall mean (a) each Subsidiary, in each case, for so long as any such Subsidiary does not (on a consolidated basis with its Restricted
Subsidiaries) constitute a Material Subsidiary, (b) each Subsidiary that is not a wholly-owned Subsidiary on any date such Subsidiary
would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary
remains a non-wholly-owned Restricted Subsidiary), (c) any Domestic Subsidiary substantially all the assets of which consist of
(x) Capital Stock and Stock Equivalents of Foreign Subsidiaries that are CFCs and/or (y) other Domestic Subsidiaries so long as
substantially all the assets of any such other Domestic Subsidiary consist of Capital Stock and Stock Equivalents of Foreign Subsidiaries
that are CFCs, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a CFC, (e) any Foreign Subsidiary,
(f) each Subsidiary that is prohibited by any applicable Contractual Requirement (to the extent such Contractual Requirement exists
on the Closing Date or on the date of acquisition of such Subsidiary (and was not incurred in contemplation of such acquisition))
or Requirement of Law from guaranteeing the Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and for so
long as such restriction or any replacement or renewal thereof is in effect), (g) each Subsidiary with respect to which, as reasonably
determined by Holdings, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of Holdings
and its Subsidiaries to satisfy applicable Requirements of Law, (h) any other Subsidiary with respect to which, (x) in the reasonable
judgment of the Administrative Agent and Holdings, as agreed in writing, the cost or other consequences of providing a Guarantee
of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) providing such a Guarantee
would result in material adverse tax consequences to the Borrower or one of its Subsidiaries (as reasonably determined by the Borrower
in writing in consultation with the Administrative Agent), (i) each Unrestricted Subsidiary and (j) each other Subsidiary acquired
pursuant to a Permitted Acquisition and financed with assumed secured Indebtedness, and each Restricted Subsidiary acquired in
such Permitted Acquisition that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation
relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and
such prohibition was not created in contemplation of such Permitted Acquisition.


 


“Excluded Swap Obligation”
shall mean, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the Obligations
of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any Obligations
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). 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 Obligation or security interest is or becomes illegal.


 


“Excluded Taxes”
shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account
of any obligation of any Credit Party hereunder or under any other Credit Document, (i) Taxes imposed on or measured by its overall
net income or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding in respect
thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), and franchise (and similar) Taxes
imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision thereof) as a
result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable
lending office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than
any such connection arising solely from this Agreement or any other Credit Documents or any transactions contemplated thereunder),
(ii) any United States federal withholding Tax imposed on any payment by or on account of any obligation of any Credit Party hereunder
or under any other Credit Document that is required to be imposed on amounts payable to a Lender pursuant to laws in force at the
time such Lender acquires an interest in any Credit Document, other than in the case of a Lender that is an assignee pursuant to
a request by the Borrower or Holdings under Section 13.7 (or designates a new lending office), except to the extent that
such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment),
to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 5.4(a), (iii) any
withholding taxes attributable to a Lender’s failure to comply with Section 5.4(e) or (iv) any Tax imposed under FATCA.


 


“Existing Class”
shall mean any Existing Term Loan Class and any Existing Revolving Credit Class.


 


“Existing Credit
Agreement Indebtedness” shall mean the principal, interest, fees and other amounts, other than contingent obligations
not due and payable, outstanding under that certain Credit Agreement, dated as of November 30, 2010, by and among the Borrower,
Holdings, the lenders from time to time party thereto, the guarantors from time to time party thereto and JPMorgan Chase Bank,
N.A., as administrative agent.


 


“Existing Letters
of Credit” shall mean each letter of credit existing on the Closing Date and identified on Schedule 1.1(a).


 


“Existing Revolving
Credit Class” shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing Revolving
Credit Commitment” shall have the meaning provided in Section 2.14(g)(ii).


 




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“Existing Revolving
Credit Loans” shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing Term Loan
Class” shall have the meaning provided in Section 2.14(g)(i).


 


“Extended Repayment
Date” shall have the meaning provided in Section 2.5(c).


 


“Extended Revolving
Credit Commitments” shall have the meaning provided in Section 2.14(g)(ii).


 


“Extended Revolving
Credit Loans” shall have the meaning provided in Section 2.14(g)(ii).


 


“Extended Term Loan
Repayment Amount” shall have the meaning provided in Section 2.5(c).


 


“Extended Term Loans”
shall have the meaning provided in Section 2.14(g)(i).


 


“Extending Lender”
shall have the meaning provided in Section 2.14(g)(iii).


 


“Extension Amendment”
shall have the meaning provided in Section 2.14(g)(iv).


 


“Extension Date”
shall have the meaning provided in Section 2.14(g)(v).


 


“Extension Election”
shall have the meaning provided in Section 2.14(g)(iii).


 


“Extension Request”
shall mean a Term Loan Extension Request.


 


“Extension Series”
shall mean all Extended Term Loans and Extended Revolving Credit Commitments that are established pursuant to the same Extension
Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term
Loans or Extended Revolving Credit Commitments, as applicable, provided for therein are intended to be a part of any previously
established Extension Series) and that provide for the same interest margins, extension fees and amortization schedule.


 


“Fairfield Facility”
shall mean that certain property located at 60 Round Hill Road, Fairfield, Connecticut 06430.


 


“Fair Market Value”
shall mean with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable
in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s
length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such
asset, as determined in good faith by the Borrower.


 


“Fair Value”
shall mean the amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Restricted
Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable
period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, 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 entered into in connection with the implementation of such Sections
of the Code.


 




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“Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds Effective
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for
such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative
Agent.


 


“Fees”
shall mean all amounts payable pursuant to, or referred to in, Section 4.1.


 


“FEMA”
shall mean the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the
National Flood Insurance Program.


 


“Financial Covenants”
shall mean the covenants set forth in Section 10.7.


 


“First Lien Intercreditor
Agreement” shall mean an Intercreditor Agreement substantially in the form of Exhibit I (with such changes to such form
as may be reasonably acceptable to the Administrative Agent and the Borrower) among the Administrative Agent, the Collateral Agent
and the representatives for purposes thereof for holders of one or more classes of Indebtedness that are secured by the Collateral
on an equal priority basis (but without regard to the control of remedies) with liens on the Collateral securing the Obligations.


 


“First Lien Obligations”
shall mean the Obligations and the Permitted Other Indebtedness Obligations that are secured by the Collateral on an equal priority
basis (but without regard to the control of remedies) with liens on the Collateral securing the Obligations.


 


“Flood Insurance
Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any
successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute
thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto,
(iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v)
the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Foreign Benefit
Arrangement” shall mean any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to
by any Credit Party or any of its Subsidiaries.


 


“Foreign Plan”
shall mean each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not
subject to U.S. law and is maintained or contributed to by any Credit Party or any of its Subsidiaries.


 




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“Foreign Plan Event”
shall mean, with respect to any Foreign Plan or Foreign Benefit Arrangement, (A) the failure by a Credit Party or any of its Subsidiaries
to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required
by applicable law or by the terms of such Foreign Plan or Foreign Benefit Arrangement; (B) the failure by a Credit Party or any
of its Subsidiaries to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan or Foreign
Benefit Arrangement required to be registered; or (C) the failure of any Foreign Plan or Foreign Benefit Arrangement to comply
with any provisions of applicable law and regulations or with the material terms of such Foreign Plan or Foreign Benefit Arrangement.


 


“Foreign Prepayment
Event” shall have the meaning provided in Section 5.2(a)(iv).


 


“Foreign Subsidiary”
shall mean each Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


“Fronting Fee”
shall have the meaning provided in Section 4.1(d).


 


“Fund”
shall mean any Person (other than a natural person) that is engaged or advises funds or other investment vehicles that are engaged
in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided,
however, 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 Closing Date in GAAP or in the application thereof on the operation
of such provision, 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.


 


“Governmental Authority”
shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any
entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
including a central bank or stock exchange, any supra-national bodies such as the European Union and any group or body charged
with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board,
the Bank for International Settlements or the Basel Committee on Banking Supervision) or any successor or similar authority to
any of the foregoing.


 


“Guarantee”
shall mean (a) the Guarantee made by Holdings (such Guarantee to be non- recourse and limited to the Capital Stock of the Borrower),
the Borrower and each Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties, substantially in the form
of Exhibit B, and (b) any other guarantee of the Obligations made by a Restricted Subsidiary in form and substance reasonably acceptable
to the Administrative Agent, in each case as the same may be amended, supplemented or otherwise modified from time to time.


 


“guarantee obligations”
shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other
Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such
Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the
primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness
against loss in respect thereof; provided, however, that the term “Guarantee Obligations” shall not include
endorsements of instruments for deposit or collection 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 Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person
is required to perform thereunder) as determined by such Person in good faith.


 




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“Guarantors”
shall mean (a) each Subsidiary that is party to the Guarantee on the Closing Date, (b) each Subsidiary that becomes a party to
the Guarantee after the Closing Date pursuant to Section 9.11 or otherwise and (c) Holdings.


 


“Hazardous Materials”
shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos and asbestos containing material, polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous
substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted
hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,”
or words of similar import, under any Environmental Law; and (c) any other chemical, material or substance, which is prohibited,
limited, or regulated by any Environmental Law.


 


“Hedge Agreements”
shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, 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, (b) any Commodities
Hedge Agreement and (c) any Commodities Equity Option Agreement.


 


“Hedge Bank”
shall mean (a) (i) any Person that, at the time it enters into a Hedge Agreement, is a Lender, an Agent or an Affiliate of a Lender
or an Agent and (ii) with respect to any Hedge Agreement entered into prior to the Closing Date, any person that is a Lender or
an Affiliate of a Lender on the Closing Date or (b) any Person listed on Schedule 1.1(d); provided that, in
the case of this clause (b), such Person executes and delivers to the Administrative Agent a letter agreement in form and
substance reasonably acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent
as its agent under the applicable Credit Documents and (ii) agrees to be bound by the provisions of Sections 12, 13, 14 and 26
of the Pledge Agreement and Sections 5.4, 5.5, 5.7, 6.5, 7 and 8.1 of the Security Agreement, in each case, as if it were a Lender.


 


“Hedging Obligations”
shall mean, with respect to any Person, the obligations of such Person under any Hedge Agreements.


 


“Historical Financial
Statements” shall mean (a) the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries
as at December 31, 2014 and December 31, 2013, and the related unaudited consolidated statements of income, cash flows and stockholders’
equity of the Company and its consolidated Subsidiaries for the years ended December 31, 2014 and December 31, 2013, (b) the
unaudited interim consolidated balance sheets of the Company and its Subsidiaries for each subsequent fiscal quarter ended at least
45 days before the Closing Date, and the related unaudited consolidated statements of income, cash flows and stockholders’
equity of the Company and its subsidiaries and for each subsequent fiscal quarter ended at least 45 days before the Closing Date,
(c) the audited consolidated balance sheet of Holdings and its consolidated subsidiaries and the related audited consolidated statements
of income, cash flows and stockholders’ equity of Holdings and its consolidated Subsidiaries for the three most recently
completed fiscal years ended March 29, 2014, March 30, 2013 and March 31, 2012 and (d) the unaudited interim consolidated balance
sheets of Holdings and its Subsidiaries for each fiscal quarter ending June 28, 2014, September 27, 2014 and December 27, 2014
and related unaudited consolidated statements of income, cash flows and stockholders’ equity of Holdings and its consolidated
Subsidiaries and for each fiscal quarter ending June 28, 2014, September 27, 2014 and December 27, 2014.


 




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“Holdings”
shall have the meaning provided in the preamble to this Agreement.


 


“Houston Facility”
shall mean that certain property located at 7441 East Orem Drive, Houston, Texas 77075.


 


“Identified Contingent
Liabilities” shall mean the maximum estimated amount of liabilities reasonably likely to result from pending litigation,
asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Restricted
Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive
of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature
and estimated magnitude by responsible officers of the Borrower.


 


“Increased Amount
Date” shall have the meaning provided in Section 2.14(a).


 


“Incremental Revolving
Credit Commitments” shall have the meaning provided in Section 2.14(a).


 


“Incremental Revolving
Credit Loan” shall have the meaning provided in Section 2.14(b).


 


“Incremental Revolving
Loan Lenders” shall have the meaning provided in Section 2.14(b).


 


“incur”
shall have the meaning provided in Section 10.1.


 


“Indebtedness”
shall mean, with respect to any Person, (1) any indebtedness (including principal and premium) of such Person, whether or not contingent
(a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’
acceptances (or, without double counting, reimbursement agreements in respect thereof), (c) representing the balance deferred and
unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes
a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any
earn-out obligation until such obligation, within 60 days of becoming due and payable, has not been paid and such obligation is
reflected as a liability on the balance sheet of such Person in accordance with GAAP, or (d) representing any Hedging Obligations,
if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear
as a net liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided
that Indebtedness of any direct or indirect parent company appearing upon the balance sheet of Holdings solely by reason of push
down accounting under GAAP shall be excluded, (2) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of another
Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement
of negotiable instruments for collection in the ordinary course of business, and (3) to the extent not otherwise included, the
obligations of the type referred to in clause (1) of another Person secured by a Lien on any asset owned by such Person,
whether or not such Indebtedness is assumed by such Person; provided that notwithstanding the foregoing, Indebtedness shall
be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business, (B) [reserved], (C) prepaid or
deferred revenue arising in the ordinary course of business or (D) purchase price holdbacks arising in the ordinary course of business
in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of
such asset.


 




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“indemnified liabilities”
shall have the meaning provided in Section 13.5.


 


“Indemnified Taxes”
shall mean all Taxes imposed on or with respect to, or measured by, any payment by or on account of any obligation of any Credit
Party hereunder or under any other Credit Document, other than Excluded Taxes.


 


“Initial Term Loan”
shall have the meaning provided in Section 2.1(a).


 


“Initial Term Loan
Commitment” shall mean, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite
such Lender’s name on Schedule 1.1(c) as such Lender’s “Initial Term Loan Commitment”. The aggregate
amount of the Initial Term Loan Commitments as of the Closing Date is $200,000,000.


 


“Initial Term Loan
Lender” shall mean a Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.


 


“Initial Term Loan
Maturity Date” shall mean April 24, 2020 or, if such date is not a Business Day, the first Business Day thereafter.


 


“Initial Term Loan
Repayment Amount” shall have the meaning provided in Section 2.5(b).


 


“Initial Term Loan
Repayment Date” shall have the meaning provided in Section 2.5(b).


 


“Insolvent”
shall mean, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning
of Section 4245 of ERISA.


 


“Intellectual Property”
shall mean U.S. and foreign intellectual property, including all (i) (a) patents; (b) copyrights; (c) trademarks, service marks,
trade names, service names, trade dress and other source indicators, and the goodwill of any business symbolized thereby; (d) trade
secrets, know-how, confidential, proprietary or non-public information; and (e) Internet domain names; and (ii) all registrations,
applications, renewals, extensions, continuations, continuations-in-part, divisionals, re-issues, re-examinations, or foreign counterparts
related thereto.


 


“Interest Period”
shall mean, with respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.


 


“Investment”
shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans
(including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers,
commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases
or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Holdings in the same manner as the
other investments included in this definition to the extent such transactions involve the transfer of cash or other property; provided
that Investments shall not include, in the case of the Borrower and its Restricted Subsidiaries, intercompany loans, advances,
or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary
course of business.


 




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For purposes of the definition
of “Unrestricted Subsidiary” and Section 10.5,


 


(1)         “Investments”
shall include the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the
net assets of a Subsidiary of Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) Holdings’ “Investment”
in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to Holdings’ equity interest in
such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and


 


(2)         any
property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.


 


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


 


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


 


“Investment Grade
Securities” shall mean:


 


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


 


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


 


(3)         investments
in any fund that invest at least 90% in investments of the type described in clauses (1) and (2) which fund may also
hold immaterial amounts of cash pending investment or distribution, and


 


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


 


“ISP”
shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).


 




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“Issuer Documents”
shall mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement and instrument
entered into by the Letter of Credit Issuer and Holdings (or any Restricted Subsidiary) or in favor of the Letter of Credit Issuer
and relating to such Letter of Credit.


 


“Joinder Agreement”
shall mean an agreement substantially in the form of Exhibit A.


 


“Joint Lead Arrangers
and Bookrunners” shall mean Wells Fargo Securities, LLC and J.P. Morgan Securities LLC.


 


“Judgment Currency”
shall have the meaning provided in Section 13.19.


 


“Junior Debt”
shall mean any Subordinated Indebtedness.


 


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


 


“L/C Borrowing”
shall mean 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 Borrowing. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Facility Maturity
Date” shall mean the date that is three Business Days prior to the Revolving Credit Maturity Date; provided that
the L/C Facility Maturity Date may be extended beyond such date with the consent of the Letter of Credit Issuer.


 


“L/C Obligations”
shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit
plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time
shall be deemed to be the stated amount of such Letter of Credit in effect at such time.


 


“L/C Participant”
shall have the meaning provided in Section 3.3(a).


 


“L/C Participation”
shall have the meaning provided in Section 3.3(a).


 


“LCA Election”
shall have the meaning provided in Section 1.7.


 


“LCA Test Date”
shall have the meaning provided in Section 1.7.


 


“Lender”
shall have the meaning provided in the preamble to this Agreement.


 




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“Lender Default”
shall mean (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make
available its portion of any incurrence of Loans or Reimbursement Obligations, which refusal or failure is not cured within one
business day after the date of such refusal or failure, (ii) the failure of any Lender to pay over to the Administrative Agent,
any Swingline Lender, any Letter of Credit Issuer or any other Lender any other amount required to be paid by it hereunder within
one business day of the date when due, unless the subject of a good faith dispute, (iii) a Lender has notified the Borrower or
the Administrative Agent that it does not intend to comply with its funding obligations under the this Agreement or has stated
publicly that it will generally not comply with its funding obligations under loan agreements, credit agreements and other similar
agreements, (iv) a Lender has failed, within three Business Days after request by the Administrative Agent, to confirm that it
will comply with its funding obligations under this Agreement or (v) a Lender has admitted in writing that it is insolvent or such
Lender becomes subject to a Lender-Related Distress Event.


 


“Lender-Related
Distress Event” shall mean, with respect to any Lender (each, a “Distressed Person”), a voluntary
or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or
similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such
Distressed Person, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated
as, or determined by any governmental authority having regulatory authority over such Distressed Person to be, insolvent or bankrupt;
provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or
acquisition of any equity interests in any Lender or any person that directly or indirectly controls such Lender by a governmental
authority or an instrumentality thereof.


 


“Letter of Credit”
shall mean each letter of credit issued pursuant to Section 3.1 and each Existing Letter of Credit.


 


“Letter of Credit
Commitment” shall mean $25,000,000, as the same may be reduced from time to time pursuant to Section 3.1.


 


“Letter of Credit
Exposure” shall mean, with respect to any Lender, at any time, the sum of (a) the Dollar Equivalent amount of the principal
amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of
Credit Issuer pursuant to Section 3.4(a) at such time and (b) such Lender’s Revolving Credit Commitment Percentage
of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which
the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).


 


“Letter of Credit
Fee” shall have the meaning provided in Section 4.1(b).


 


“Letter of Credit
Issuer” shall mean JPMorgan Chase Bank, N.A., solely with respect to the Existing Letters of Credit listed on Schedule
1.1(a) through, and including, their respective final expiry dates and for so long as such Existing Letters of Credit are issued
and outstanding, and Wells Fargo Bank, National Association, any of their respective Affiliates or any replacement, additional
bank or successor pursuant to Section 3.6. A Letter of Credit Issuer may, in its discretion, arrange for one or more Letters
of Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than
one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall
be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers,
as the context requires.


 


“Letter of Credit
Request” shall have the meaning provided in Section 3.2(a).


 




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“Letters of Credit
Outstanding” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding
Letters of Credit and (b) the aggregate Dollar Equivalent amount of the principal amount of all Unpaid Drawings.


 


“Level I Status”
shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal
to 3.50 to 1.00 as of such date.


 


“Level II Status”
shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 3.50 to 1.00
and greater than or equal to 2.75 to 1.00 as of such date.


 


“Level III Status”
shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 2.75 to 1.00
and greater than or equal to 2.00 to 1.00 as of such date.


 


“Level IV Status”
shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 2.00 to 1.00
and greater than or equal to 1.25 to 1.00 as of such date.


 


“Level V Status”
shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 1.25 to 1.00
as of such date.


 


“LIBOR Loan”
shall mean any Loan bearing interest at a rate determined by reference to the LIBOR Rate.


 


“LIBOR Rate”
shall mean, (x) for any Interest Period with respect to a LIBOR Loan of any currency (other than Canadian Dollars), the London
interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for such currency for a period equal in length to such Interest Period as displayed 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 at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period; provided that if any such rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement. If such rate is not available at such time for
any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in such currency for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the LIBOR Loan being made, continued or converted by the Administrative Agent and with a term equivalent
to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the applicable London
interbank eurocurrency market at their request at approximately 11:00 a.m. (London time) two London Business Days prior to the
commencement of such Interest Period; and (y) for any Interest Period with respect to any LIBOR Loan denominated in Canadian Dollars,
CDOR determined in accordance with the definition thereof.


 


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


 




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“Limited Condition
Acquisition” shall have the meaning provided in Section 1.7.


 


“Loan”
shall mean any Revolving Credit Loan, Extended Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving Loan, Extended Term
Loan or New Term Loan made by any Lender hereunder.


 


“London Business
Day” shall mean any day on which dealings in deposits in the applicable currency are conducted by and between banks in
the applicable London interbank market.


 


“Mandatory Borrowing”
shall have the meaning provided in Section 2.1(d).


 


“Material Acquisition”
shall mean an acquisition (consummated in one transaction or series of transactions) by the Borrower or a Restricted Subsidiary
of assets of, or constituting a person that is not an affiliate of the Borrower (whether by purchase of such assets, purchase of
person(s) owning such assets or some combination thereof) with a minimum gross purchase price of $100,000,000.


 


“Material Adverse
Effect” shall mean (a) on the Closing Date, a Company Material Adverse Effect or (b) after the Closing Date, a circumstance
or condition affecting the business, assets, operations, properties or financial condition of the Borrower and each of its Subsidiaries,
taken as a whole, that would, individually or in the aggregate, materially adversely affect (i) the ability of the Borrower and
the other Credit Parties, taken as a whole, to perform their payment obligations under this Agreement or any of the other Credit
Documents or (ii) the rights and remedies of the Administrative Agent and the Lenders under this Agreement or any of the other
Credit Documents.


 


“Material Subsidiary”
shall mean, at any date of determination, (i) each wholly owned Restricted Subsidiary of Holdings (a) whose total assets at the
last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have
been delivered were equal to or greater than 2.5% of the Consolidated Total Assets of Holdings and the Restricted Subsidiaries
at such date or (b) whose revenues during such Test Period were equal to or greater than 2.5% of the consolidated revenues of Holdings
and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any
time and from time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries have, in the aggregate,
(x) total assets at the last day of such Test Period equal to or greater than 7.5% of the Consolidated Total Assets of Holdings
and the Restricted Subsidiaries at such date or (y) revenues during such Test Period equal to or greater than 7.5% of the consolidated
revenues of Holdings and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP, then Holdings
shall, on the date on which financial statements for such quarter are delivered pursuant to this Agreement, designate in writing
to the Administrative Agent one or more of such Restricted Subsidiaries as “Material Subsidiaries” for each fiscal
period until this proviso is no longer applicable.


 


“Maturity Date”
shall mean the Initial Term Loan Maturity Date, the New Term Loan Maturity Date or the Revolving Credit Maturity Date, as applicable.


 




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“Maximum Incremental
Facilities Amount” shall mean, at any date of determination, (a) the sum of (i) $200,000,000 and (ii) the aggregate amount
of voluntary prepayments of Loans (including purchases of the Loans by the Borrower and its Subsidiaries at or below par, in which
case the amount of voluntary prepayments of Loans shall be deemed not to exceed the actual purchase price of such Loans below par)
(and in the case of any Loans that are not Term Loans, a corresponding commitment reduction), in each case, other than from proceeds
of Refinancing Indebtedness minus (b) the aggregate principal amount of New Loan Commitments incurred pursuant to Section 2.14(a)
prior to such date plus (c) an additional amount if, after giving effect to the incurrence of such additional amount, Holdings
would be in compliance with the Senior Secured Leverage Test (assuming the Indebtedness being incurred as of such date of determination
would be included in the definition of Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, whether or not such Indebtedness
would otherwise be so included and assuming any New Revolving Credit Commitments incurred at such time are fully drawn).


 


“Maximum Rate”
shall have the meaning provided in Section 5.6(a).


 


“Minimum
Borrowing Amount” shall mean (a) with respect to a Borrowing of LIBOR Loans, $1,000,000 (or, if less, the entire remaining
applicable Commitments at the time of such Borrowing) and (b) with respect to a Borrowing of ABR Loans, $1,000,000 (or, if less,
the entire remaining applicable Commitments at the time of such Borrowing). Notwithstanding
the foregoing, in the case of a Borrowing denominated in an Alternative Currency, the Minimum Borrowing Amount shall be the Dollar
Equivalent of the amounts described in the preceding sentence.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.


 


“Mortgage”
shall mean a mortgage, deed of trust, deed to secure debt, trust deed or other security document entered into by the owner of a
Mortgaged Property and the Collateral Agent for the benefit of the Secured Parties in respect of that Mortgaged Property to secure
the Obligations, in form and substance reasonably acceptable to the Collateral Agent, together with such terms and provisions as
may be required by local laws.


 


“Mortgaged Property”
shall mean, initially, each parcel of real estate and the improvements thereto owned in fee by a Credit Party and identified on
Schedule 1.1(b), and each other parcel of real property and improvements thereto with respect to which a Mortgage is granted
pursuant to Sections 9.11 or 9.14.


 


“Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Credit Party or ERISA Affiliate makes or
is obligated to make contributions or had an obligation over the five preceding calendar years.


 


“Net Cash Proceeds”
shall mean, with respect to any Prepayment Event and any incurrence of Permitted Other Indebtedness, (a) the gross cash proceeds
(including payments from time to time in respect of installment obligations, if applicable, but only as and when received) received
by or on behalf of Holdings or any of the Restricted Subsidiaries in respect of such Prepayment Event or incurrence of Permitted
Other Indebtedness, as the case may be, less (b) the sum of:


 


(i)          the
amount, if any, of all taxes (including in connection with any repatriation of funds) paid or estimated to be payable by Holdings
or any of the Restricted Subsidiaries in connection with such Prepayment Event or incurrence of Permitted Other Indebtedness,


 


(ii)         the
amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant
to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by Holdings
or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than
in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event
occurring on the date of such reduction,


 




    	36



    	 



    

 


(iii)        the
amount of any Indebtedness (other than Permitted Other Indebtedness) secured by a Lien on the assets that are the subject of such
Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be
repaid upon consummation of such Prepayment Event,


 


(iv)        in
the case of any Asset Sale Prepayment Event or Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Prepayment
Event that Holdings or any Restricted Subsidiary has reinvested (or intends to reinvest within the Reinvestment Period or has entered
into a binding commitment prior to the last day of the Reinvestment Period to reinvest) in the business of Holdings or any of the
Restricted Subsidiaries, provided that any portion of such proceeds that has not been so reinvested within such Reinvestment
Period (with respect to such Prepayment Event, the “Deferred Net Cash Proceeds”) shall, unless Holdings or a
Restricted Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such
proceeds no later than 180 days following the last day of such Reinvestment Period, (x) be deemed to be Net Cash Proceeds of an
Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback occurring on the last day of such Reinvestment Period or,
if later, 180 days after the date Holdings or such Restricted Subsidiary has entered into such binding commitment, as applicable
(such last day or 180th day, as applicable, the “Deferred Net Cash Proceeds Payment Date”), and (y) be applied
to the repayment of Term Loans in accordance with Section 5.2(a)(i),


 


(v)         in
the case of any Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback by a non-wholly-owned Restricted Subsidiary,
the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (v)) attributable to minority
interests and not available for distribution to or for the account of Holdings or a wholly-owned Restricted Subsidiary as a result
thereof, and


 


(vi)        all
fees and out of pocket expenses paid by Holdings or a Restricted Subsidiary in connection with any of the foregoing (for the avoidance
of doubt, including, (i) in the case of the issuance of Permitted Other Indebtedness, any fees, underwriting discounts, premiums
and other costs and expenses incurred in connection with such issuance and (ii) attorney’s fees, investment banking fees,
survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes,
underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees),
in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.


 


“Net Income”
shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.


 


“New Loan Commitments”
shall have the meaning provided in Section 2.14(a).


 


“New Loans”
shall have the meaning provided in Section 2.14(c).


 




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“New Revolving Credit
Commitments” shall have the meaning provided in Section 2.14(a).


 


“New Revolving Credit
Loan” shall have the meaning provided in Section 2.14(b).


 


“New Revolving Loan”
shall have the meaning provided in Section 2.14(b).


 


“New Revolving Loan
Lender” shall have the meaning provided in Section 2.14(b).


 


“New Term Loan”
shall have the meaning provided in Section 2.14(c).


 


“New Term Loan Commitments”
shall have the meaning provided in Section 2.14(a).


 


“New Term Loan Lender”
shall have the meaning provided in Section 2.14(c).


 


“New Term Loan Maturity
Date” shall mean the date on which a New Term Loan matures.


 


“New Term Loan Repayment
Amount” shall have the meaning provided in Section 2.5(c).


 


“New Term Loan Repayment
Date” shall have the meaning provided in Section 2.5(c).


 


“Non-Bank Tax Certificate”
shall have the meaning provided in Section 5.2(e)(ii)(B)(3).


 


“Non-Consenting
Lender” shall have the meaning provided in Section 13.7(b).


 


“Non-Credit Party
Investment Amount” shall mean, at any time, the sum of the greater of $25,000,000 and 15.0% of Consolidated EBITDA for
the most recently ended Test Period calculated on a Pro Forma Basis.


 


“Non-Defaulting
Lender” shall mean and include each Lender other than a Defaulting Lender.


 


“Non-Extension Notice
Date” shall have the meaning provided in Section 3.2(d).


 


“Non-U.S. Lender”
shall mean any Agent or Lender that is not a “United States person” as defined by Section 7701(a)(30) of the Code.


 


“Non-U.S. Subsidiary”
shall mean each Subsidiary of Holdings that is not organized under the laws of the United States, any state thereof, or the District
of Columbia.


 


“Notice of Borrowing”
shall have the meaning provided in Section 2.3(a).


 


“Notice of Conversion
or Continuation” shall have the meaning provided in Section 2.6(a).


 




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“Obligations”
shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit
Document or otherwise with respect to any Revolving Credit Commitment, Loan or Letter of Credit or under any Secured Cash Management
Agreement, Secured Hedge Agreement (other than with respect to any Credit Party’s obligations that constitute Excluded Swap
Obligations solely with respect to such Credit Party), 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 Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law
naming such Person as the debtor in 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 Credit Parties under the Credit Documents (and any of
their Subsidiaries to the extent they have obligations under the Credit Documents) include the obligation (including guarantee
obligations) to pay principal, interest, charges, expenses, fees, attorney costs, indemnities and other amounts payable by any
Credit Party under any Credit Document.


 


“Original Revolving
Credit Commitments” shall mean all Revolving Credit Commitments, Existing Revolving Credit Commitments and Extended Revolving
Credit Commitments, other than any New Revolving Credit Commitments (and any Extended Revolving Credit Commitments related thereto).


 


“Other Revolving
Commitments” shall mean, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional
Refinancing Lender to make one or more Classes of Other Revolving Loans under any Refinancing Amendment, expressed as an amount
representing the maximum principal amount of the Other Revolving Loans to be made by such Lender under such Refinancing Amendment.


 


“Other Revolving
Loans” shall mean the Revolving Loans made pursuant to any Other Revolving Commitment.


 


“Other Term Commitments”
shall mean, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional Refinancing Lender to
make one or more Classes of Other Term Loans under any Refinancing Amendment, expressed as an amount representing the maximum principal
amount of the Other Term Loans to be made by such Lender under such Refinancing Amendment.


 


“Other Term Loans”
shall mean one or more Classes of Term Loans made pursuant to or that result from a Refinancing Amendment.


 


“Other Taxes”
shall mean all present or future stamp, registration or documentary Taxes or any other excise, property, intangible, mortgage recording
or similar Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Credit Document; provided that such term shall
not include any Taxes that result from an assignment, grant of a participation pursuant to Section 13.6(c) or transfer or
assignment to or designation of a new lending office or other office for receiving payments under any Credit Document (“Assignment
Taxes”) to the extent such Assignment Taxes are imposed as a result of a connection between the assignor/participating
Lender and/or the assignee/Participant and the taxing jurisdiction (other than a connection arising solely from any Credit Documents
or any transactions contemplated thereunder), except to the extent that any such action described in this proviso is requested
or required by the Borrower or Holdings.


 


“Overnight Rate”
shall mean, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective
Rate and (ii) an overnight rate determined by the Administrative Agent, the Letter of Credit Issuer or the Swingline Lender, as
the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated
in any Alternative Currency, the rate of interest per annum at which overnight deposits in such Alternative Currency, as applicable,
in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day
by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such Alternative Currency
to major banks in such interbank market.


 




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“Participant”
shall have the meaning provided in Section 13.6(c)(i).


 


“Participant Register”
shall have the meaning provided in Section 13.6(c)(ii).


 


“Participating Member
State” shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in
accordance with the legislation of the European Union relating to economic and monetary union.


 


“Patriot Act”
shall have the meaning provided in Section 13.18.


 


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


 


“Pension Plan”
shall mean any employee pension benefit plan (as defined in Section 3(2) of ERISA, but excluding any Multiemployer Plan) in respect
of which any Credit Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Perfection Certificate”
shall mean the Perfection Certificate, substantially in the form of Exhibit M, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Permitted Acquisition”
shall have the meaning provided in clause (c) of the definition of “Permitted Investments.”


 


“Permitted Asset
Swap” shall mean the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related
Business Assets and cash or Cash Equivalents between Holdings or a Restricted Subsidiary and another Person; provided that
the aggregate fair market value of Permitted Asset Swaps hereunder shall not exceed $25,000,000; provided, further,
that any cash or Cash Equivalents received must be applied in accordance with Section 10.4.


 


“Permitted Investments”
shall mean:


 


(a)          any
Investment in Holdings or any Restricted Subsidiary; provided that, in the case of any Investment by a Credit Party in a
Restricted Subsidiary that is not a Credit Party, all such investments in Restricted Subsidiaries that are not Credit Parties shall
not exceed the Non-Credit Party Investment Amount at such time;


 


(b)          any
Investment in cash, Cash Equivalents or Investment Grade Securities at the time such Investment is made;


 




    	40



    	 



    

 


(c)          any
Investment by Holdings or any Restricted Subsidiary in a Person or assets of a Person that is engaged in a Similar Business (a
“Permitted Acquisition”) provided that (a) in the case of any purchase or other acquisition of Equity
Interests in a Person, (i) such Person, upon the consummation of such purchase or acquisition, will be a Subsidiary (including
as a result of a merger, amalgamation or consolidation between any Subsidiary and such Person), or (ii) such Person is merged or
amalgamated into or consolidated with a Subsidiary and such Subsidiary is the surviving entity of such merger, amalgamation or
consolidation, (b) with respect to each such purchase or other acquisition, all actions required to be taken with respect to such
newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the requirements set forth
in Sections 9.11, 9.12 and 9.14 to the extent applicable shall have been taken (or arrangements for the taking
of such actions after the consummation of the Permitted Acquisition shall have been made that are reasonably satisfactory to the
Administrative Agent) (unless such newly created or acquired Subsidiary is designated as an Unrestricted Subsidiary or is otherwise
an Excluded Subsidiary), (c) except with respect to any Limited Condition Acquisition, after giving pro forma effect to any such
purchase or other acquisition, no Event of Default shall have occurred and be continuing (at the time of execution of a binding
agreement in respect thereof) and (d) compliance with the Financial Covenants for the Test Period then last ended on a Pro Forma
Basis; provided that the aggregate amount of consideration paid or provided by the Borrower or any other Credit Party
after the Closing Date in reliance on this clause (c) (together with any Investments made in Subsidiaries that are not Credit Parties
pursuant to clause (a) of this definition) for Permitted Acquisitions (including the aggregate principal amount of all Indebtedness
assumed in connection with Permitted Acquisitions) for any Restricted Subsidiary that shall not be or, after giving effect to such
Permitted Acquisition, shall not become a Credit Party, shall not exceed the Non-Credit Party Investment Amount at such time;


 


(d)          any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received
in connection with an Asset Sale made pursuant to Section 10.4 or any other disposition of assets not constituting an Asset
Sale;


 


(e)          any
Investment existing on the Closing Date and listed on Schedule 10.5;


 


(f)           any
Investment acquired by Holdings or any Restricted Subsidiary (1) in exchange for any other Investment or accounts receivable held
by Holdings or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization
of Holdings of such other Investment or accounts receivable or (2) as a result of a foreclosure by Holdings or any Restricted Subsidiary
with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;


 


(g)          Hedging
Obligations permitted under clause (j) of Section 10.1;


 


(h)          [reserved];


 


(i)           Investments
the payment for which consists of Equity Interests of Holdings or any direct or indirect parent company of Holdings (exclusive
of Disqualified Stock);


 


(j)           guarantees
of Indebtedness permitted under Section 10.1;


 


(k)          any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section
9.9;


 


(l)           Investments
consisting of purchases and acquisitions of inventory, supplies, material, equipment or other similar assets in the ordinary course
of business;


 




    	41



    	 



    

 


(m)          additional
Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (m)
that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of
such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $30,000,000 and (y) 20.0% of Consolidated
EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment (with the Fair
Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided,
however, that if any Investment pursuant to this clause (m) is made in any Person that is not a Restricted Subsidiary
of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such
investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant
to this clause (m) for so long as such Person continues to be a Restricted Subsidiary;


 


(n)          additional
Investments; provided that after giving effect to such Investment (A) on a Pro Forma Basis, (i) the Consolidated Total Debt to
Consolidated EBITDA Ratio is less than or equal to 3.25 to 1.00 and (ii) the Borrower is in compliance on a Pro Forma Basis with
the requirements of the financial covenants set forth in Section 10.7 for the Test Period then last ended and (B) no Event
of Default exists or would result therefrom;


 


(o)          the
Transactions;


 


(p)          [Reserved];


 


(q)          advances
to, or guarantees of Indebtedness of, employees not in excess of the greater of (x) $5,000,000 and (y) 4.0% of Consolidated EBITDA
for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment;


 


(r)          loans
and advances to officers, directors, managers and employees for business- related travel expenses, moving expenses and other similar
expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s
purchase of Equity Interests of Holdings or any direct or indirect parent company thereof;


 


(s)          Investments
consisting of extensions of trade credit in the ordinary course of business;


 


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


 


(u)          non-cash
Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such
activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired.


 


“Permitted Liens”
shall mean, with respect to any Person:


 


(1)         pledges
or deposits (or letters of credit) by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or in connection with warranty obligations and to secure health, safety and environmental obligations, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person
is a party, or deposits to secure public, statutory or regulatory obligations of such Person or deposits of cash or U.S. government
bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes
or import duties or for the payment of rent, in each case incurred in the ordinary course of business;


 




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(2)         Liens
imposed by law, including carriers’, warehousemen’s, materialmen’s, repairmen’s, landlords’, construction
contractors’ and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 45 days or remain
payable without penalty, being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if
adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;


 


(3)         Liens
for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested
in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of such Person in accordance with GAAP, or for property taxes on property Holdings or one of its Subsidiaries has determined
to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;


 


(4)         Liens
in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other
regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each
case pursuant to the request of and for the account of such Person in the ordinary course of its business;


 


(5)         minor
survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way,
servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other
similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities
in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such
Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate
materially adversely affect the value of said properties or materially impair their use in the operation of the business of such
Person;


 


(6)         Liens
securing Indebtedness permitted to be incurred pursuant to clause (a), (d), (l), (r), or (v)
of Section 10.1; provided that, (i) in the case of clause (d), such Lien may not extend to any property or
equipment (or assets affixed or appurtenant thereto) other than the property or equipment being financed or refinanced under such
clause (d); (ii) in the case of clause (r), such Lien may not extend to any assets other than the assets owned by
the Foreign Subsidiaries incurring such Indebtedness; (iii) in the case of Liens securing Permitted Other Indebtedness Obligations
that constitute First Lien Obligations pursuant to this clause (6), the applicable Permitted Other Indebtedness Secured
Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not
materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and
(x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral
Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have
entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness
constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall
have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof; and (iv) in the case of Liens
securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to this clause (6),
the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter
into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than
the terms and conditions of the Security Documents;


 




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(7)         Liens
existing on Closing Date; provided that any Lien securing Indebtedness or other obligations in excess of (A) $250,000 individually
or (B) $5,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this
clause (B) that are not listed on Schedule 10.2) shall only be permitted if set forth on Schedule 10.2, and,
in each case, any modifications, replacements, renewals or extensions thereof;


 


(8)         Liens
on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided such Liens are not created
or incurred in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided further,
however, that such Liens may not extend to any other property owned by Holdings or any Restricted Subsidiary;


 


(9)         Liens
on property at the time Holdings or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger
or consolidation with or into Holdings or any Restricted Subsidiary; provided that such Liens are not created or incurred
in connection with, or in contemplation of, such acquisition, merger or consolidation; provided further that the
Liens may not extend to any other property owned by Holdings or any Restricted Subsidiary;


 


(10)        Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary permitted
to be incurred in accordance with Section 10.1.


 


(11)        Liens
securing Hedging Obligations and Cash Management Services so long as the related Indebtedness is, and is permitted hereunder to
be, secured by a Lien on the same property securing such Hedging Obligations and Cash Management Services;


 


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


 


(13)        leases,
subleases, licenses or sublicenses (including of Intellectual Property) granted to others in the ordinary course of business which
do not materially interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiary and do not secure
any Indebtedness;


 


(14)        Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by Holdings
or any Restricted Subsidiary in the ordinary course of business;


 


(15)        Liens
in favor of Holdings, the Borrower or any Guarantor;


 


(16)        Liens
on equipment of Holdings or any Restricted Subsidiary granted in the ordinary course of business to Holdings’ or such Restricted
Subsidiary’s client at which such equipment is located;


 


(17)        [Reserved];


 


(18)        Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7),
(8), (9), (10) and (15) of this definition of “Permitted Liens’; provided that (x)
such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property),
and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding
principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8),
(9), (10) and (15) at the time the original Lien became a Permitted Lien under this Agreement, and (B) an
amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or
replacement;


 




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(19)        deposits
made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the
ordinary course of business;


 


(20)        other
Liens securing obligations which obligations do not exceed the greater of (x) $15,000,000 and (y) 10.0% of Consolidated EBITDA
for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the incurrence of such Lien;


 


(21)        Liens
securing judgments for the payment of money not constituting an Event of Default under Section 11.11;


 


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


 


(23)        Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on
items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including
the right of set-off) and which are within the general parameters customary in the banking industry;


 


(24)        Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.1; provided that
such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 


(25)        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;


 


(26)        Liens
that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection
with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings and its Restricted
Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings or any of its Restricted
Subsidiaries in the ordinary course of business;


 


(27)        Liens
solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with any letter
of intent or purchase agreement permitted under this Agreement;


 


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


 




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


 


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


 


(31)        zoning
by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract
zoning agreements;


 


(32)        Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings
or any Restricted Subsidiary in the ordinary course of business; and


 


(33)        any
Lien granted pursuant to a security agreement between Holdings or any Restricted Subsidiary and a licensee of their Intellectual
Property to secure the damages, if any, of such licensee resulting from the rejection by Holdings or such Restricted Subsidiary
of such licensee in a bankruptcy, reorganization or similar proceeding with respect to Holdings or such Restricted Subsidiary;
provided that such Liens, in the aggregate, do not encumber any assets of Holdings or any Restricted Subsidiary other than
the assets subject to such Liens on the Closing Date;


 


(34)        Liens
on goods purchased in the ordinary course of business the purchase price of which is financed by a documentary letter of credit
issued for the account of the Company or any of its subsidiaries;


 


(35)        Liens
on the assets and property of Restricted Subsidiaries that are not Credit Parties; and


 


(36)        Liens
on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Indebtedness; provided (x) such cash
and/or Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person or
Persons holding the Indebtedness that is to be satisfied or discharged, (y) such Liens extend solely to the account in which such
cash and/or Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent
or trustee for such Person or Persons) that is to be satisfied or discharged and (z) the satisfaction or discharge of such Indebtedness
is expressly permitted hereunder.


 


For purposes of this definition,
the term “Indebtedness” shall be deemed to include interest on such Indebtedness.


 




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“Permitted Other
Indebtedness” shall mean subordinated or senior Indebtedness (which Indebtedness may be unsecured; provided that (x)
any Permitted Other Indebtedness incurred pursuant to Section 10.1(v) shall be incurred by a Credit Party, have the same lien
priority as the First Lien Obligations (without regard to control of remedies) and be otherwise on terms and conditions provided
in Section 10.1(v) and (y) any Permitted Other Indebtedness incurred pursuant to Section 10.1(w) shall (A) if incurred by
a Credit Party, be unsecured and (B) if incurred by a Restricted Subsidiary that is not a Credit Party, shall be permitted to be
secured by a Lien on the assets and property of such Restricted Subsidiary that is not a Credit Party) (a) the terms of which do
not provide for any scheduled repayment, mandatory repayment or redemption or sinking fund obligations prior to, at the time of
incurrence, the Latest Maturity Date (other than, in each case, customary offers or obligations to repurchase upon a change of
control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (b) the covenants,
events of default, guarantees, collateral and other terms of which (excluding pricing, interest rate margins, rate floors, discounts,
fees, premiums and prepayment or redemption provisions (which shall not permit more than pro rata payment with the Term Loans)),
taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those herein (taken as a whole)
(except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing)
(it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness,
no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is either
(i) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness
or (ii) only applicable after the Latest Maturity Date at the time of such refinancing); provided that a certificate of
an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days (or such shorter period
as the Administrative Agent may reasonably agree) 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 foregoing requirement shall be conclusive
evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower
within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description
of the basis upon which it disagrees), (c) of which no Subsidiary of Holdings (other than the Borrower or a Guarantor) is an obligor
and (d) that, if secured, are not secured by any assets other than the Collateral.


 


“Permitted Other
Indebtedness Documents” shall mean any document or instrument (including any guarantee, security agreement or mortgage
and which may include any or all of the Credit Documents) issued or executed and delivered with respect to any Permitted Other
Indebtedness by any Credit Party.


 


“Permitted Other
Indebtedness Obligations” shall mean, if any Permitted Other Indebtedness is issued or incurred, all advances to, and
debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Permitted Other Indebtedness Document,
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 Credit Party or any Affiliate
thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the
Permitted Other Indebtedness Obligations of the applicable Credit Parties under the Permitted Other Indebtedness Documents (and
any of their Restricted Subsidiaries to the extent they have obligations under the Permitted Other Indebtedness Documents) include
the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees, attorney costs, indemnities
and other amounts payable by any such Credit Party under any Permitted Other Indebtedness Document.


 


“Permitted Other
Indebtedness Secured Parties” shall mean the holders from time to time of secured Permitted Other Indebtedness Obligations
(and any representative on their behalf).


 


“Permitted Sale
Leaseback” shall mean any Sale Leaseback consummated by Holdings or any of the Restricted Subsidiaries after the Closing
Date, provided that any such Sale Leaseback not between Holdings and a Restricted Subsidiary is consummated for fair value
as determined at the time of consummation in good faith by (i) Holdings or such Restricted Subsidiary or (ii) in the case of any
Sale Leaseback (or series of related Sale Leasebacks) the aggregate proceeds of which exceed the greater of (x) $25,000,000 and
(y) 15.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the incurrence
of such Sale Leaseback, the board of directors of Holdings or such Restricted Subsidiary (which such determination may take into
account any retained interest or other Investment of Holdings or such Restricted Subsidiary in connection with, and any other material
economic terms of, such Sale Leaseback).


 




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“Person”
shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other
enterprise or any Governmental Authority.


 


“Plan”
shall mean any employee benefit plan (as defined in Section 3(3) of ERISA), including any employee welfare benefit plan (as defined
in Section 3(1) of ERISA), any employee pension benefit plan (as defined in Section 3(2) of ERISA), and any plan which is both
an employee welfare benefit plan and an employee pension benefit plan, and in respect of which any Credit Party or any ERISA Affiliate
is (or, if such Plan were terminated, would under Section 4062 or Section 4069 of ERISA be reasonably likely to be deemed to be)
an “employer” as defined in Section 3(5) of ERISA, but other than any Multiemployer Plan or Foreign Plan or Foreign
Benefit Arrangement.


 


“Platform”
shall have the meaning provided in Section 13.17(a).


 


“Pledge Agreement”
shall mean the Pledge Agreement, entered into by the Credit Parties party thereto and the Collateral Agent for the benefit of the
Secured Parties, substantially in the form of Exhibit C, as the same may be amended, supplemented or otherwise modified from time
to time.


 


“Post-Acquisition
Period” shall mean, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition
is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which
such Permitted Acquisition is consummated.


 


“Pounds Sterling”
shall mean British Pounds Sterling or any successor currency in the United Kingdom.


 


“Prepayment Event”
shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event or Casualty Event or any Permitted Sale Leaseback.


 


“Present Fair Salable
Value” shall mean the amount that could be obtained by an independent willing seller from an independent willing buyer
if the assets (both tangible and intangible) of the Borrower and its Restricted Subsidiaries taken as a whole are sold on a going
concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable
business enterprises insofar as such conditions can be reasonably evaluated.


 


“primary obligor”
shall have the meaning provided such term in the definition of “guarantee obligations”.


 


“Prime Rate”
shall mean the “prime rate” referred to in the definition of “ABR”.


 




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“Pro Forma Adjustment”
shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with
respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated
EBITDA of Holdings, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
projected by Holdings in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing
reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition
Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or Converted Restricted
Subsidiary with the operations of Holdings and the Restricted Subsidiaries; provided that (x) at the election of Holdings,
such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary
to the extent the aggregate consideration paid in connection with such acquisition was less than $5,000,000 and (y) so long as
such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable,
it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test
Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period;
provided, further, that the aggregate amount of adjustments pursuant to this definition of “Pro Forma Adjustment”
(when combined with adjustments and addbacks pursuant to clause (i) of the definition of “Consolidated EBITDA”) shall
not exceed 15% of Consolidated EBITDA (calculated before giving effect to any such addbacks or adjustments); provided further
that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be
without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA,
as the case may be, for such Test Period.


 


“Pro Forma Adjustment
Certificate” shall mean any certificate of an Authorized Officer of Holdings delivered pursuant to Section 9.1(h)
or Section 9.1(d).


 


“Pro Forma Basis”,
“Pro Forma Compliance” and “Pro Forma Effect” shall mean, with respect to compliance with
any test, financial ratio or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made
and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of
the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or
negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or
other disposition of all or substantially all Capital Stock in any Subsidiary of Holdings or any division, product line, or facility
used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition
or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness
and (c) any incurrence or assumption of Indebtedness by Holdings or any of the Restricted Subsidiaries in connection therewith
(it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest
for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect
to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro
Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such test or covenant
solely to the extent that such adjustments, as set forth in the applicable Pro Forma Adjustment Certificate, are consistent with
the definition of Consolidated EBITDA and give effect to operating expense reductions that are (i) (x) directly attributable to
such transaction, (y) expected to have a continuing impact on Holdings, the Company or any of its Restricted Subsidiaries and (z)
reasonably identifiable and factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.


 


“Pro Forma Balance
Sheet” shall have the meaning provided in Section 8.9(a).


 


“Pro Forma Entity”
shall have the meaning provided in the definition of the term “Acquired EBITDA”.


 


“Prohibited Transaction”
shall have the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.


 


“Projections”
shall have the meaning provided in Section 9.1(c).


 




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“Public Company
Costs” shall mean costs relating to compliance with the provisions of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, as applicable to companies with equity or debt securities held by the public, the
rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation,
fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders,
directors’ and officers’ insurance and other executive costs, legal and other professional fees, and listing fees.


 


“Qualified Proceeds”
shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.


 


“Real Estate”
shall have the meaning provided in Section 9.1(f).


 


“Refinance”
shall mean, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure,
refund, replace or repay such indebtedness, or to issue other indebtedness or enter alternative financing arrangements, in exchange
or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers
and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness
has been terminated and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced”
and “Refinancing” have correlative meanings.


 


“Refinanced Term
Loans” shall have the meaning provided in Section 13.1.


 


“Refinancing Amendment”
shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Additional
Refinancing Lender, and (d) each Lender that agrees to provide any portion of Other Term Loans incurred pursuant thereto and/or
and/or Other Revolving Commitments established pursuant thereto, in each case in accordance with Section 2.15.


 


“Refinancing Indebtedness”
shall have the meaning provided in Section 10.1(m).


 


“Refinancing Notes”
shall have the meaning provided in Section 10.1(m).


 


“Refunding Capital
Stock” shall have the meaning provided in Section 10.5(c)(2).


 


“Register”
shall have the meaning provided in Section 13.6(b)(iv).


 


“Regulation T”
shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.


 


“Regulation U”
shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.


 


“Regulation X”
shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.


 


“Reimbursement Date”
shall have the meaning provided in Section 3.4(a).


 


“Reimbursement Obligations”
shall mean Borrower’s obligations to reimburse Unpaid Drawings pursuant to Section 3.4(a).


 




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“Reinvestment Period”
shall mean 365 days following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted
Sale Leaseback.


 


“Related Business
Assets” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided
that any assets received by Holdings or the Restricted Subsidiaries in exchange for assets transferred by Holdings or a Restricted
Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of
the securities of such Person, such Person would become a Restricted Subsidiary.


 


“Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents,
trustees and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction
of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.


 


“Release”
shall mean any release, spill, emission, discharge, disposal, escaping, leaking, pumping, pouring, dumping, emptying, injection,
migration or leaching into the environment.


 


“Reorganization”
shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.


 


“Repayment Amount”
shall mean the Initial Term Loan Repayment Amount, a New Term Loan Repayment Amount with respect to any Series or an Extended Term
Loan Repayment Amount with respect to any Extension Series, as applicable.


 


“Replacement Term
Loans” shall have the meaning provided in Section 13.1.


 


“Reportable Event”
shall mean any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with
respect to a Pension Plan (other than a Pension Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code), other than those events as to which notice is waived pursuant to
DOL Reg. § 4043.


 


“Required Initial
Term Loan Lenders” shall mean, at any date, Lenders having or holding a majority of the sum of (a) the Total Initial
Term Loan Commitment at such date and (b) the aggregate outstanding principal amount of the Initial Term Loans (excluding Initial
Term Loans held by Defaulting Lenders) at such date.


 


“Required Lenders”
shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of the Dollar Equivalent of the sum of (i) the
Adjusted Total Revolving Credit Commitment at such date, (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the
outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (b) if the Total
Revolving Credit Commitment and the Total Term Loan Commitment have been terminated or for the purposes of acceleration pursuant
to Section 11, Non-Defaulting Lenders having or holding a majority of the Dollar Equivalent of the outstanding principal
amount of the Loans and Letter of Credit Exposure (excluding the Loans and Letter of Credit Exposure of Defaulting Lenders) in
the aggregate at such date.


 


“Required Revolving
Credit Lenders” shall mean, at any date, Non-Defaulting Lenders holding a majority of the Adjusted Total Revolving Credit
Commitment at such date (or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the Revolving
Credit Exposure (excluding Revolving Credit Exposure of Defaulting Lenders) at such time).


 




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“Required Term Loan
Lenders” shall mean, at any date, Lenders having or holding a majority of the sum of (a) the Total Term Loan Commitment
at such date and (b) the aggregate outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders)
at such date.


 


“Requirement of
Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any
of its property or assets is subject.


 


“Restricted Investment”
shall mean an Investment other than a Permitted Investment.


 


“Restricted Payment”
shall have the meaning provided in Section 10.5(a).


 


“Restricted Subsidiary”
shall mean any Subsidiary of Holdings other than an Unrestricted Subsidiary.


 


“Retired Capital
Stock” shall have the meaning provided in Section 10.5(c)(2).


 


“Revaluation Date”
shall mean (a) with respect to any Revolving Credit Loan or Swingline Loan, each of the following: (i) each date of a Borrowing
of a Revolving Credit Loan or Swingline Loan, (ii) each date of a continuation of a Revolving Credit Loan pursuant to Section
2.6, and (iii) such additional dates as the Administrative Agent shall determine or the Required Revolving Credit Lenders or
Swingline Lender shall require; provided that this clause (iii) shall not be exercised more than once per calendar
month; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of any such Letter of Credit,
(ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date
of any payment by the applicable Letter of Credit Issuer under any Letter of Credit, and (iv) such additional dates as the Administrative
Agent or the Letter of Credit Issuer shall determine or the Required Revolving Credit Lenders shall require; provided that
this clause (iv) shall not be exercised more than once per calendar month.


 


“Revolving Credit
Commitment” shall mean, (a) with respect to each Person that is a Lender on the date hereof, its obligation to make Revolving
Credit Loans to the Borrower pursuant to Section 2.1(b), in an aggregate principal amount at any one time outstanding not
to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.1(c) and (b) in the case of any Person
that becomes a Lender after the date hereof, the amount specified as such Lender’s Revolving Credit Commitment in the Assignment
and Acceptance pursuant to which such Lender assumed a portion of the Total Revolving Credit Commitment, in each case of the same
may be changed from time to time pursuant to terms hereof. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders
shall be $350,000,000 on the Closing Date (the “Initial Revolving Credit Commitments”), as such amount may be
adjusted from time to time in accordance with the terms of this Agreement.


 


“Revolving Credit
Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s
Revolving Credit Commitment at such time by (b) the amount of the Total Revolving Credit Commitment at such time, provided
that at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving Credit Commitment
Percentage shall be the percentage obtained by dividing (a) such Lender’s Revolving Credit Exposure at such time by (b) the
Revolving Credit Exposure of all Lenders at such time.


 




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“Revolving Credit
Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate Dollar Equivalent amount of
the principal amount of Revolving Credit Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure
at such time and (c) such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding
Swingline Loans at such time.


 


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


 


“Revolving Credit
Lender” shall mean, at any time, any Lender that has a Revolving Credit Commitment or Extended Revolving Credit Commitment
at such time.


 


“Revolving Credit
Loan” shall have the meaning provided in Section 2.1(b)(i).


 


“Revolving Credit
Maturity Date” shall mean April 24, 2020, or, if such date is not a Business Day, the next preceding Business Day.


 


“Revolving Credit
Termination Date” shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit
Loans or Swingline Loans shall be outstanding and the Letters of Credit Outstanding shall have been reduced to zero or Cash Collateralized.


 


“S&P”
shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.


 


“Sale Leaseback”
shall mean any arrangement with any Person providing for the leasing by Holdings or any Restricted Subsidiary of any real or tangible
personal property, which property has been or is to be sold or transferred by Holdings or such Restricted Subsidiary to such Person
in contemplation of such leasing.


 


“Sanctions”
means economic sanctions administered or enforced by (a) the U.S. government, including those administered by the U.S. Department
of the Treasury, Office of Foreign Assets Control or the U.S. Department of State or (b) the European Union, any European
Union member state or Her Majesty’s Treasury of the United Kingdom.


 


“Sanctioned Country”
means, at any time, a country or territory which is currently the subject or target of comprehensive country-wide or territory-wide
Sanctions.


 


“Sanctioned Person”
shall mean an individual or entity that is, or any entity owned or controlled by, any individual or entity that is designated on
any Sanctions list or in any Sanctioned Country.


 


“SEC”
shall mean the Securities and Exchange Commission or any successor thereto.


 


“Section 2.14 Additional
Amendment” shall have the meaning provided in Section 2.14(g)(iv).


 


“Section 9.1 Financials”
shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or (b) together
with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).


 




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“Secured Cash Management
Agreement” shall mean any Cash Management Agreement that is entered into by and between Holdings or any of its Restricted
Subsidiaries and any Cash Management Bank.


 


“Secured Cash Management
Obligations” shall mean Obligations under Secured Cash Management Agreements.


 


“Secured Hedge Agreement”
shall mean any Hedge Agreement that is entered into by and between Holdings, the Borrower or any Restricted Subsidiary that is
a Credit Party and any Hedge Bank.


 


“Secured Hedge Obligations”
shall mean Obligations under Secured Hedge Agreements.


 


“Secured Parties”
shall mean the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, each Lender, each Hedge Bank that is party
to any Secured Hedge Agreement, each Cash Management Bank that is party to a Secured Cash Management Agreement and each sub-agent
pursuant to Section 12 appointed by the Administrative Agent with respect to matters relating to the Credit Facilities or
the Collateral Agent with respect to matters relating to any Security Document.


 


“Security Agreement”
shall mean the Security Agreement entered into by Holdings, the Borrower, the other grantors party thereto and the Collateral Agent
for the benefit of the Secured Parties, substantially in the form of Exhibit D, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Security Documents”
shall mean, collectively, (a) the Guarantee, (b) the Pledge Agreement, (c) the Security Agreement, (d) the Mortgages, (e) if executed,
the First Lien Intercreditor Agreement and (f) each other security agreement or other instrument or document executed and delivered
pursuant to Sections 9.11, 9.12 or 9.14 or pursuant to any other such Security Documents to secure the Obligations.


 


“Senior Secured
Leverage Test” shall mean, as of any date of determination, with respect to the last day of the most recently ended Test
Period, the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio shall be no greater than 3.00 to 1.00.


 


“Series”
shall have the meaning provided in Section 2.14(a).


 


“Similar Business”
shall mean any business conducted or proposed to be conducted by Holdings and the Restricted Subsidiaries on the Closing Date or
any business that is the same, similar or generally related, incidental or ancillary thereto.


 


“Sold Entity or
Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Solvent”
shall mean, after giving effect to the consummation of the Transactions, that (i) the Fair Value of the assets of the Borrower
and its Restricted Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities, (ii) the
Present Fair Salable Value of the assets of the Borrower and its Restricted Subsidiaries taken as a whole exceed their Stated Liabilities
and Identified Contingent Liabilities; (iii) the Borrower and its Restricted Subsidiaries taken as a whole do not have Unreasonably
Small Capital; and (iv) the Borrower and its Restricted Subsidiaries taken as a whole will be able to pay their Stated Liabilities
and Identified Contingent Liabilities as they mature.


 




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“Special Flood Hazard
Area” shall mean an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood
equal to or exceeding the base flood elevation (a 100-year flood) in any given year.


 


“Specified Existing
Revolving Credit Commitment” shall have the meaning provided in Section 2.14(g)(ii).


 


“Specified Representations”
shall mean the representations and warranties with respect to the Borrower and each Guarantor set forth in Sections 8.1(a),
8.2 (as related to the borrowing under, guaranteeing under, granting of security interests in the Collateral to, and performance
of, the Credit Documents), 8.3(c) (as related to the borrowing under, guaranteeing under, granting of security interests
in the Collateral to, and performance of, the Credit Documents), 8.5, 8.7, 8.17, 8.18, 8.19,
8.20 or 8.21 of this Agreement and in Sections 3.2(a) and (b) of the Security Agreement and Section
5(d) of the Pledge Agreement.


 


“Specified Transaction”
shall mean, with respect to any period, any Investment, any Asset Sale, incurrence or repayment of Indebtedness, Restricted Payment,
Subsidiary designation, New Term Loan, New Revolving Credit Commitment or other event that by the terms of this Agreement requires
“Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro
Forma Basis”.


 


“Spot Rate”
for a currency shall mean the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as
the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution
designated by the Administrative Agent if it does not have as of the date of determination a spot buying rate for any such currency.


 


“Stated Amount”
of any Letter of Credit shall mean the Dollar Equivalent of the maximum amount from time to time available to be drawn thereunder,
determined without regard to whether any conditions to drawing could then be met; provided, however, that with respect
to any Letter of Credit that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the
stated amount thereof, the Stated Amount shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


“Stated Liabilities”
shall mean the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower
and its Restricted Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions
(including the execution and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans on the date
hereof), determined in accordance with GAAP consistently applied.


 


“Status”
shall mean the existence of Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status, as the case may
be, on such date. Changes in Status resulting from changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become
effective as of the first day following each date that (a) Section 9.1 Financials for the first full fiscal quarter ended
after the Closing Date are delivered to the Administrative Agent under Section 9.1 and (b) an officer’s certificate
is delivered by Holdings to the Administrative Agent setting forth, with respect to such Section 9.1 Financials, the then-applicable
Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that each
determination of the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio pursuant to this definition shall be made as
of the end of the Test Period ending at the end of the fiscal period covered by the relevant Section 9.1 Financials.


 




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“Stock Equivalents”
shall mean all securities convertible into or exchangeable for Capital Stock and all warrants, options or other rights to purchase
or subscribe for any Capital Stock, whether or not presently convertible, exchangeable or exercisable.


 


“Subject Lien”
shall have the meaning provided in Section 10.2(a).


 


“Subordinated Indebtedness”
shall mean Indebtedness of the Borrower or any Guarantor that is by its terms subordinated in right of payment to the obligations
of the Borrower or such Guarantor, as applicable, under this Agreement or the Guarantee, as applicable.


 


“Subsidiary”
of any Person shall mean and include (a) any corporation more than 50% of whose Capital Stock of any class or classes having by
the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not
at the time Capital Stock of any class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, or (b) any limited liability
company, partnership, association, joint venture or other entity of which such Person directly or indirectly through Subsidiaries
has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a Subsidiary of Holdings.


 


“Successor Borrower”
shall have the meaning provided in Section 10.3(a).


 


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


 


“Swingline Commitment”
shall mean $25,000,000.


 


“Swingline Exposure”
shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of
any Revolving Credit Lender at any time shall equal its Revolving Credit Commitment Percentage of the aggregate Swingline Exposure
at such time.


 


“Swingline Lender”
shall mean Wells Fargo Bank, National Association, in its capacity as lender of Swingline Loans hereunder or any replacement or
successor thereto.


 


“Swingline Loans”
shall have the meaning provided in Section 2.1(c).


 


“Swingline Maturity
Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit
Maturity Date.


 


“Swiss Francs”
shall mean the lawful currency of Switzerland.


 


“Syndication Agent”
shall mean JPMorgan Chase Bank, N.A.


 


“TARGET Day”
shall mean any day on which the Trans-European Automated Real- time Gross Settlement Express Transfer (TARGET) 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.


 




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“Tax Credit”
shall mean a credit against, relief or remission for, or repayment of any Tax.


 


“Tax Deduction”
shall mean a deduction or withholding for or on account of Tax from a payment under a Credit Document.


 


“Taxes”
shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings (including backup
withholding), fees or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated,
unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.


 


“Term Loan Commitment”
shall mean, with respect to each Lender, such Lender’s Initial Term Loan Commitment, and, if applicable, New Term Loan Commitment
with respect to any Series.


 


“Term Loan Extension
Request” shall have the meaning provided in Section 2.14 (g)(i).


 


“Term Loan Lender”
shall mean, at any time, any Lender that has a Term Loan Commitment or an outstanding Term Loan.


 


“Term Loans”
shall mean the Initial Term Loans, any New Term Loans and any Extended Term Loans, collectively.


 


“Test Period”
shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of Holdings then last ended and for
which Section 9.1 Financials shall have been required to be delivered to the Administrative Agent (or, before the first
delivery of Section 9.1 Financials, the most recent period of four fiscal quarters at the end of which financial statements
are available).


 


“Title Policy”
shall have the meaning provided in Section 9.14(d)(ii).


 


“Total Credit Exposure”
shall mean, at any date, the sum, without duplication, of (a) the Total Revolving Credit Commitment at such date (or, if the Total
Revolving Credit Commitment shall have terminated on such date, the aggregate Revolving Credit Exposure of all Lenders at such
date), (b) the Total Term Loan Commitment at such date and (c) without duplication of clause (b), the Dollar Equivalent
of the aggregate outstanding principal amount of all Term Loans at such date.


 


“Total Initial Term
Loan Commitment” shall mean the sum of the Initial Term Loan Commitments of all Lenders.


 


“Total Revolving
Credit Commitment” shall mean the sum of the Revolving Credit Commitments of all the Lenders.


 


“Total Term Loan
Commitment” shall mean the sum of the Initial Term Loan Commitments, and the New Term Loan Commitments, if applicable,
of all the Lenders.


 


“Transaction Expenses”
shall mean any fees or expenses incurred or paid by Holdings, the Borrower or any of their Affiliates in connection with the Transactions,
this Agreement and the other Credit Documents, the transactions contemplated hereby and thereby.


 




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“Transactions”
shall mean, collectively, the Acquisition, any repayment, repurchase, prepayment or defeasance of Indebtedness of Holdings or any
of its Subsidiaries in connection therewith, the consummation of any other transactions in connection with the foregoing (including
in connection with the Acquisition Agreement and the payment of the fees and expenses incurred in connection with any of the foregoing
(including the Transaction Costs)).


 


“Transferee”
shall have the meaning provided in Section 13.6(e).


 


“Type”
shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan and (b) as to any Revolving Credit Loan, its
nature as an ABR Loan or a LIBOR Revolving Credit Loan.


 


“Unpaid Drawing”
shall have the meaning provided in Section 3.4(a).


 


“Unreasonably Small
Capital” shall mean for the period from the date hereof through the Maturity Date, the capital of the Borrower and its
Restricted Subsidiaries on a consolidated basis and taken as a whole after consummation of the Transactions (including the execution
and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) is unreasonably
small in relation to their business as contemplated on the Closing Date such that it calls into question whether it will continue
to be a going concern for such period.


 


“Unrestricted Subsidiary”
shall mean (1) any Subsidiary of Holdings which at the time of determination is an Unrestricted Subsidiary (as designated by the
board of directors of Holdings, as provided below) and (2) any Subsidiary of an Unrestricted Subsidiary. For the avoidance of doubt,
Holdings may not designate the Borrower as an Unrestricted Subsidiary.


 


The board of directors of
Holdings may designate any Subsidiary of Holdings (including any existing Subsidiary and any newly acquired or newly formed Subsidiary)
to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of,
or owns or holds any Lien on, any property of, Holdings or any Subsidiary of Holdings (other than any Subsidiary of the Subsidiary
to be so designated); provided that


 


(a)          such
designation complies with Section 10.5,


 


(b)          no
Event of Default shall have occurred or be continuing or would result therefrom; and


 


(c)          each
of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary.


 


Any such designation by the
board of directors of Holdings shall be notified by Holdings to the Administrative Agent by promptly delivering to the Administrative
Agent a copy of the Board Resolution giving effect to such designation and a certificate of an Authorized Officer certifying that
such designation complied with the foregoing provisions.


 


The board of directors of
Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, (x) immediately after giving
effect to such designation no Default or Event of Default shall have occurred and be continuing and (y) the Senior Secured Leverage
Test is satisfied on a pro forma basis taking into account such designation.


 




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


 


“Voting Stock”
shall mean, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in
the election of the board of directors of such Person.


 


“Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Title IV of ERISA.


 


Section 1.2           Other
Interpretive Provisions. With reference to this
Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:


 


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


 


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


 


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


 


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


 


(e)          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.


 


(f)          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”.


 


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


 





Section
1.3           Accounting Terms.


 


(a)          All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, applied in a consistent manner.


 


(b)          Notwithstanding
anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with
respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio,
the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio and the Senior Secured Leverage Test shall each be calculated
with respect to such period and such Specified Transaction on a Pro Forma Basis.


 




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(c)          Where
reference is made to “the Company and its Restricted Subsidiaries on a consolidated basis” or similar language, such
consolidation shall not include any Subsidiaries of the Company other than Restricted Subsidiaries.


 


Section
1.4           Rounding. Any financial ratios required to
be maintained by Holdings pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted
under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to
one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest
number.


 


Section
1.5           References to Agreements, Laws, Etc. Unless
otherwise expressly provided herein, (a) references to organizational documents, agreements (including the Credit Documents) and
other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment and restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment
and restatements, extensions, supplements and other modifications are permitted by any Credit Document; and (b) references to
any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such Requirement of Law.


 


Section
1.6           Exchange Rates. Notwithstanding the foregoing,
for purposes of any determination under Section 9, Section 10 or Section 11 or any determination under any
other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or
proposed to be incurred or outstanding in currencies other than dollars shall be translated into dollars at currency exchange
rates in effect on the date of such determination; provided, however, that for purposes of determining compliance
with Section 10 with respect to the amount of any Indebtedness, Restricted Investment, Lien, Asset Sale or Restricted Payment
in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes
in rates of exchange occurring after the time such Indebtedness, Lien or Restricted Investment is incurred or Asset Sale or Restricted
Payment made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.6 shall otherwise
apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or
Disposition or Restricted Payment made at any time under such Sections. For purposes of any determination of Consolidated Total
Debt, amounts in currencies other than dollars shall be translated into dollars at the currency exchange rates used in preparing
the most recently delivered Section 9.1 Financials.


 




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Section
1.7           Limited Condition Acquisitions. Notwithstanding
anything in this Agreement or any Credit Document to the contrary, when calculating any applicable ratio, the amount or availability
of any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the
determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred,
is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation
of an acquisition or an investment that Borrower or one or more of its Subsidiaries is contractually committed to consummate (it
being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied
or waived in accordance with the terms of the applicable agreement) and whose consummation is not conditioned on the availability
of, or on obtaining, third party financing (such acquisition or investment, a “Limited Condition Acquisition”),
the date of determination of such ratio, the amount or availability of any basket based on Consolidated EBITDA or total assets,
and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable
covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited
Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited
Condition Acquisition are entered into (the “LCA Test Date”) and if, (i) after such ratios and other provisions
are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions
to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they
occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such
action on the relevant LCA Test Date in compliance with such ratios and provisions, and (ii) assuming such Limited Condition Acquisition
had not occurred (nor any of the transactions related thereto) and at such time the Borrower is in compliance with such ratios
and other provisions, then such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any
of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of
Holdings and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and
other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining
whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested
at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made
an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket
availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier
of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited
Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket
shall be calculated on a Pro Forma Basis assuming (i) such Limited Condition Acquisition and other transactions in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming
such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and
the use of proceeds thereof) have not been consummated.


 


Section
2.          Amount and Terms of Credit


 


Section
2.1           Commitments


 


(a)          Subject
to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make
a loan or loans (each, an “Initial Term Loan”) to the Borrower in Dollars on the Closing Date, which Initial
Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not
exceed $200,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into,
ABR Loans or LIBOR Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in
accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender
the Initial Term Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments.
On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars.


 


(b)          (i)
Subject to and upon the terms and conditions herein set forth: each Revolving Credit Lender severally agrees to make Revolving
Credit Loans to the Borrower in Dollars or in an Alternative Currency from its lending office (each such loan, a “Revolving
Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s
Revolving Credit Commitment,





 






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provided
that the Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to
the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into,
ABR Loans or LIBOR Loans that are Revolving Credit Loans, provided that all Revolving Credit Loans made by each of the Lenders
pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans
of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any
time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit
Exposure in respect of any Class at such time exceeding such Lender’s Revolving Credit Commitment in respect of such Class
at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time
in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment
then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the
aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans denominated
in Dollars may be ABR Loans or LIBOR Loans and Revolving Credit Loans denominated in any Alternative Currency shall be LIBOR Loans,
as further provided herein.


 





(ii)         Each
Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan,
provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B)
in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting
therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would
result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous
to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section
2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full.


 


(c)          Subject
to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and
from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline
Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i)
shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time
outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof,
result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving
Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline
Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving
a written notice from Holdings, or the Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default
or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i)
rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or
Event of Default in accordance with the provisions of Section 13.1.


 




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(d)          On
any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding
Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit
Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be
made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving
Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline
Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit
Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the
preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the
Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any
conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is
continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such
Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for
any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy
Code in respect of Holdings), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender
(without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders
to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that
all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the
respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such
Lender purchasing same from and after such date of purchase.


 


Section
2.2           Minimum Amount of Each Borrowing; Maximum Number
of Borrowings. The aggregate principal amount of each Borrowing of Term Loans or Revolving Credit Loans shall be in a minimum
amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $100,000 (or the Dollar Equivalent
thereof) in excess thereof and Swingline Loans shall be in a minimum amount of $500,000 and in a multiple of $100,000 in excess
thereof (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d) and Revolving Credit
Loans to reimburse the Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section
3.3 or Section 3.4, as applicable). More than one Borrowing may be incurred on any date, provided that at no
time shall there be outstanding more than five Borrowings of LIBOR Loans that are Term Loans and fifteen Borrowings of LIBOR Loans
that are Revolving Credit Loans under this Agreement.


 


Section
2.3           Notice of Borrowing.


 


(a)          The
Borrower shall give the Administrative Agent at the Administrative Agent’s Office (A) prior to 12:00 p.m. (New York City
time) at least three Business Days’ prior written notice in the case of a Borrowing of Initial Term Loans to be made on the
Closing Date if such Initial Term Loans are to be LIBOR Loans (which LIBOR Loans shall be available on the Closing Date only if
the Borrower has executed and delivered a LIBOR indemnity satisfactory to the Administrative Agent) and (B) prior to 12:00 p.m.
(New York City time) written notice in the case of a Borrowing of Initial Term Loans made on the Closing Date if such Initial Term
Loans are to be ABR Loans. Such notice (a “Notice of Borrowing”) shall specify (A) the aggregate principal amount
of the Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date) and (C) whether the Term Loans shall
consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially
applicable thereto.


 


(b)          Whenever
the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings),
it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 noon (New York City Time)
at least three Business Days’ prior written notice of each Borrowing of LIBOR Loans that are Revolving Credit Loans, and
(ii) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior written notice of each Borrowing of Revolving
Credit Loans that are ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10,
shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the
date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of ABR Loans or LIBOR
Loans that are Revolving Credit Loans and, if LIBOR Loans that are Revolving Credit Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice of each proposed Borrowing
of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof and of the other matters covered
by the related Notice of Borrowing.


 




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(c)          Whenever
the Borrower desires to incur Swingline Loans hereunder, it shall give the applicable Swingline Lender for Swingline Loans denominated
in Dollars written notice with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to in the case of
Swingline Loans denominated in Dollars, 1:30 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify
(i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing
(which shall be a Business Day).


 


(d)          Mandatory
Borrowings shall be made upon the notice specified in Section 2.1(d), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.


 


(e)          Borrowings
to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).


 


(f)          Without
in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give hereunder by telephone (which
such obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon
the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of Holdings
or the Borrower.


 


Section
2.4           Disbursements of Funds.


  


(a)          No
later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each
Lender shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided
below; provided that on the Closing Date, such funds may be made available at such earlier time as may be agreed among the
Lenders, Holdings and the Administrative Agent for the purpose of consummating the Transactions; provided further
that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than
4:00 p.m. (New York City time).


 


(b)          Each
Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in
immediately available funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent
will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing
to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available
in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such
Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative
Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in
fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the
Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall
promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the
applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such
corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent
to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal
to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees,
calculated in accordance with Section 2.8, for the respective Loans.


 




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(c)          Nothing
in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to
prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).


 


Section
2.5           Repayment of Loans; Evidence of Debt.


  


(a)          The
Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Initial Term Loan Maturity
Date, the then-outstanding Initial Term Loans made to the Borrower. The Borrower shall repay to the Administrative Agent for the
benefit of the Revolving Credit Lenders, on the Revolving Credit Maturity Date, the then outstanding Revolving Credit Loans made
to the Borrower in currency in which such Revolving Credit Loans are denominated. The Borrower shall repay to the Swingline Lender,
on the Swingline Maturity Date, the then outstanding Swingline Loans made to the Borrower in Dollars.


 


(b)          The
Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the applicable, Initial Term Loan Lenders, on
each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, an “Initial Term
Loan Repayment Date”), a principal amount in respect of each of the Initial Term Loans made to the Borrower equal to
(x) the outstanding principal amount Initial Term Loans made to the Borrower on the Closing Date multiplied by (y) the percentage
set forth below opposite such Initial Term Loan Repayment Date (each, an “Initial Term Loan Repayment Amount”):


 


	Date	 	Initial Term Loan Repayment Amount	 
	September 30, 2015	 	 	1.25%	
	December 31, 2015	 	 	1.25%	
	March 31, 2016	 	 	1.25%	
	June 30, 2016	 	 	1.25%	
	September 30, 2016	 	 	1.25%	
	December 31, 2016	 	 	1.25%	
	March 31, 2017	 	 	1.25%	
	June 30, 2017	 	 	1.25%	
	September 30, 2017	 	 	1.875%	
	December 31, 2017	 	 	1.875%	
	March 31, 2018	 	 	1.875%	
	June 30, 2018	 	 	1.875%	
	September 30, 2018	 	 	2.50%	
	December 31, 2018	 	 	2.50%	
	March 31, 2019	 	 	2.50%	
	June 30, 2019	 	 	2.50%	
	September 30, 2019	 	 	3.125%	
	December 31, 2019	 	 	3.125%	
	March 31, 2020	 	 	3.125%	
	Initial Term Loan Maturity Date	 	 	Remaining outstanding amounts	 



 




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(c)          In
the event that any New Term Loans are made, such New Term Loans shall, subject to Section 2.14(d), be repaid by the Borrower
in the amounts (each, a “New Term Loan Repayment Amount”) and on the dates (each a “New Term Loan Repayment
Date”) set forth in the applicable Joinder Agreement. In the event that any Extended Term Loans are established, such
Extended Term Loans shall, subject to Section 2.14(f), be repaid by the Borrower in the amounts (each such amount with respect
to any Extended Repayment Date, an “Extended Term Loan Repayment Amount”) and on the dates (each, an “Extended
Repayment Date”) set forth in the applicable Extension Amendment.


 


(d)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time
to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time
under this Agreement.


 


(e)          The
Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which
Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is an
Initial Term Loan, New Term Loan, Revolving Credit Loan or Swingline Loan, as applicable, the Type of each Loan made, the currency
in which made, the name of the Borrower and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.


 


(f)          The
entries made in the Register and accounts and subaccounts maintained pursuant to clauses (d) and (e) of this Section
2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations
of the Borrower therein recorded; provided, however, that the failure of any Lender, the Administrative Agent or
the Swingline Lender to maintain such account, such Register or subaccount, as applicable, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender
in accordance with the terms of this Agreement.


 


Section
2.6           Conversions and Continuations.


  


(a)          Subject
to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all
or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans
of one Type or Revolving Credit Loans of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have
the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional
Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of
LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted
into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has
or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not
be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the
proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion
not to permit such continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited
in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the Borrower by giving the
Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business
Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered
on the Closing Date pursuant to clause (d), which shall be deemed to be effective on the Closing Date) or (ii) one Business
Day’s notice in the case of a conversion into ABR Loans prior written notice (each, a “Notice of Conversion or Continuation”)
specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are
to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent
shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any
of its Loans.


 






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(b)          If
any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars
and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation,
such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration
of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Euro or Alternative Currencies),
the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower
shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration
date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated
in Euro or Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences,
at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR
Loans with an Interest Period of one month.


 


(c)          No
Loan may be converted into or continued as a Loan denominated in a different currency.


 


Section
2.7           Pro Rata Borrowings.   Each Borrowing of
Initial Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term
Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders
pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under
this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing
of New Revolving Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable
New Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender
in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b)
other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations
under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.


 


Section
2.8           Interest.


 


(a)          The
unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for ABR Loans plus the ABR,
in each case, in effect from time to time.


 




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(b)          The
unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether
by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for LIBOR Loans plus
the relevant LIBOR Rate.


 


(c)          If
all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon or any other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum that is (the “Default Rate”) (x) in the case of overdue principal, the rate that
would otherwise be applicable thereto plus 2% or (y) in the case of any other overdue amount, including overdue interest, to the
extent permitted by applicable law, the rate described in Section 2.8(a) plus 2% from the date of such non- payment to the
date on which such amount is paid in full (after as well as before judgment).


 


(d)          Interest
on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall
be payable in the same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date
on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) in respect of each
ABR Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each LIBOR
Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months,
on each date occurring at three-month intervals after the first day of such Interest Period and (iii) in respect of each Loan,
(A) on any prepayment in respect of LIBOR Loans, (B) at maturity (whether by acceleration or otherwise) and (C) after such maturity,
on demand.


 


(e)          All
computations of interest hereunder shall be made in accordance with Section 5.5.


 


(f)          The
Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and
the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding
on all parties hereto.


 


Section
2.9           Interest Periods. At the time Holdings or
the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into
or continuation as, a Borrowing of LIBOR Loans in accordance with Section 2.6(a), Holdings or the Borrower shall give the
Administrative Agent written notice of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option
of Holdings or the Borrower be a one, two, three or six (or if available to all the Lenders making such LIBOR Loans as determined
by such Lenders in good faith based on prevailing market conditions, a twelve month or shorter period).


 


Notwithstanding anything
to the contrary contained above:


 


(a)          the
initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period expires;


 


(b)          if
any Interest Period relating to a Borrowing of LIBOR Loans begins on the last Business Day of a calendar month or begins on a day
for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period
shall end on the last Business Day of the calendar month at the end of such Interest Period;


 




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(c)          if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day, provided that if any Interest Period in respect of a LIBOR Loan would otherwise expire on a day that is not
a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire
on the immediately preceding Business Day; and


 


(d)          the
Borrower shall not be entitled to elect any Interest Period in respect of any LIBOR Loan if such Interest Period would extend beyond
the Maturity Date of such Loan.


 


Section
2.10         Increased Costs, Illegality, Etc.


 


(a)          In
the event that (x) in the case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii)
and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with
respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable
error, be final and conclusive and binding upon all parties hereto):


 


(i)          on
any date for determining the LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the
Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising
on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided for in the definition of LIBOR Rate; or


 


(ii)         at
any time, that such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect
to any LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable
to Taxes described in clauses (i) or (ii) of paragraph (d) of this Section 2.10) because of (x) any Change
in Law and/or (y) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or


 


(iii)        at
any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with
any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline
or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable
as a result of a contingency occurring after the Closing Date that materially and adversely affects the interbank LIBOR market;


 


then, and in any such event, such Required
Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i)
above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings and to the Administrative
Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter
(x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent
notifies Holdings and the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent
no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and
any Notice of Borrowing or Notice of Conversion given by Holdings or the Borrower with respect to LIBOR Loans that have not yet
been incurred shall be deemed rescinded by Holdings or the Borrower, (y) in the case of clause (ii) above, the Borrower
shall pay to such Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit
Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such
actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional
amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by
such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in
the case of subclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y),
as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law.


 




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(b)          At
any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower
may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan
is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent written notice thereof on
the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected
LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected
Lender to convert each such LIBOR Loan into an ABR Loan, provided that if more than one Lender is affected at any time,
then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).


 


(c)          If,
after the Closing Date, any Change in Law relating to capital adequacy or liquidity of any Lender or compliance by any Lender or
its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have
the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Affiliate’s capital
or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender
or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or
its parent’s policies with respect to capital adequacy or liquidity), then from time to time, promptly after demand by such
Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such actual additional amount or amounts
as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however, that a Lender
shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive
to comply with, any law, rule or regulation as in effect on the Closing Date or to the extent such Lender is not imposing such
charges on or requesting such compensation from borrowers similarly situated to the Borrower hereunder. Each Lender, upon determining
in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice
thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts,
although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s
obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.


 


(d)          It
is understood that this Section 2.10 shall not apply to (i) Taxes indemnifiable under Section 5.4 or (ii) Excluded
Taxes.


 


Section
2.11         Compensation. If (a) any payment of principal of any
LIBOR Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for
such LIBOR Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of
acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans is
not made as a result of a withdrawn Notice of Borrowing or a failure to satisfy borrowing conditions, (c) any ABR Loan is not
converted into a LIBOR Loan as a result of a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan is not
continued as a LIBOR Loan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any
prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1
or 5.2, the Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable
detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts
required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a
result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense
(excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by any Lender to fund or maintain such LIBOR Loan.


 




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Section
2.12         Change of Lending Office. Each Lender agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b),
3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event, provided
that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing
in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided
in Section 2.10, 3.5 or 5.4.


 


Section
2.13         Notice of Certain Costs. Notwithstanding anything
in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, or 3.5 is given
by any Lender more than 120 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event
giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such
Lender shall not be entitled to compensation under Section 2.10, 2.11, or 3.5, as the case may be, for any
such amounts incurred or accruing prior to the 121st day prior to the giving of such notice to the Borrower.


 


Section
2.14         Incremental Facilities.


 


(a)          The
Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches
of term loans (the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit
Commitments of any Class (the “New Revolving Credit Commitments”) and/or (z) additional tranches of Revolving
Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Loan
Commitments, the “Incremental Revolving Credit Commitments”; and, together with the New Revolving Credit Commitments
and the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the
Maximum Incremental Facilities Amount in the aggregate and not less than $25,000,000 individually (or such lesser amount as (x)
may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount
and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased
Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective. The Borrower may approach
any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided
that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole
discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable
Increased Amount Date; provided that (i) no Event of Default (except in connection with a Limited Condition Acquisition,
in which case only no Event of Default under Section 11.1 or Section 11.5 shall exist at the time a definitive
purchase agreement is entered into for such Limited Condition Acquisition) shall exist on such Increased Amount Date before or
after giving effect to such New Loan Commitments, as applicable, (ii) the representations and warranties under Section 8
hereto shall be true and correct in all material respects on and as of the date of the incurrence of the New Loan Commitments (although
any representations and warranties that expressly relate to a given date or period shall be required only to be true and correct
in all material respects as of the respective date or for the respective period, as the case may be), (except in connection with
a Limited Condition Acquisition, in which case this clause (ii) shall only apply to the Specified Representations), (iii)
the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and
Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in
Section 5.4(e) and (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with
the New Loan Commitments, as applicable. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series
(a “Series”) of New Term Loans for all purposes of this Agreement. Each New Loan shall be secured by the same
Collateral securing all of the other Obligations hereunder.


 




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(b)          On
any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing
terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Credit Commitments
of such Class shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”)
and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments of such Class,
at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on
such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the
Revolving Credit Loans of such Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in
accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Credit
Commitments to the Revolving Credit Commitments and (b) with respect to Incremental Revolving Credit Commitments, (i) each Incremental
Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and, each Loan made under a New Revolving
Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment
(an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental
Revolving Credit Loan”) shall be deemed, for all purposes, Revolving Credit Loans and (ii) each New Revolving Loan Lender
and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and,
together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender
with respect to the New Revolving Credit Commitment and all matters relating thereto; provided that the Administrative Agent,
the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such
Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent
such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit
Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.


 


(c)          On
any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the
foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”)
of any Series shall make a Loan to the Borrower (a “New Term Loan” and together with the Incremental Revolving
Credit Loans, the “New Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each
New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series
and the New Term Loans of such Series made pursuant thereto.


 


(d)          The
terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be on terms and documentation set
forth in the Joinder Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date
of each Series shall be no earlier than the Initial Term Loan Maturity Date; (ii) the weighted average life to maturity of all
New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans, (iii) the pricing, interest
rate margins, discounts, premiums, rate floors, fees, call protection (if any) and amortization schedule applicable to any New
Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders; and (iv) to the extent such terms and
documentation are not substantially consistent with the Initial Term Loans (except to the extent permitted by clause (i),
(ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (except for covenants or
other provisions applicable only applicable after the Latest Maturity Date or any existing New Term Loan existing at the time such
New Term Loan is incurred) (it being understood that, to the extent that any financial maintenance covenant is added for the benefit
of any New Term Loan, no consent shall be required from the Administrative Agent or any of the Term Loan Lenders to the extent
that such financial maintenance covenant is (1) also added for the benefit of any existing Loans or (2) only applicable after the
Latest Maturity Date).


 




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(e)          Incremental
Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments
and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided
that notwithstanding anything to the contrary in this Section 2.14 or otherwise:


 


(i)          any
such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right
of payment and of security with the Revolving Credit Loans and the Term Loans,


 


(ii)         any
such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving
Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,


 


(iii)        the
borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments
(and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and
(3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below))
of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a
pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,


 


(iv)        subject
to the provisions of Section 2.1(e) and Sections 3.12 to the extent dealing with Swingline Loans and Letters of Credit
which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity
date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit
Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased
Amount Date (and except as provided in Section 2.1(e) and Section 3.12, without giving effect to changes thereto
on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued in respect of
such Series),


 


(v)         the
permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after
the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased
Amount Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a
better than a pro rata basis as compared to any other Class with a later maturity date than such Class,


 




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(vi)        assignments
and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the
same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the applicable
Increased Amount Date,


 


(vii)       any
Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the
Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and


 


(viii)      the
pricing, fees, maturity and other immaterial terms of the Additional Revolving Credit Loans may be different and shall be determined
by the Borrower and the Lenders thereunder so long as the final maturity date and the weighted average maturity of any Additional
Revolving Credit Loans and Additional Revolving Credit Commitments, as applicable, shall not be earlier than, or shorter than,
as the case may be, the maturity date or the weighted average life, as applicable, of the Initial Revolving Credit Commitments
and related Revolving Credit Loans.


 


(f)          Each
Joinder Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement
and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision
of this Section 2.14.


 


(g)          (i)
The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing
Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all
or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term
Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended
Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of
the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term
Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be
identical to the Term Loans of the Existing Term Loan Class from which they are to be converted except (x) the scheduled final
maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may
be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with
any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or
in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans
were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the
interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of
such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition
to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in
the applicable Extension Amendment and (z) a financial maintenance covenant may be added for the benefit of any Extended Term Loans
to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Loans or (2) only applicable
after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise,
no Extended Term Loans may be optionally prepaid prior to the date on which the Existing Term Loan Class from which they were converted
is repaid in full except in accordance with the last sentence of Section 5.1. No Lender shall have any obligation to agree
to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request.
Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class
from which they were converted.


 




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(ii) The Borrower may
at any time and from time to time request that all or a portion of the Revolving Credit Commitments of any Class, any Extended
Revolving Credit Commitments and/or any New Revolving Credit Commitments, each existing at the time of such request (each, an “Existing
Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing Revolving Credit Loans”;
each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together being referred to as an “Existing
Revolving Credit Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any
payment of principal with respect to all or a portion of any principal amount of Loans related to such Existing Revolving Credit
Commitments (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments”
and any related Loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this
Section 2.14(g). In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to
the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving
Credit Commitments which such request shall be offered equally to all such Lenders) setting forth the proposed terms of the Extended
Revolving Credit Commitments to be established, which terms shall be identical to those applicable to the Existing Revolving Credit
Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment”) except
(w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later dates than the
final maturity dates of the Specified Existing Revolving Credit Commitments, (x) (A) the interest margins with respect to the Extended
Revolving Credit Commitments may be higher or lower than the interest margins for the Specified Existing Revolving Credit Commitments
and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Credit Commitments in addition to or
in lieu of any increased margins contemplated by the preceding clause (A), (y) the revolving credit commitment fee rate
with respect to the Extended Revolving Credit Commitments may be higher or lower than the Revolving Credit Commitment Fee Rate
for the Specified Existing Revolving Credit Commitment and (z) a financial maintenance covenant may be added for the benefit of
any Extended Revolving Credit Loans to the extent that such financial maintenance covenant is (1) also added for the benefit of
any existing Loans or (2) only applicable after the Latest Maturity Date, in each case, to the extent provided in the applicable
Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.14(g) or otherwise,
(1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with
respect to any Original Revolving Credit Commitments shall be made on a pro rata basis with all other Original Revolving Credit
Commitments and (2) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans
shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and the Revolving
Credit Loans related to such Commitments set forth in Section 13.6. No Lender shall have any obligation to agree to have
any of its Revolving Credit Loans or Revolving Credit Commitments of any Existing Revolving Credit Class converted into Extended
Revolving Credit Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Revolving Credit
Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from the Specified Existing
Revolving Credit Commitments and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving
Credit Commitments so established on such date).


 




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(iii) Any Lender (an
“Extending Lender”) wishing to have all or a portion of its Term Loans, Revolving Credit Commitments, New Revolving
Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or Existing Classes subject to such Extension Request
converted into Extended Term Loans or Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent
(an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term
Loans, Revolving Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class
or Existing Classes subject to such Extension Request that it has elected to convert into Extended Term Loans or Extended Revolving
Credit Commitments, as applicable. In the event that the aggregate amount of Term Loans, Revolving Credit Commitments, New Revolving
Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or Existing Classes subject to Extension Elections
exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested pursuant to the Extension
Request, Term Loans or Revolving Credit Commitments, New Revolving Credit Commitments or Extended Revolving Credit Commitments
of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Term Loans or Extended
Revolving Credit Commitments, as applicable, on a pro rata basis based on the amount of Term Loans, Revolving Credit Commitments,
New Revolving Credit Commitment or Extended Revolving Credit Commitment included in each such Extension Election. Notwithstanding
the conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit Commitment, such Extended Revolving
Credit Commitment shall be treated identically to all other Original Revolving Credit Commitments for purposes of the obligations
of a Revolving Credit Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Article 3, except
that the applicable Extension Amendment may provide that the Swingline Maturity Date and/or the Revolving Letter of Credit Maturity
Date may be extended and the related obligations to make Swingline Loans and issue Revolving Letters of Credit may be continued
so long as the Swingline Lender and/or the applicable Revolving Letter of Credit Issuer, as applicable, have consented to such
extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with
any such extension).


 


(iv) Extended Term
Loans or Extended Revolving Credit Commitments, as applicable, shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this
Section 2.14(g)(iv) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the
consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Credit Commitments,
as applicable, established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. No Extension
Amendment shall provide for any tranche of Extended Term Loans or Extended Revolving Credit Commitments in an aggregate principal
amount that is less than $50,000,000. In addition to any terms and changes required or permitted by Section 2.14(f)(i),
each Extension Amendment (x) shall amend the scheduled amortization payments pursuant to Section 2.5 or the applicable Joinder
Agreement with respect to the Existing Term Loan Class from which the Extended Term Loans were converted to reduce each scheduled
Repayment Amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan
Class is to be converted pursuant to such Extension Amendment (it being understood that the amount of any Repayment Amount payable
with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced
as a result thereof) and (y) may, but shall not be required to, impose additional requirements (not inconsistent with the provisions
of this Agreement in effect at such time) with respect to the final maturity and weighted average life to maturity of New Term
Loans incurred following the date of such Extension Amendment. Notwithstanding anything to the contrary in this Section 2.14(g)
and without limiting the generality or applicability of Section 13.1 to any Section 2.14 Additional Amendments, any
Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated
above (any such additional amendment, a “Section 2.14 Additional Amendment”) to this Agreement and the other
Credit Documents; provided that such Section 2.14 Additional Amendments are within the requirements of Section
2.14(f)(i) and do not become effective prior to the time that such Section 2.14 Additional Amendments have been consented
to (including, without limitation, pursuant to (1) consents applicable to holders of New Term Loans and New Revolving Credit Commitments
provided for in any Joinder Agreement and (2) consents applicable to holders of any Extended Term Loans or Extended Revolving Credit
Commitments provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be
required in order for such Section 2.14 Additional Amendments to become effective in accordance with Section 13.1.


 




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(v) Notwithstanding
anything to the contrary contained in this Agreement, (A) on any date on which any Existing Class is converted to extend the related
scheduled maturity date(s) in accordance with clauses (i) and/or (ii) above (an “Extension Date”),
(I) in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans
shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender
on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended
Term Loans so established on such date), and (II) in the case of the Specified Existing Revolving Credit Commitments of each Extending
Lender, the aggregate principal amount of such Specified Existing Revolving Credit Commitments shall be deemed reduced by an amount
equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted by such Lender on such date, and
such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified
Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments (together with any other Extended
Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Loans of any Extending Lender
are outstanding under the applicable Specified Existing Revolving Credit Commitments, such Loans (and any related participations)
shall be deemed to be allocated as Extended Revolving Credit Loans (and related participations) and Existing Revolving Credit Loans
(and related participations) in the same proportion as such Extending Lender’s Specified Existing Revolving Credit Commitments
to Extended Revolving Credit Commitments.


 


Section
2.15         Refinancing Amendments.


 


At any time after the
Closing Date, the Borrower may obtain from any existing Lender or any other bank, financial institution or other institutional
lender or investor reasonably satisfactory to the Administrative Agent and, in the case of Revolving Credit Commitments, the Swingline
Lender and the Letter of Credit Issuers (any such existing Lender or other Person being called an “Additional Refinancing
Lender”) Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments in respect
of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving
Credit Commitments (including the corresponding portion of the Revolving Loans) under this Agreement, in each case pursuant to
a Refinancing Amendment; provided that (i) such Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or
Other Term Commitments may be secured only by assets consisting of Collateral and (ii) the covenants, events of default and guarantees
of any Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments are not materially more
favorable (when taken as a whole) to the Additional Refinancing Lenders, than those applicable to the Indebtedness being Refinanced.
The effectiveness of any Refinancing Amendment shall be subject to the consent of the Administrative Agent and such express conditions
as are mutually agreed with the Administrative Agent and the participating Additional Refinancing Lenders. Each Class of Other
Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments (other than in connection with an
extension of the maturity of Term Loans, Revolving Loans or Revolving Commitments) incurred under this Section 2.15 shall
be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that
such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal
amount of the applicable Indebtedness being Refinanced. Upon the effectiveness of any Refinancing Amendment in respect of any Other
Revolving Commitments, the Revolving Commitments being replaced shall be considered permanently reduced and terminated. Subject
to the consent of the Letter of Credit Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for
the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to
the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. Subject to the
consent of the Swingline Lender, any Refinancing Amendment may provide for the making of Swingline Loans pursuant to any Other
Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Swingline Loans under this
Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to
the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing
Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect
the existence and terms of the Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments
incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term
Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without
the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary,
or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions
of this Section 2.15. This Section 2.15 shall supersede any provisions in this Agreement the contrary.


 






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Notwithstanding
anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments
of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon
the maturity date of the Other Revolving Commitments and (C) repayments made in connection with a permanent repayment and termination
of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments
shall be made on a pro rata basis with, or a less favorable basis than, all other Revolving Commitments, (2) the permanent repayment
of Other Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other
Revolving Commitments shall be made on a pro rata basis with, or a less favorable basis than, all other Revolving Commitments,
except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non- rata basis
as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving
Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving
Commitments and Revolving Loans.


 


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


 


(a)          the
Commitment Fee shall cease to accrue on the Commitment of such Lender so long as it is a Defaulting Lender;


 


(b)          if
any Swingline Exposure or Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of such Swingline Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance
with their respective Revolving Credit Commitment Percentages but only to the extent the sum of all Non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and Letter of Credit Exposure does not exceed
the total of all non- Defaulting Lenders’ Revolving Credit Commitments;


 




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(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one
Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and
(y) second, cash collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation
pursuant to clause (i) above) in accordance with the procedures set forth in Section 3.8 for so long as such Letter
of Credit Exposure is outstanding;


 


(iii)        if
any portion of such Defaulting Lender’s Letter of Credit Exposure is cash collateralized pursuant to clause (ii) above,
the Borrower shall not be required to pay the Letter of Credit Fee with respect to such portion of such Defaulting Lender’s
Letter of Credit Exposure so long as it is cash collateralized;


 


(iv)        if
any portion of such Defaulting Lender’s Letter of Credit Exposure is reallocated to the Non-Defaulting Lenders pursuant to
clause (i) above, then the Letter of Credit Fee with respect to such portion shall be allocated among the Non-Defaulting
Lenders in accordance with their Revolving Credit Commitment Percentages; or


 


(v)         if
any portion of such Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant
to this Section 2.16(b), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Lender
hereunder, the Letter of Credit Fee payable with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable
to the Letter of Credit Issuer until such Letter of Credit Exposure is cash collateralized and/or reallocated;


 


(c)          so
long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Letter
of Credit Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related
exposure will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders and/or cash collateralized in accordance
with Section 2.16(b), and participations in any such newly issued or increased Letter of Credit or newly made Swingline
Loan shall be allocated among Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages
(and Defaulting Lenders shall not participate therein); and


 


(d)          any
amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including
any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 13.8(a) but excluding Section
13.7) may, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated
non- interest bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined
by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Letter of Credit Issuer
or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participation
in any Swingline Loan or Letter of Credit 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, (iv) fourth, if so determined by the Administrative Agent
and Holdings, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement,
(v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court
of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans
or Reimbursement Obligations which a Defaulting Lender has funded its participation obligations and (y) made at a time when the
conditions set forth in Section 7 are satisfied, such payment shall be applied solely to prepay the Loans of, and Reimbursement
Obligations owed to, all Non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or Reimbursement
Obligations owed to, any Defaulting Lender.


 




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In the event that the
Administrative Agent, the Borrower, the Letter of Credit Issuer or the Swingline Lender, as the case may be, each agrees that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure
and Letter of Credit Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and
on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine
may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Credit Commitment Percentage. The
rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to other rights and remedies that
the Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Non-Defaulting Lenders may have
against such Defaulting Lender. The arrangements permitted or required by this Section 2.16 shall be permitted under this
Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise.


 


Section
3.          Letters of Credit


 


Section
3.1           Letters of Credit.








 


(a)          Subject
to and upon the terms and conditions herein set forth, at any time and from time to time after the Closing Date and prior to the
L/C Facility Maturity Date, the Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders
set forth in this Section 3, to issue from time to time from the Closing Date through the L/C Facility Maturity Date upon
the request of, and for the direct or indirect benefit of, Holdings, the Borrower and the Restricted Subsidiaries, a letter of
credit or letters of credit (the “Letters of Credit” and each, a “Letter of Credit”) in such
form as may be approved by the Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be
a co-applicant and shall be jointly and severally liable with respect to, each Letter of Credit issued for the account of Holdings
or a Restricted Subsidiary.


 


(b)          Notwithstanding
the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding
at such time, would exceed the Letter of Credit Commitment then in effect; (ii) no Letter of Credit shall be issued the Stated
Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof
to exceed the Total Revolving Credit Commitment then in effect; (iii) [reserved]; (iv) each Letter of Credit shall have an expiration
date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided
that in no event shall such expiration date occur later than the L/C Facility Maturity Date, in each case, unless otherwise agreed
upon by the Administrative Agent and the Letter of Credit Issuer; (iv) each Letter of Credit shall be denominated in Dollars, Euro
or an Alternative Currency; (v) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary
of the Letter of Credit to have a Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by a Letter
of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving
Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as the Letter of Credit
Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such
notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.


 




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(c)          Upon
at least two Business Days’ prior written notice to the Administrative Agent and the Letter of Credit Issuer (which the Administrative
Agent shall promptly notify the applicable Lenders), the Borrower shall have the right, on any day, permanently to terminate or
reduce the Letter of Credit Commitment in whole or in part, provided that, after giving effect to such termination or reduction,
the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment.


 


(d)          The
parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement,
without any further action by the Borrower, the Letter of Credit Issuer or any other Person.


 


(e)          The
Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(i)          any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter
of Credit Issuer from issuing such Letter of Credit, or any law applicable to the Letter of Credit Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall
prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction,
reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on
the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable
on the Closing Date and which the Letter of Credit Issuer in good faith deems material to it;


 


(ii)         the
issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer applicable to letters of credit
generally;


 


(iii)        except
as otherwise agreed by the Administrative Agent and the Letter of Credit Issuer, such Letter of Credit is in an initial Stated
Amount less than $100,000 or the Dollar Equivalent thereof, in the case of a commercial Letter of Credit, or $10,000 or the Dollar
Equivalent thereof, in the case of a standby Letter of Credit;


 


(iv)        unless
otherwise agreed by the Administrative Agent and the applicable Letter of Credit Issuer, such Letter of Credit is denominated in
a currency other than Dollars or an Alternative Currency;


 


(v)         unless
otherwise agreed by the Administrative Agent and the applicable Letter of Credit Issuer, the Letter of Credit Issuer does not as
of the issuance date of such requested Letter of Credit issue letters of credit in the requested currency;


 


(vi)        such
Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or


 


(vii)       a
default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender
is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower has entered into arrangements satisfactory to
the Letter of Credit Issuer to eliminate the Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender.


 




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(f)          The
Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time
to issue such Letter of Credit in its amended form under the terms hereof.


 


(g)          The
Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit 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.


 


(h)          The
Letter of Credit 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 the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Letter of Credit 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 Section 13 included the Letter of Credit
Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer.


 


Section
3.2           Letter of Credit Requests.








 


(a)          Whenever
the Borrower desires that a Letter of Credit be issued for its account or amended, it shall give the Administrative Agent and the
Letter of Credit Issuer a Letter of Credit Request by no later than 1:00 p.m. (New York City time) at least two (or such lesser
number as may be agreed upon by the Administrative Agent and the Letter of Credit Issuer) Business Days prior to the proposed date
of issuance or amendment. Each notice shall be executed by the Borrower and shall be substantially in the form of Exhibit E (each
a “Letter of Credit Request”).


 


(b)          In
the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail
satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the Stated Amount thereof in the relevant currency; (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 and (G) such other matters as the
Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Request shall specify in form and detail reasonably satisfactory to the Letter of Credit Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, the Borrower shall furnish
to the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter
of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or the Administrative Agent may
reasonably require.


 


(c)          Promptly
after receipt of any Letter of Credit Request, the Letter of Credit Issuer will confirm with the Administrative Agent in writing
that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not, the Letter of
Credit Issuer will provide the Administrative Agent with a copy thereof. Unless the Letter of Credit Issuer has received written
notice from any Revolving Credit Lender, the Administrative Agent or any Credit Party, at least one Business Day prior to the requested
date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Sections
6 and 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Letter of Credit Issuer shall,
on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Restricted Subsidiary) or enter
into the applicable amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and
customary business practices.


 




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(d)          If
the Borrower so requests in any applicable Letter of Credit Request, the Letter of Credit Issuer may agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the Letter of Credit 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 not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower shall
not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Facility Maturity Date, unless
otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer; provided, however, that the Letter
of Credit Issuer shall not permit any such extension if (A) the Letter of Credit Issuer has reasonably determined that it would
not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under
the terms hereof (by reason of the provisions of clause (b) of Section 3.1 or otherwise), or (B) it has received
written notice on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative
Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent,
any Lender or the Borrower that one or more of the applicable conditions specified in Sections 6 and 7 are not then
satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.


 


(e)          Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit (including any Existing Letter of Credit) to
an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the Borrower
and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. On the last Business Day of each month,
each Letter of Credit Issuer shall provide the Administrative Agent a list of all Letters of Credit (including any Existing Letter
of Credit) issued by it that are outstanding at such time.


 


(f)          The
making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that the Letter of
Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b).


 


Section
3.3           Letter of Credit Participations.


  


(a)          Immediately
upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold
and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3,
an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have
purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation
(each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage
in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this
Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit
Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b)
and the L/C Participants shall have no right to receive any portion of any Fronting Fees.


 




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(b)          In
determining whether to pay under any Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation relative to
the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered
and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be
taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted
in the absence of gross negligence or willful misconduct as determined in the final non-appealable judgment of a court of competent
jurisdiction, shall not create for the Letter of Credit Issuer any resulting liability.


 


(c)          In
the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not
have repaid such amount in full to the respective Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit
Issuer shall promptly notify the Administrative Agent and each L/C Participant of such failure, and each L/C Participant shall
promptly and unconditionally pay to the Administrative Agent for the account of the Letter of Credit Issuer, the amount of such
L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent of such unreimbursed payment in Dollars
and in immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative
Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising
from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final non-appealable
judgment of a court of competent jurisdiction. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time)
on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, such L/C Participant shall make available
to the Administrative Agent for the account of the Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment
Percentage of the amount of such payment no later than 1:00 p.m. (New York City time) on such Business Day in Dollars and in immediately
available funds. If and to the extent such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of
the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant
agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together
with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account
of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative,
processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing.
The failure of any L/C Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer
its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant
of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving
Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant
shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent such other L/C
Participant’s Revolving Credit Commitment Percentage of any such payment.


 


(d)          Whenever
the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative
Agent has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to clause
(c) above, the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay
to each L/C Participant that has paid its Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and
in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount
originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the Dollar Equivalent of the
amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C
Participations at the Overnight Rate.


 




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(e)          The
obligations of the L/C Participants to make payments to the Administrative Agent for the account of a Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification
or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances,
including under any of the following circumstances:


 


(i)          any
lack of validity or enforceability of this Agreement or any of the other Credit Documents;


 


(ii)         the
existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a
Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative
Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit,
the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and
the beneficiary named in any such Letter of Credit);


 


(iii)        any
draft, certificate or any other document presented under any 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;


 


(iv)        the
surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or


 


(v)         the
occurrence of any Default or Event of Default;


 


provided,
however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of
Credit Issuer its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by the
Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer, as determined in the final non-appealable judgment of a court of competent
jurisdiction.








 






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Section
3.4           Agreement to Repay Letter of Credit Drawings.


 


(a)          The
Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment in with respect to any drawing under any Letter
of Credit in the same currency in which such drawing was made unless (A) the Letter of Credit Issuer (at its option) shall have
specified in the notice of drawing that it will require reimbursement in Dollars, or (B) in the absence of any such requirement
for reimbursement in Dollars, the Borrower shall have notified the Letter of Credit Issuer promptly following receipt of the notice
of drawing that the Borrower will reimburse the Letter of Credit Issuer in Dollars. In the case of any reimbursement in Dollars
of a drawing of a Letter of Credit denominated an Alternative Currency, the Letter of Credit Issuer shall notify the Borrower of
the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Any such reimbursement shall be
made by the Borrower to the Administrative Agent in immediately available funds for any payment or disbursement made by the Letter
of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”)
no later than the date that is one Business Day after the date on which the Borrower receives notice of such payment or disbursement
(the “Reimbursement Date”), with interest on the amount so paid or disbursed by the Letter of Credit Issuer,
to the extent not reimbursed prior to 5:00 p.m. (New York City time) on the Reimbursement Date, from the Reimbursement Date to
the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be (i) with respect to
a Letter of Credit denominated in Dollars, the Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR as
in effect from time to time and (ii) with respect to a Letter of Credit denominated in Euros or an Alternative Currency, the Applicable
Margin for LIBOR Loans that are Revolving Credit Loans plus the LIBOR as in effect from time to time, provided that, notwithstanding
anything contained in this Agreement to the contrary, (i) unless the Borrower shall have notified the Administrative Agent and
the relevant Letter of Credit Issuer prior to 1:00 p.m. (New York City time) on the Reimbursement Date that the Borrower intends
to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the
Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving
Credit Lenders make Revolving Credit Loans (which shall be denominated in Dollars and which shall be ABR Loans) on the Reimbursement
Date in the amount, or Dollar Equivalent of the amount, as applicable, of such drawing and (ii) the Administrative Agent shall
promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof,
and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars in the manner
deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00
p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative
Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall
use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid
Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Facility
Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an
Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds
received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing
under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in respect of such Letter
of Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit expires or is returned undrawn
while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not
been paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this
Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding Revolving Credit Loans when due in
accordance with the terms of this Agreement.


 


(b)          The
obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective
of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter
of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense
based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of
the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing and without regard
to any adverse change in the relevant exchange rates or in the availability of any Alternative Currency to the Borrower or in the
relevant currency markets generally, provided that the Borrower shall not be obligated to reimburse the Letter of Credit
Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts
or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the
final non-appealable judgment of a court of competent jurisdiction.


 






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Section
3.5           Increased Costs. If any Change in Law
shall occur and any Governmental Authority, central bank or comparable agency shall either (x) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of
Credit Issuer, or any L/C Participant’s L/C Participation therein, or (y) impose on the Letter of Credit Issuer or any
L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C
Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of
any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing,
maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the
Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i)
Taxes indemnifiable under Section 5.4 or (ii) Excluded Taxes) in respect of Letters of Credit or L/C Participations
therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C
Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant
to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to
the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of
Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the
Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s
compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the
Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the
case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or
amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and
binding on the Borrower absent clearly demonstrable error.








 


Section
3.6           New or Successor Letter of Credit Issuer.


  


(a)          The
Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 60 days’ prior written notice to the Administrative
Agent, the Lenders, Holdings and the Borrower. The Borrower may replace a Letter of Credit Issuer for any reason upon written notice
to the Administrative Agent and the Letter of Credit Issuer. The Borrower may add Letter of Credit Issuers at any time upon notice
to the Administrative Agent. If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide to add
a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint from among the Lenders a successor issuer of
Letters of Credit or a new Letter of Credit Issuer, as the case may be, or, with the consent of the Administrative Agent (such
consent not to be unreasonably withheld), another successor or new issuer of Letters of Credit, whereupon such successor issuer
shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer under this Agreement and the
other Credit Documents, or such new issuer of Letters of Credit shall be granted the rights, powers and duties of a Letter of Credit
Issuer hereunder, and the term “Letter of Credit Issuer” shall mean such successor or such new issuer of Letters of
Credit effective upon such appointment. At the time such resignation or replacement shall become effective, the Borrower shall
pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees applicable to the Letters of Credit pursuant
to Sections 4.1(c) and 4.1(d). The acceptance of any appointment as a Letter of Credit Issuer hereunder whether as
a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered
into by such new or successor issuer of Letters of Credit, in a form satisfactory to the Borrower and the Administrative Agent
and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become a “Letter
of Credit Issuer” hereunder. After the resignation or replacement of a Letter of Credit Issuer hereunder, the resigning or
replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter
of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such
resignation or replacement, but shall not be required to issue additional Letters of Credit. In connection with any resignation
or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer
of Letters of Credit shall have been appointed), either (i) the Borrower, the resigning or replaced Letter of Credit Issuer and
the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced
Letter of Credit Issuer replaced with Letters of Credit issued by the successor issuer of Letters of Credit or (ii) the Borrower
shall cause the successor issuer of Letters of Credit, if such successor issuer is reasonably satisfactory to the replaced or resigning
Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced Letter of Credit Issuer
as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters
of Credit shall be denominated in the same currency as, and shall have a face amount equal to, the Letters of Credit being back-stopped
and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters
of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement as Letter of Credit Issuer,
the provisions of this Agreement relating to a Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted
to be taken by it (A) while it was a Letter of Credit Issuer under this Agreement or (B) at any time with respect to Letters of
Credit issued by such Letter of Credit Issuer.


 






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(b)          To
the extent there are, at the time of any resignation or replacement as set forth in clause (a) above, any outstanding Letters
of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect
to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of Fees or the reimbursement
or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer
of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (a) above.


 


Section
3.7           Role of Letter of Credit Issuer.   Each Lender
and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit 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 Letter of Credit Issuer, the Administrative Agent, any of their respective Affiliates nor any correspondent,
participant or assignee of the Letter of Credit 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 Required Revolving Credit Lenders; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct as determined in the final non- appealable judgment of a court of competent
jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any
Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude
the Borrower’s pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under
any other agreement. None of the Letter of Credit Issuer, the Administrative Agent, any of their respective Affiliates nor any
correspondent, participant or assignee of the Letter of Credit Issuer shall be liable or responsible for any of the matters described
in Section 3.3(e); provided that anything in such Section to the contrary notwithstanding, the Borrower may have
a claim against the Letter of Credit Issuer, and the Letter of Credit 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 the Borrower
proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence or the Letter of Credit Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit in each case as determined in the final non-appealable
judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the Letter of Credit 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, and the Letter of Credit 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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Section
3.8           Cash Collateral.





 


(a)          Upon
the request of the Required Revolving Credit Lenders if, as of the L/C Facility Maturity Date, there are any Letters of Credit
Outstanding, the Borrower shall immediately Cash Collateralize the then Letters of Credit Outstanding for which the Borrower is
(directly or indirectly) liable.


 


(b)          The
Administrative Agent acting in its reasonable discretion, may, at any time and from time to time after the initial deposit of Cash
Collateral, request that additional Cash Collateral be provided in the event such Cash Collateral previously provided is inadequate
as a result of exchange rate fluctuations.


 


(c)          If
any Event of Default shall occur and be continuing, the Administrative Agent or the Revolving Credit Lenders with Letter of Credit
Exposure representing greater than 50% of the total Letter of Credit Exposure may require that the L/C Obligations be Cash Collateralized;
provided that in the case of an Event of Default under Section 11.5, the obligation to Cash Collateralize the Letter
of Credit Exposure shall be automatic.


 


(d)          For
purposes of this Section 3.8, “Cash Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash
or deposit account balances in the currencies in which the Letters of Credit Outstanding are denominated and in an amount equal
to the amount of the Letters of Credit Outstanding required to be Cash Collateralized pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer (which documents are hereby consented to by
the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for
the benefit of the Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and
all balances therein and all proceeds of the foregoing to secure its obligations under the Letters of Credit Outstanding. Cash
Collateral shall be maintained in blocked, interest bearing deposit accounts with the Administrative Agent.


 


Section
3.9           Applicability of ISP and UCP.   Unless
otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International
Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.


 


Section
3.10         Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.


 


Section
3.11         Letters of Credit Issued for Restricted Subsidiaries.  
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, Holdings or a Restricted Subsidiary, the Borrower shall be obligated to reimburse the Letter of Credit Issuer hereunder for
any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for
the account of Holdings or Restricted Subsidiaries inures to the benefit of the Borrower if it acted as a co-applicant, and that
the Borrower’s business derives substantial benefits from the businesses of Holdings and all Restricted Subsidiaries.


 




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Section
4.          Fees


 


Section
4.1           Fees.


 


(a)          Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender
(in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the “Commitment
Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Commitment Fee shall be payable
(x) quarterly in arrears on the last Business Day of each March, June, September and December (for the three-month period (or portion
thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period
ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each
day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available Commitment in
effect on such day.


 


(b)          Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders
pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s
or any of its Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from the date of issuance
of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day equal to
the Applicable Margin for LIBOR Rate Revolving Credit Loans less the Fronting Fee set forth in clause (d) below. Except
as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each
March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters
of Credit Outstanding shall have been reduced to zero.


 


(c)          Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees
as have been previously agreed in writing or as may be agreed in writing from time to time.


 


(d)          Without
duplication, the Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued
by it on the Borrower’s behalf (the “Fronting Fee”), for the period from the date of issuance of such
Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum
on the average daily Stated Amount of such Letter of Credit subject to a minimum of $500 per annum (or at such other rate per annum
as agreed in writing between the Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly
in arrears on the last Business Day of each March, June, September and December and (y) on the date upon which the Total Revolving
Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.


 


(e)          Without
duplication, the Borrower agrees to pay directly to the Letter of Credit Issuer in Dollars upon each issuance or renewal of, drawing
under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower shall have
agreed upon for issuances or renewals of, drawings under or amendments of, letters of credit issued by it.


 


(f)          Notwithstanding
the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.


 




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Section
4.2           Voluntary Reduction of Revolving Credit Commitments.   
Upon at least two Business Days’ prior written notice to the Administrative Agent at the Administrative Agent’s Office
(which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without
premium or penalty, on any day, permanently to terminate or reduce the Revolving Credit Commitments in whole or in part, provided
that (a) any such reduction shall apply proportionately and permanently to reduce the Revolving Credit Commitment of each
of the Lenders of any applicable Class, except that (i) notwithstanding the foregoing, in connection with the establishment on
any date of any Extended Revolving Credit Commitments pursuant to Section 2.14(f), the Revolving Credit Commitments of
any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal
to the amount of Revolving Credit Commitments so extended on such date (provided that (x) after giving effect to any such
reduction and to the repayment of any Revolving Credit Loans made on such date, the Revolving Credit Exposure of any such Lender
does not exceed the Revolving Credit Commitment thereof and (y) for the avoidance of doubt, any such repayment of Revolving Credit
Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 5.3(a) with respect
to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant
to Section 2.14(f) of Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit Commitments
and Extended Revolving Credit Loans pursuant to Section 2.14(f) prior to any reduction being made to the Revolving Credit
Commitment of any other Lender) and (ii) the Borrower may at its election permanently reduce the Revolving Credit Commitment of
a Defaulting Lender to $0 without affecting the Revolving Credit Commitments of any other Lender, (b) any partial reduction pursuant
to this Section 4.2 shall be in the amount of at least $5,000,000 and (c) after giving effect to such termination or reduction
and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’
Revolving Credit Exposures shall not exceed the Total Revolving Credit Commitment and the aggregate amount of the Lenders’
Revolving Credit Exposures in respect of any Class shall not exceed the aggregate Revolving Credit Commitment of such Class.


 


Section
4.3           Mandatory Termination of Commitments.





 


(a)          The
Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.


 


(b)          The
Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity Date.


 


(c)          The
Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on the Swingline Maturity Date.


 


(d)          The
New Term Loan Commitment for any Series shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00
p.m. (New York City time) on the Increased Amount Date for such Series.


 




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Section
5.          Payments


 


Section
5.1           Voluntary Prepayments.


  


The Borrower shall
have the right to prepay its Term Loans, Revolving Credit Loans and Swingline Loans, as applicable, in each case, without premium
or penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative
Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment
and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower
no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans denominated in Dollars, three Business Days prior
to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iii) in the case of Swingline Loans,
on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline
Lender, as the case may be; (b) each partial prepayment of (1) any Borrowing of LIBOR Loans denominated in Dollars shall be in
a minimum amount of $2,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof)
in excess thereof, (2) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of
$500,000 in excess thereof, and (3) Swingline Loans shall be in the full amount of thereof, provided that no partial prepayment
of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to
an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) in the case of any prepayment of LIBOR
Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower
shall, after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis
for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section
2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or
Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan
Repayment Amounts, and, subject to Section 2.14(f), Extended Term Loan Repayment Amounts, as the case may be, in each case,
in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this
Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding
the foregoing, the Borrower may not repay Extended Term Loans of any Extension Series unless such prepayment is accompanied by
a pro rata repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (or such
Term Loans of the Existing Term Loan Class have otherwise been repaid in full).


 


Section
5.2           Mandatory Prepayments.





 


(a)          Term
Loan Prepayments.  (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after
its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below)
and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds,
within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below,
Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided
that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each
case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or
repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished)
with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations to the extent any applicable Permitted
Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase such
Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of
(x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount
of the Permitted Other Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations
and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the
sum of the outstanding principal amount of such Permitted Other Indebtedness and the outstanding principal amount of Term Loans.


 




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(ii)
[Reserved]


 


(iii) On each occasion
that Permitted Other Indebtedness is issued or incurred pursuant to Section 10.1(v), Borrower shall within three Business
Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay, in accordance with clause (c) below,
Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness.


 


(iv)
Notwithstanding any other provisions of this Section 5.2, (A) to the extent that any or all of the Net Cash Proceeds of
any Prepayment Event by a Foreign Subsidiary giving rise to a prepayment pursuant to clause (i) above (a “Foreign
Prepayment Event”) are prohibited or delayed by any Requirement of Law from being repatriated to the Borrower, the portion
of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in clause (i)
above, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable Requirement
of Law (including due to a material risk of a breach of fiduciary or statutory duties by any director or officer (or equivalent
titles) of such Foreign Subsidiary) will not permit repatriation to the Borrower (the Borrower hereby agreeing to cause the applicable
Foreign Subsidiary to promptly take all actions reasonably required by the applicable Requirement of Law to permit such repatriation),
and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Requirement of Law, such
repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than
ten Business Days after such repatriation) applied (net of any taxes payable or reserved against as a result thereof) to the repayment
of the Loans pursuant to clause (i) above, and (B) 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 Prepayment Event would have a material adverse tax consequence with respect
to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.


 


(b)          Repayment
of Revolving Credit Loans. If on the last day of any calendar month of the Borrower, the aggregate amount of the Lenders’
Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds
100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount
of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess.
If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving
Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters
of Credit Outstanding to the extent of such excess. If on any date the aggregate amount of the Lenders’ Revolving Credit
Exposures in respect of any Class of Revolving Credit Loans for any reason exceeds 100% of the Revolving Credit Commitment of such
Class then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans of such Class in an amount equal to
such excess. If after giving effect to the prepayment of all outstanding Revolving Credit Loans of such Class, the Revolving Credit
Exposures of such Class exceed the Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize
the Letters of Credit Outstanding in relation to such Class to the extent of such excess.


 


(c)          Application
to Repayment Amounts. Each prepayment of Term Loans required by Section 5.2(a)(i) shall be allocated pro rata among
the Initial Term Loans, the New Term Loans and the Extended Term Loans based on the applicable remaining Repayment Amounts due
thereunder and shall be applied first, to accrued interest and fees due on the amount of prepayment of Term Loans and second, within
each Class of Term Loans in respect of such Term Loans in direct order of maturity thereof or as otherwise directed by the Borrower;
provided that if any Class of Extended Term Loans have been established hereunder, the Borrower may allocate such prepayment
in its sole discretion to the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted.
With respect to each such prepayment, the Borrower will, not later than the date specified in Section 5.2(a) for making
such prepayment, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment
to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial
Term Loan Lender, New Term Loan Lender or Extended Term Loan Lender, as applicable.


 




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(d)          Application
to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the Borrower may, if applicable,
designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation
by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation
in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.


 


(e)          Application
to Revolving Credit Loans. With respect to each prepayment of Revolving Credit Loans required by Section 5.2(b), the
Borrower may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii)
the Revolving Credit Loans to be prepaid, provided that (y) each prepayment of any Loans made pursuant to a Borrowing shall
be applied pro rata among such Loans; and (z) notwithstanding the provisions of the preceding clause (y), no prepayment
of Revolving Credit Loans shall be applied to the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing
by the Borrower. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent
shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage
costs owing under Section 2.11.


 


Section
5.3           Method and Place of Payment.


 


(a)          Except
as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim
or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, in the case
of the Swingline Loans to the Swingline Lender) or the Letter of Credit Issuer entitled thereto, as the case may be, not later
than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the
Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice
to the Borrower (or, in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose
by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to
make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making
of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal,
interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under
each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will
thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00
p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest
or Fees ratably to the Lenders entitled thereto.


 


(b)          Any
payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next
succeeding Business Day in the Administrative Agent’s sole discretion (or, in the case of the Swingline Loans, at the Swingline
Lender’s sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect immediately prior to such extension.


 




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Section
5.4           Net Payments.


 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)          Any
and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the
extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. If, however,
applicable laws require any Credit Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld
or deducted in accordance with such laws as reasonably determined by such withholding agent.


 


(ii)         If
any Credit Party or the Administrative Agent shall be required to withhold or deduct any Taxes from any payment, then (A) such
withholding agent shall withhold or make such deductions as are reasonably determined by such withholding agent to be required
by applicable law, (B) such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have
been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) the Administrative
Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or
deductions been made.


 


(b)          Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law or timely reimburse the Administrative Agent
or any Lender for the payment of any Other Taxes.


 


(c)          Tax
Indemnifications. Without limiting the provisions of subsection (a) or (b) above, in respect of any Borrowing by the Borrower,
the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof
within 15 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) payable by the Administrative
Agent or such Lender, as the case may be, and any 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
as to the amount of any such payment or liability (along with a written statement setting forth in reasonable detail the basis
and calculation of such amounts) delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error. If the Borrower reasonably believes that any such Indemnified Taxes
or Other Taxes were not correctly or legally asserted, the Administrative Agent and/or each affected Lender will use reasonable
efforts to cooperate with the Borrower in pursuing a refund of such Indemnified Taxes or Other Taxes so long as such efforts would
not, in the sole determination of the Administrative Agent or affected Lender, result in any additional costs, expenses or risks
or be otherwise disadvantageous to it.


 




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(d)          Evidence
of Payments. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided
in this Section 5.4, the Borrower or the Administrative Agent shall deliver to the Administrative Agent or the Lender, as
the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a
copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Lender
or the Administrative Agent, as the case may be.


 


(e)          Status
of Lenders and the Administrative Agent; Tax Documentation.


 


(i)          Each
Lender shall deliver to the Borrower and to the Administrative Agent, at such time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing
authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative
Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Credit Document are subject
to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available
exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant
to any Credit Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.
Any documentation and information required to be delivered by a Lender pursuant to this Section 5.4(e) (including any specific
documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on or prior to the Closing Date (or on
or prior to the date it becomes a party to this Agreement), (ii) on or before any date on which such documentation expires or becomes
obsolete or invalid, (iii) after the occurrence of any change in the Lender’s circumstances requiring a change in the most
recent documentation previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter
if reasonably requested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the
Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided.


 


(ii)         Without
limiting the generality of the foregoing:


 


(A)         any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent
as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject
to backup withholding or information reporting requirements;


 


(B)         each
Non-U.S. Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding
tax with respect to any payments hereunder or under any other Credit Document shall deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) whichever of the following is applicable:


 


(1)         executed
originals of Internal Revenue Service Form W-8BEN-E (or any successor form thereto) claiming eligibility for benefits of an income
tax treaty to which the United States is a party;


 


(2)         executed
originals of Internal Revenue Service Form W-8ECI (or any successor form thereto);


 




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


 


(4)         where
such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender
has sold a participation), IRS Form W-8IMY (or any successor thereto) and all required supporting documentation (including, where
one or more of the underlying beneficial owner(s) is claiming the benefits of the portfolio interest exemption, a Non-Bank Tax
Certificate of such beneficial owner(s)) (provided that, if the Non-U.S. Lender is a partnership and not a participating Lender,
the Non-Bank Tax Certificate(s) may be provided by the Non-U.S. Lender on behalf of the beneficial owner(s)); or


 


(5)         executed
originals of any other form prescribed by applicable laws as a basis for claiming exemption from or a reduction in United States
federal withholding tax together with such supplementary documentation as may be prescribed by applicable laws to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(C)         if
a payment made to a Lender under any Credit Document would be subject to U.S. 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 clause (C),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)        Notwithstanding
anything to the contrary in this Section 5.4, no Lender shall be required to deliver any documentation that it is not legally
eligible to deliver.


 




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(f)          Treatment
of Certain Refunds. Subject to the last sentence in Section 5.4(c), at no time shall the Administrative Agent or
any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender
determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section,
the Administrative Agent or such Lender (as applicable) shall promptly pay to the Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by the Credit Parties under this Section with respect
to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out- of-pocket expenses (including any Taxes) incurred
by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. In such event, the Administrative Agent or such Lender,
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 the Administrative
Agent or such Lender may delete any information therein that it deems confidential). This subsection shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes
that it deems confidential) to any Credit Party or any other Person.


 


(g)          For
the avoidance of doubt, for purposes of this Section 5.4, the term “Lender” includes any Letter of Credit Issuer
and any Swingline Lender.


 


Section
5.5           Computations of Interest and Fees.


 


(a)          Except
as provided in the next succeeding sentence, interest on LIBOR Loans and ABR Loans shall be calculated on the basis of a 360-day
year for the actual days elapsed. Interest on (i) ABR Loans in respect of which the rate of interest is calculated on the basis
of the Administrative Agent’s prime rate, (ii) Loans denominated in Pounds Sterling and (iii) Loans denominated in Canadian
Dollars shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.


 


(b)          Fees
and the average daily Stated Amount of Letters of Credit shall be calculated on the basis of a 360-day year for the actual days
elapsed.


 


Section
5.6           Limit on Rate of Interest.


 


(a)          No
Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any
interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the
amount or rate permitted under or consistent with any applicable law, rule or regulation (the “Maximum Rate”).


 


(b)          Payment
at Highest Lawful Rate. If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a
result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent with applicable
laws, rules and regulations.


 


(c)          Adjustment
if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate the
Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would
be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be deemed
to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so
prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required
to be paid by the Borrower to the affected Lender under Section 2.8; provided that to the extent lawful, the interest
or other amounts that would have been payable but were not payable as a result of the operation of this Section shall be cumulated
and the interest payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.


 




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Notwithstanding the foregoing,
and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount
in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by notice in
writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such
reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower.


 


Section
6.          Conditions Precedent to Initial Borrowing


 


The initial Borrowing under
this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed between Holdings
and the Administrative Agent.


 


Section
6.1           Credit Documents. The Administrative Agent
shall have received:


 


(a)          this
Agreement, executed and delivered by a duly authorized officer of Holdings, the Borrower and each Lender;


 


(b)          the
Guarantee, executed and delivered by a duly authorized officer of each Guarantor;


 


(c)          the
Pledge Agreement, executed and delivered by a duly authorized officer of each pledgor party thereto; and


 


(d)          the
Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto.


 


Section
6.2           Collateral. Except for any items referred to
on Schedule 9.14(e):


 


(a)          (i)
All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary that is directly owned by or on
behalf of any Credit Party and required to be pledged pursuant to the Security Documents shall have been pledged pursuant thereto
and (ii) the Collateral Agent shall have received the certificates representing securities of the Borrower and each Restricted
Subsidiary pledged under the Security Documents and instruments evidencing the Indebtedness pledged under the Security Documents,
in each case, accompanied by instruments of transfer and undated stock powers or allonges, as applicable, endorsed in blank;


 


(ii)
All Uniform Commercial Code or other applicable personal property and financing statements and Intellectual Property security agreements,
reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by
any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document
shall have been delivered to the Collateral Agent and, if applicable, be in proper form for filing, registration or recording;
and


 




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(iii) the Administrative
Agent shall have received a completed Perfection Certificate, dated the Closing Date, executed and delivered by a duly authorized
officer of each Credit Party, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial
Code, tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect
to the Credit Parties as the Collateral Agent may reasonably request and copies of the financing statements (or similar documents)
disclosed by such search and evidence reasonably satisfactory to the Collateral Agent that the Liens indicated by such financing
statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with
the closing under this Agreement, released (or arrangements reasonably satisfactory to the Collateral Agent for such release shall
have been made).


 


(b)          The
Guarantee shall be in full force and effect.


 


Section
6.3           Legal Opinions. The Administrative Agent shall
have received an executed legal opinion, in customary form, of (A) Kirkland & Ellis LLP, counsel to the Credit Parties, (B)
Parker Poe Adams & Bernstein LLP, as South Carolina counsel to the Credit Parties and (C) Bingham Greenebaum Doll LLP, as
Ohio counsel to the Credit Parties.


 


Section
6.4           [Reserved].


 


Section
6.5           Closing Certificates. The Administrative Agent
shall have received a certificate of the Credit Parties, dated the Closing Date, substantially in the form of Exhibit F, with
appropriate insertions, executed by the President, Chief Financial Officer, Chief Executive Officer, the General Counsel, Treasurer
or Assistant Treasurer of each such Credit Party, and attaching the documents referred to in Section 6.6.


 


Section
6.6           Authorization of Proceedings of Each Credit Party;
Corporate Documents. The Administrative Agent shall have received (i) a copy of the resolutions of the board of directors
of each Credit Party (or a comparable governing body thereof) authorizing (a) the execution, delivery and performance of the Credit
Documents (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of
credit contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement
or other comparable organizational documents, as applicable, of each Credit Party and (iii) signature and incumbency certificates
(or other comparable documents evidencing the same) of the Authorized Officers of each Credit Party executing the Credit Documents
to which it is a party.


 


Section
6.7           Fees. The Agents and Lenders shall have received,
substantially simultaneously with the funding of the Initial Term Loans, fees and, to the extent invoiced at least three business
days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) reasonable out-of-pocket expenses in the
amounts previously agreed in writing to be received on the Closing Date (which amounts may, at the Borrower’s option, be
offset against the proceeds of the Initial Term Loans).


 


Section
6.8           Representations and Warranties. On the Closing
Date, the Company Representations and the Specified Representations shall be true and correct in all material respects (or if
qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving
effect to such qualification)).


 


Section
6.9           Solvency Certificate. On the Closing Date,
the Administrative Agent shall have received a certificate from the Chairman, the President, the Chief Executive Officer, the
Chief Financial Officer, the General Counsel, the Treasurer, the Assistant Treasurer, the Secretary, the Assistant Secretary or
the Controller of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on
a consolidated basis with its Restricted Subsidiaries is Solvent.


 




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Section
6.10         Acquisition. Substantially concurrently with the initial
Credit Event hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement
(or the Joint Lead Arrangers and Bookrunners shall be reasonably satisfied with the arrangements in place for the consummation
of the Acquisition reasonably promptly after the initial Credit Event hereunder and shall have received confirmation from representatives
of Holdings that such actions shall be taken promptly after the initial Credit Event hereunder).


 


Section
6.11         Patriot Act. The Administrative Agent and the Joint Lead
Arrangers and Bookrunners shall have received at least two (2) business days prior to the Closing Date all documentation and other
information about the Borrower and the Guarantors shall have been reasonably requested in writing by the Administrative Agent
or the Joint Lead Arrangers and Bookrunners at least ten (10) days prior to the Closing Date about Holdings, the Borrower and
the Guarantors to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the Patriot Act.


 


Section
6.12         Pro Forma Balance Sheet. The Joint Lead Arrangers and
Bookrunners shall have received a pro forma consolidated balance sheet and related pro forma statement of income of the
Borrower as of and for the 12-month period ending December 27, 2014, prepared after giving effect to the Transactions as if
the Transactions had occurred as of such dates (in the case of such balance sheet) or at the beginning of such period (in the
case of such income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933,
as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial
Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R))


 


Section
6.13         Financial Statements. The Joint Lead Arrangers and Bookrunners
shall have received the Historical Financial Statements.


 


Section
6.14         No Company Material Adverse Effect. Since March 26, 2015,
there shall have not occurred a Material Adverse Effect (as defined in the Acquisition Agreement).


 


Section
6.15         Refinancing. Substantially simultaneously with the funding
of the Initial Term Loans and the Borrowings under the Revolving Credit Facility on the Closing Date, the Closing Date Refinancing
shall be consummated.


 


Section
7.          Conditions Precedent to All Credit Events


 


The agreement of each Lender
to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans required to
be made by the Revolving Credit Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4) and the obligation
of the Letter of Credit Issuer to issue Letters of Credit on any date is subject to the satisfaction of the following conditions
precedent (other than any New Term Loan used to finance a Limited Condition Acquisition where only Section 7.2 shall apply):


 


Section
7.1           No Default; Representations and Warranties.
At the time of each Credit Event and also after giving effect thereto (other than any Credit Event on the Closing Date) (a) no
Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit
Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect
as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations
and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and
correct in all material respects as of such earlier date).


 




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Section
7.2           Notice of Borrowing; Letter of Credit Request.


 


(a)          Prior
to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of
Section 2.3.


 


(b)          Prior
to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each
Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.3.


 


(c)          Prior
to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter
of Credit Request meeting the requirements of Section 3.2(a).


 


(d)          The
acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of
the Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of that time.


 


Section
8.          Representations, Warranties and Agreements


 


In order to induce the Lenders
to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, Holdings
and the Borrower make the following representations and warranties to, and agreements with, the Lenders, all of which shall survive
the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit (it being understood
that the following representations and warranties shall be deemed made with respect to any Non-U.S. Subsidiary only to the extent
relevant under applicable law):


 


Section
8.1           Corporate Status. Each Credit Party (a) is
duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite
power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified
and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified,
except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.


 


Section
8.2           Corporate Power and Authority. Each Credit
Party has the requisite power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents
to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery
and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit
Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit
Party enforceable in accordance with its terms (provided that, with respect to the creation and perfection of security
interests with respect to Capital Stock and Stock Equivalents of Non-U.S. Subsidiaries, only to the extent enforceability of such
obligation with respect to which Capital Stock and Stock Equivalents of Non- U.S. Subsidiaries is governed by the Uniform Commercial
Code), except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’
rights generally and subject to general principles of equity.


 




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Section
8.3           No Violation. Neither the execution, delivery
or performance by any Credit Party of the Credit Documents to which it is a party nor compliance with the terms and provisions
thereof nor the consummation of the Acquisition and the other transactions contemplated hereby or thereby will (a) contravene
any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental
instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or
assets of such Credit Party or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant
to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material
instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or
assets is bound (any such term, covenant, condition or provision, a “Contractual Requirement”) other than any
such breach, default or Lien that could not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision
of the certificate of incorporation, by-laws, articles or other organizational documents of such Credit Party or any of the Restricted
Subsidiaries.


 


Section
8.4           Litigation. There are no actions, suits or
proceedings pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or
any of the Subsidiaries that could reasonably be expected to result in a Material Adverse Effect.


 


Section
8.5           Margin Regulations. Neither the making of any
Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, U or X of the Board.


 


Section
8.6           Governmental Approvals. The execution, delivery
and performance of each Credit Document does not require any consent or approval of, registration or filing with, or other action
by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings
and recordings in respect of the Liens created pursuant to the Security Documents and (iii) such licenses, approvals, authorizations
or consents the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.


 


Section
8.7           Investment Company Act. None of Holdings, the
Borrower or any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment
Company Act of 1940, as amended.


 


Section
8.8           True and Complete Disclosure.


 


(a)          None
of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf
of Holdings, the Borrower, any of the Subsidiaries or any of their respective authorized representatives to the Administrative
Agent, any Joint Lead Arranger and Bookrunner, and/or any Lender on or before the Closing Date (including all such information
and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all
information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement
or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact
necessary to make such information and data (taken as a whole) not misleading at such time in light of the circumstances under
which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such
factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates,
forecasts and other forward-looking information) and information of a general economic or general industry nature.


 


(b)          The
projections (including financial estimates, forecasts and other forward- looking information) contained in the information and
data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable
at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and
that actual results during the period or periods covered by any such projections may differ from the projected results.


 




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Section
8.9           Financial Condition; Financial Statements.


 


(a)          The
Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the
Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby.
The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as at December 27, 2014 (including the notes
thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of
Holdings and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro
Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared
based on the Historical Financial Statements and have been prepared in good faith, based on assumptions believed by Holdings to
be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated
financial position of Holdings and its Subsidiaries as at December 27, 2014 (as if the Transactions had been consummated on such
date) and their estimated results of operations as if the Transactions had been consummated on December 27, 2014. The financial
statements referred to in clause (a) of this Section 8.9 have been prepared in accordance with GAAP consistently
applied except to the extent provided in the notes to said financial statements.


 


(b)          There
has been no Material Adverse Effect since the Closing Date.


 


Section
8.10         Compliance with Laws; No Default. Each Credit Party is
in compliance with all Requirements of Law applicable to it or its property, except where the failure to be so in compliance,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred
and is continuing.


 


Section
8.11         Tax Matters. Except as could not reasonably be expected
to have a Material Adverse Effect, (a) each of Holdings, the Borrower and each of the Subsidiaries has filed all Tax returns required
to be filed by it and has timely paid all Taxes payable by it (whether or not shown on a Tax return) that have become due, (b)
each of Holdings, the Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment
of management of Holdings, the Borrower or such Subsidiary, as applicable) in accordance with GAAP for the payment of all Taxes
not yet due and payable and (c) each of Holdings, the Borrower and each of the Subsidiaries has withheld amounts from their respective
employees for all periods in compliance with the Tax, social, security and unemployment withholding provisions of applicable law
and timely paid such withholdings to the respective Governmental Authorities.


 


Section
8.12         Labor Matters. Except as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, (a) there are no strikes or other labor disputes against
Holdings, the Borrower or any of the Subsidiaries pending or, to the knowledge of the Borrower, threatened and (b) the hours worked
by and payments made to employees of Holdings, the Borrower or any of the Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable law dealing with such matters.


 


Section
8.13         Compliance with ERISA.


 


(a)          Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no ERISA Event has occurred
or is reasonably expected to occur.


 




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(b)          Except
as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no Foreign Plan Event
has occurred or is reasonably expected to occur.


 


Section
8.14         Subsidiaries. Schedule 8.13 lists each Subsidiary
of Holdings and the Borrower (and the direct and indirect ownership interest of Holdings and the Borrower therein), in each case
existing on the Closing Date.


 


Section
8.15         Intellectual Property. Each of Holdings, the Borrower
and the Restricted Subsidiaries owns or has the right to use all Intellectual Property that is necessary for the operation of
their respective businesses as currently conducted, except where the failure of the foregoing could not reasonably be expected
to have a Material Adverse Effect.


 


Section
8.16         Environmental Laws.


 


(a)          Except
as could not reasonably be expected to have a Material Adverse Effect: (i) each of Holdings, the Borrower and the Restricted Subsidiaries
and their respective operations and properties are in compliance with all Environmental Laws; (ii) neither Holdings, nor the Borrower
nor any Restricted Subsidiary has received written notice of any Environmental Claim; (iii) neither Holdings, nor the Borrower
nor any Restricted Subsidiary is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental
Law at any location; and (iv) to the knowledge of the Borrower, no underground or above ground storage tank or related piping,
or any impoundment or other disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned
or lease by Holdings, the Borrower or any of the Restricted Subsidiaries.


 


(b)          Neither
Holdings, nor the Borrower nor any of the Restricted Subsidiaries has treated, stored, transported, Released or arranged for disposal
or transport for disposal or treatment of Hazardous Materials at, on, under or from any currently or, formerly owned or operated
property nor, to the knowledge of Borrower, has there been any other Release of Hazardous Materials at, on, under or from any such
properties, in each case, in a manner that could reasonably be expected to have a Material Adverse Effect.


 


Section
8.17         Properties.


 


(a)          Each
of Holdings, the Borrower and the Restricted Subsidiaries have good and valid record title to or valid leasehold interests in all
properties, including all Mortgaged Property, that are necessary for the operation of their respective businesses as currently
conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement) and except
where the failure to have such good and valid record title or valid leasehold interest could not reasonably be expected to have
a Material Adverse Effect and (b) no Mortgage encumbers improved Real Estate that is located in an area that has been identified
by FEMA a Special Hazard Area with respect to which flood insurance has been made available under the Flood Insurance Laws, as
amended, unless flood insurance has been obtained in accordance with Section 9.3(b).


 


Section
8.18         Solvency. On the Closing Date (after giving effect to
the Transactions), immediately following the making of each Loan and after giving effect to the application of the proceeds of
such Loans, the Borrower on a consolidated basis with its Restricted Subsidiaries will be Solvent.


 


Section
8.19         Patriot Act. On the Closing Date, the use of proceeds
of the Loans will not violate in any material respect the Patriot Act.


 




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Section
8.20         Anti-Terrorism; Anti-Money Laundering.
No Credit Party nor any of its Restricted Subsidiaries or, to their knowledge, any of their Related Parties (i) is in material
violation of any Sanctions, (ii) is in material violation of (A) the Trading with the Enemy Act or the International Emergency
Economic Powers Act, both, as amended, (B) any of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or (C) the PATRIOT Act (collectively,
the “Anti-Terrorism Laws”) or (iii) is a Sanctioned Person. No part of the proceeds of any Credit Event hereunder
will be unlawfully used directly or to the knowledge of a Credit Party, indirectly to fund any operations in, finance any investments
or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result
in any violation by any Person (including any Lender, the Joint Lead Arrangers and Bookrunners, the Administrative Agent, the
Letter of Credit Issuers or the Swingline Lender) of any Sanctions or Anti-Terrorism Laws applicable to Holdings or such Restricted
Subsidiary. Each Credit Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by each Credit Party and Related Parties with clauses (A) and (B) of the definition of Anti-Terrorism Laws above and each Credit
Party and Related Parties are in compliance with Anti-Terrorism Laws in all material respects.


 


Section
8.21         Anti-Corruption.
Each Credit Party has implemented and maintains in effect policies and procedures designed to ensure compliance by each
Credit Party and Related Parties with Anti-Corruption Laws and each Credit Party and Related Parties are in compliance with Anti-Corruption
Laws in all material respects. No part of the proceeds of any Credit Event hereunder will be used directly or to the Credit Party’s
knowledge indirectly in violation of Anti-Corruption Laws.


 


Section
8.22         Security Interest in Collateral. The provisions of this
Agreement and the other Credit Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Collateral
Agent, for the benefit of itself and the other Secured Parties, subject, as to enforceability, to applicable bankruptcy, insolvency
or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and
dealing, and upon the making of such filings and taking of such other actions required to be taken hereby or by the applicable
Credit Documents (including the filing of appropriate financing statements with the office of the Secretary of State of the state
of organization of each Credit Party, the filing of appropriate assignments or notices with the U.S. Patent and Trademark Office
and the U.S. Copyright Office, and the proper recordation of Mortgages and fixture filings with respect to any Mortgaged Property,
in each case in favor of the Collateral Agent for the benefit of the Secured Parties and the delivery to the Administrative Agent
of any stock certificates or promissory notes required to be delivered pursuant to the applicable Credit Documents), such Liens
constitute first priority perfected and continuing Liens on the Collateral under United States law of the type required by the
Security Documents, securing the Obligations.


 


Section
9.          Affirmative Covenants.


 


Each of Holdings and the
Borrower, with regard to itself and its Subsidiaries that are subject to the following covenants, hereby covenants and agrees that
on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and
the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder (other than contingent
indemnity obligations, Secured Hedge Obligations and Secured Cash Management Obligations), are paid in full:


 


Section
9.1           Information Covenants. Holdings will furnish
to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary
practice):


 




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(a)          Annual
Financial Statements. As soon as available and in any event within five days after the date on which such financial statements
are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not
required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated
balance sheets, and to the extent not publicly available, accompanied by a customary management’s discussion and analysis,
of Holdings and the Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations
and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years, all in reasonable
detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized
national standing whose opinion shall not be qualified as to the scope of audit or as to the status of Holdings or any of the Material
Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern (other than any
exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely
from, (i) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (ii)
any potential inability to satisfy a financial maintenance covenant on a future date or in a future period).


 


(b)          Quarterly
Financial Statements. As soon as available and in any event within five days after the date on which such financial statements
are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three
quarterly accounting periods in each fiscal year of Holdings (or, if such financial statements are not required to be filed with
the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance
sheets, and to the extent not publicly available, accompanied by a customary management’s discussion and analysis of Holdings
and the Restricted Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations for
such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period,
and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal
year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods
in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior
fiscal year, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects
the financial condition, results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject
to changes resulting from normal year-end adjustments and the absence of footnotes.


 


(c)          Budgets.
Within 90 days after the commencement of each fiscal year of Holdings, a budget of Holdings in reasonable detail on a quarterly
basis for such fiscal year as customarily prepared by management of Holdings for its internal use consistent in scope with the
financial statements provided pursuant to Section 9.1(a), setting forth the principal assumptions upon which such budget
is based (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate
of an Authorized Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated
therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that
actual results may vary from such Projections.


 




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(d)          Officer’s
Certificates. Not later than five days after the delivery of the financial statements provided for in Sections 9.1(a)
and (b), a certificate (a “Compliance Certificate”) of an Authorized Officer of Holdings to the effect
that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent
thereof, as the case may be, which certificate shall set forth (i) a specification of any change in the identity of the Restricted
Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted
Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal
year or period, as the case may be, (ii) the then applicable Status and underlying calculations in connection therewith and (iii)
the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount
of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable
detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section
9.1(a), a certificate of an Authorized Officer of Holdings setting forth changes to the legal name, jurisdiction of formation,
type of entity, registration status, organizational number (or equivalent) and federal tax identification number of the Restricted
Subsidiaries and Unrestricted Subsidiaries or confirming that there has been no change in such information since the Closing Date
or the date of the most recent certificate delivered pursuant to this clause (d), as the case may be.


 


(e)          Notice
of Default or Litigation. Promptly after an Authorized Officer of Holdings or any of the Subsidiaries obtains knowledge thereof,
notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature
thereof, the period of existence thereof and what action Holdings proposes to take with respect thereto and (ii) any litigation
or governmental proceeding pending against Holdings or any of the Subsidiaries that could reasonably be expected to be determined
adversely and, if so determined, to result in a Material Adverse Effect.


 


(f)          Environmental
Matters. Promptly after an Authorized Officer of Holdings or any of the Subsidiaries obtains knowledge of any one or more of
the following environmental matters, unless such environmental matters could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, notice of:


 


(i)          any
pending or threatened Environmental Claim against any Credit Party or any Real Estate; and


 


(ii)         the
conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence,
Release or threatened Release of any Hazardous Material on, at, under or from any Real Estate.


 


All such notices shall describe in reasonable
detail the nature of the claim, investigation or removal, remedial or other corrective action in response thereto. The term “Real
Estate” shall mean land, buildings, facilities and improvements owned or leased by any Credit Party.


 


(g)          Other
Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements
with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings or any of the Restricted
Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes
effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration
statements on Form S-8) and copies of all financial statements, proxy statements, notices and reports that Holdings or any of the
Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings and/or any of the Restricted Subsidiaries,
in their capacity as such holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative
Agent pursuant to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as the Administrative
Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing
from time to time.


 


(h)          Pro
Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test
Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business
by Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer
of Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.


 




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Notwithstanding the foregoing,
the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information
of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent
of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable,
filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the
extent such information relates to a parent of Holdings, such information is accompanied by consolidating or other information
that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information
relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand.


 


Documents required to be
delivered pursuant to clauses (a), (b) and (c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the
date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet; or (ii)
on which such documents are posted on Holdings’ behalf on IntraLinks/‌IntraAgency or another 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).


 


Section
9.2           Books, Records and Inspections.


 


(a)          Holdings
will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent
or the Required Lenders to visit and inspect any of the properties or assets of Holdings and any such Subsidiary in whomsoever’s
possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable
efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such
inspection), and to examine the books and records of Holdings and any such Subsidiary and discuss the affairs, finances and accounts
of Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants,
all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may
desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary
policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default
(a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders
under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than one time in any calendar year, which
such visit will be at Holdings’ expense and (d) notwithstanding anything to the contrary in this Section 9.2, none of Holdings
or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts
of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or proprietary information,
(ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors)
is prohibited by law or any binding agreement or (iii) is subject to attorney- client or similar privilege or constitutes attorney
work product; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives
or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of Holdings
at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders
shall give Holdings the opportunity to participate in any discussions with Holdings’ independent public accountants.


 




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(b)          So
long as Holdings remains a publicly listed company on the Nasdaq National Market, within (x) 45 days after the close of each of
the first three fiscal quarters of Holdings and (y) within 90 days after the close of each fiscal year of Holdings, at the request
of the Required Lenders, hold a conference call (at a mutually acceptable time) with all Lenders who choose to attend such conference
call at which conference call shall be reviewed the financial results of the previous fiscal quarter of Holdings; provided
that such requirement shall be met by inviting such Lenders to Holdings’ quarterly earnings calls with public security holders.


 


Section
9.3           Maintenance of Insurance.


 


(a)          Holdings
will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements
or with insurance companies that Holdings believes (in the good faith judgment of the management of Holdings) are financially sound
and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect
to any self-insurance which Holdings believes (in the good faith judgment of management of Holdings) is reasonable and prudent
in light of the size and nature of its business and the availability of insurance on a cost-effective basis) and against at least
such risks (and with such risk retentions) as Holdings believes (in the good faith judgment of management of Holdings) is reasonable
and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and will
furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail
as to the insurance so carried and each such policy of insurance shall (i) name the Collateral Agent, on behalf of the Secured
Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy,
contain a loss payable clause or endorsement that names Collateral Agent, on behalf of the Secured Parties as the loss payee thereunder;
and


 


(b)          
With respect to each Mortgaged Property, Holdings will obtain flood insurance in such total amount in an amount and otherwise sufficient
to (i) comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, which such insurance
shall (a) identify the addresses of each property located in a Special Flood Hazard Area, (b) indicate the applicable flood zone
designation, the flood insurance coverage and deductible relating thereto, (c) provide that the insurer will give the Administrative
Agent 45 days written notice of cancellation or non-renewal, and (d) shall otherwise be in form and substance reasonably satisfactory
to the Administrative Agent, and (ii) Holdings will deliver to the Administrative Agent evidence of such compliance in form and
substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such
insurance.


 


Section
9.4           Payment of Taxes. Holdings will pay and discharge,
and will cause each of the Subsidiaries to pay and discharge, all material Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties
attach thereto, and all lawful material claims in respect of any Taxes imposed, assessed or levied that, if unpaid, could reasonably
be expected to become a material Lien upon any properties of Holdings or any of the Restricted Subsidiaries, provided that
neither Holdings nor any of the Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or claim that is
being contested in good faith and by proper proceedings and the failure to pay could not reasonably be expected to result in a
Material Adverse Effect.


 


Section
9.5           Preservation of Existence; Consolidated Corporate
Franchises. Holdings will, and will cause each Material Subsidiary to, take all actions necessary (a) to preserve and keep
in full force and effect its existence, organizational rights and authority and (b) to maintain its rights, privileges (including
its good standing), permits, licenses and franchises necessary in the normal conduct of its business, in each case, except to
the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however,
that Holdings and its Subsidiaries may consummate any transaction permitted under “Permitted Investments” and Sections
10.3, 10.4 or 10.5.


 




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Section
9.6           Compliance with Statutes, Regulations, Etc.
Holdings will, and will cause each Subsidiary to, (a) comply with all applicable laws, rules, regulations and orders applicable
to it or its property, including, without limitation, applicable laws administered by OFAC and the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations promulgated thereunder, and all governmental approvals or authorizations required
to conduct its business, and to maintain all such governmental approvals or authorizations in full force and effect, (b) comply
with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all Environmental
Laws, and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants
obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by Environmental
Laws and (c) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws, other than such orders and directives which are being timely contested in good faith by proper proceedings,
except in each case of (a), (b) and (c) of this Section 9.6, where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.


 


Section
9.7           ERISA. (a) Upon reasonable request of the Administrative
Agent, Holdings will furnish to the Administrative Agent promptly following receipt thereof, copies of any documents described
in Sections 101(k) or 101(l) of ERISA that any Credit Party or any ERISA Affiliate have requested with respect to any Multiemployer
Plan; provided that if the Credit Parties or any of their 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 Credit 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; and further provided, that the rights granted to the Administrative Agent in this section shall be exercised
not more than once with respect to the same Multiemployer Plan during any applicable plan year, and (b) Holdings will notify the
Administrative Agent promptly following the occurrence of any ERISA Event or Foreign Plan Event that, alone or together with any
other ERISA Events or Foreign Plan Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.


 


Section
9.8           Maintenance of Properties. Holdings will, and
will cause each of the Restricted Subsidiaries to, keep and maintain all property, including Mortgaged Property, material to the
conduct of its business (except for the lapse or other disposition of Intellectual Property that is immaterial or no longer used
in or necessary for the conduct of the business of Holdings or any of the Restricted Subsidiaries) in good working order and condition,
ordinary wear and tear excepted, except to the extent that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 




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Section
9.9           Transactions with Affiliates. Holdings will
conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than Holdings
and the Restricted Subsidiaries) on terms that are at least substantially as favorable to Holdings or such Restricted Subsidiary
as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the
board of directors of Holdings or such Restricted Subsidiary in good faith, provided that the foregoing restrictions shall
not apply to (a) transactions permitted by Section 10.5, (b) consummation of the Transactions and the payment of the Transaction
Expenses, (c) the issuance of Capital Stock or Stock Equivalents of Holdings (or any direct or indirect parent thereof) or any
of its Subsidiaries not otherwise prohibited by the Credit Documents, (d) loans, advances and other transactions between or among
Holdings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which Holdings or any Subsidiary
has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but for Holdings’ or a Subsidiary’s
ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section
10, (e) employment and severance arrangements between Holdings and the Restricted Subsidiaries and their respective officers,
employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory
arrangements) in the ordinary course of business (including loans and advances in connection therewith), (f) payments by Holdings
(and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among Holdings (and any
such parent) and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed
the amount that Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received
from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal
year were Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such
taxes separately from any such direct or indirect parent company of Holdings, (g) the payment of customary fees and reasonable
out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of Holdings
(or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable
to the ownership or operation of Holdings and the Subsidiaries, (h) customary payments or distributions by Holdings and any
of its Restricted Subsidiaries to pay advisory, refinancing, subsequent transaction and exit fees and other overhead expenses
of direct and indirect parents of Holdings attributable to the ownership of Holdings, the Borrower and its Restricted Subsidiaries
and (i) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment thereto
(so long as any such amendment is not disadvantageous in any material respect to the Lenders when taken as a whole as compared
to the applicable agreement as in effect on the Closing Date).


 


Section
9.10         [Reserved]


 


Section
9.11         Additional Guarantors and Grantors.
Subject to any applicable limitations set forth in the Security Documents, Holdings will cause each direct or indirect
Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant
to a Permitted Acquisition), and each other Subsidiary that ceases to constitute an Excluded Subsidiary, within 45 days from the
date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in
its reasonable discretion), and Holdings may at its option cause any Subsidiary, to execute a supplement to each of the Guarantee,
the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security
Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent
with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral
Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets
to substantially the same extent as created by the Credit Parties on the Closing Date.


 




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Section
9.12         Pledge of Additional Stock and Evidence of Indebtedness.
Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination
of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive
in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse
tax consequences as reasonably determined by Holdings in consultation with the Administrative Agent, Holdings will cause (i) all
certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock
and Stock Equivalents and (y) any Capital Stock and Stock Equivalents issued by any Restricted Subsidiary for so long as such
Restricted Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) constitute a Material Subsidiary) held
directly by Holdings, the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by Holdings,
the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii)
any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings or any Subsidiary
that is owing to Holdings or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations
accompanied by undated instruments of transfer executed in blank under the Security Documents. Notwithstanding the foregoing any
promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany
note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to
any party other than Holdings or the Subsidiaries in each case owed money thereunder and (iii) such promissory note indicates
on its face that it is subject to the security interest of the Collateral Agent.


 


Section
9.13         Use of Proceeds.


 


(a)          The
Borrower will use the proceeds of the Initial Term Loans, borrowings of Revolving Credit Loans and cash on hand, to consummate
the Transactions, including the payment of the Transaction Costs, and to finance certain amounts of OID or upfront fees required
to be paid on the Closing Date.


 


(b)          The
Borrower will use Letters of Credit, Revolving Credit Loans and Swingline Loans also for working capital and general corporate
purposes (including any transaction not prohibited by the Credit Documents).


 


Section
9.14         Further Assurances.


 


(a)          Holdings
will, and will cause each other Credit Party to, execute any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents) that may be required under any applicable law, or that the Collateral Agent or the Required Lenders
may reasonably request, in order to grant, preserve, protect and perfect (under United States law) the validity and priority of
the security interests created or intended to be created by the applicable Security Documents, all at the expense of Holdings and
the Restricted Subsidiaries.


 


(b)          Subject
to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the
Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive in view
of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences
as reasonably determined by Holdings in consultation with the Administrative Agent, if any assets (including any real estate or
improvements thereto or any interest therein but excluding any real estate which the Borrower or applicable Credit Party intends
to dispose of pursuant to a Permitted Sale Leaseback so long as actually disposed of within 270 days of acquisition (or such longer
period as the Administrative Agent may reasonably agree)) with a book value in excess of $15,000,000 are acquired by Holdings or
any other Credit Party after the Closing Date (other than assets constituting Collateral under a Security Document that become
subject to the Lien of the applicable Security Document upon acquisition thereof) that are of a nature secured by or will be secured
by a Security Document, Holdings will notify the Collateral Agent, and, if requested by the Collateral Agent, Holdings will cause
such assets to be subjected to a Lien securing the Obligations and will take, and cause the other applicable Credit Parties to
take, such actions as shall be necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable but
in no event later than 90 days, unless extended by the Administrative Agent in its sole discretion, to grant and perfect such Liens
consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of this
Section 9.14.


 




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(c)          Any
Mortgage delivered to the Collateral Agent in accordance with the preceding clause (b) shall, if requested by the Collateral
Agent, be received as soon as commercially reasonable but in no event later than 120 days (except as set forth in the preceding
clause (b)), unless extended by the Administrative Agent in its sole discretion and accompanied by (x) a policy or policies
(or an unconditional binding commitment therefor to be replaced by a final title policy) of title insurance issued by a nationally
recognized title insurance company, in such amounts as reasonably acceptable to the Collateral Agent not to exceed the Fair Market
Value of the applicable Mortgaged Property, insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property
described therein, free of any other Liens except as expressly permitted by Section 10.2 or as otherwise permitted by the
Collateral Agent and otherwise in form and substance reasonably acceptable to the Collateral Agent, together with such endorsements,
coinsurance and reinsurance as the Collateral Agent may reasonably request but only to the extent such endorsements are (i) available
in the relevant jurisdiction (provided in no event shall the Collateral Agent request a creditors’ rights endorsement) and
(ii) available at commercially reasonable rates, (y) an opinion of local counsel to the applicable Credit Party in customary form
and substance (subject to typical carve-outs and qualifications) reasonably acceptable to the Collateral Agent, (z) a completed
“Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and if such Mortgaged Property
is located in a Special Flood Hazard Area, (i) a notice about Special Flood Hazard Area status and flood disaster assistance duly
executed by the applicable Credit Parties and (ii) evidence of insurance as required by Section 9.3 in form and substance
reasonably satisfactory to the Collateral Agent and (aa) an ALTA survey in a form and substance reasonably acceptable to the title
insurance company providing the Title Policy or Title Policies or such existing survey together with a no-change affidavit sufficient
for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue
the endorsements required in (x) above.


 


(d)          Real
Property Requirements. The Collateral Agent shall have received, within 120 days after the Closing Date (unless waived or extended
by Administrative Agent in its sole discretion), to the extent such items have not been delivered as of the Closing Date, the following:


 


(i)          a
Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed
and acknowledged by each Credit Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise
in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated,
together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or
filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary
to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably
satisfactory to Collateral Agent;


 


(ii)         with
respect to each Mortgage, a policy of title insurance (or an unconditional binding commitment therefor to be replaced by a final
title policy) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described
therein, free of any other Liens except as permitted by Section 10.2 or as otherwise permitted by the Collateral Agent,
in amounts reasonably acceptable to the Collateral Agent not to exceed the net book value of the applicable Mortgaged Property,
which policy (or such commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title
insurance company, (B) together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request,
but only to the extent such endorsements are (i) available in the relevant jurisdiction (provided in no event shall the Collateral
Agent request a creditors’ rights endorsement) and (ii) available at commercially reasonable rates, and (C) contain no exceptions
to title other than Liens permitted by Section 10.2 or as otherwise permitted by the Collateral Agent;


 




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(iii)        with
respect to each Mortgaged Property, such affidavits (including a so- called “gap” indemnification) as are customarily
required to induce the title company to issue the Title Policy/ies and endorsements contemplated above;


 


(iv)        evidence
reasonably acceptable to the Collateral Agent of payment by Holdings of all Title Policy premiums, search and examination charges,
escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the
Mortgages and issuance of the Title Policies referred to above;


 


(v)         a
completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each
Mortgaged Property and if such Mortgaged Property is located in a Special Flood Hazard Area, (i) a notice about Special Flood Hazard
Area status and flood disaster assistance duly executed by the applicable Credit Party and (ii) evidence of insurance as required
by Section 9.3 in form and substance reasonably acceptable to the Collateral Agent;


 


(vi)        an
ALTA survey in a form and substance reasonably acceptable to the title company providing the Title Policy or an existing survey
together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy
related to such Mortgaged Property and issue the endorsements required in (ii) above; and


 


(vii)       customary
legal opinions of counsel (subject to typical carve-outs and qualifications) to Holdings or applicable Credit Parties with respect
to the Mortgages, which shall include opinions as to (i) the enforceability of the Mortgages, (ii) the power and authority of Holdings
or the applicable Credit Parties to execute the Mortgages, (iii) the due execution and delivery of the Mortgages and shall otherwise
be in form and substance reasonably acceptable to the Collateral Agent.


 


(e)          Holdings
agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14(e)
as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14(e) with respect to such action
or such later date as the Administrative Agent may reasonably agree.


 


Section
9.15         Lines of Business.Holdings and the Restricted Subsidiaries,
taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business
conducted by Holdings and the Subsidiaries, taken as a whole, on the Closing Date and other business activities which are extensions
thereof or otherwise incidental, reasonably related or ancillary to any of the foregoing.


 


Section
10.         Negative Covenants


 


Each of Holdings and the
Borrower, with respect to itself and its Subsidiaries that are subject to the following covenants, hereby covenants and agrees
that on the Closing Date (immediately after consummation of the Acquisition) and thereafter, until the Commitments, the Swingline
Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other
Obligations incurred hereunder (other than contingent indemnity obligations, Secured Hedge Obligations and Secured Cash Management
Obligations), are paid in full:


 




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Section
10.1         Limitation on Indebtedness. The Borrower will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)
with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not issue any shares of Disqualified
Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of any Restricted
Subsidiary that is not a Borrower or a Guarantor, preferred stock.


 


The foregoing limitations
will not apply to:


 


(a)          Indebtedness
arising under the Credit Documents;


 


(b)          [Reserved];


 


(c)          (i)
Indebtedness outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness outstanding on the
Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party);


 


(d)          Indebtedness
(including Capital Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary,
to finance the purchase, lease, construction, installation or improvement of property (real or personal) or equipment that is used
or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets
and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any
“synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate
principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock
then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to Refinance any other
Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of
(x) $40,000,000 and (y) 25.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis)
at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary
pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation
so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to permanently repay
outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding
any Lien ranking junior to the Lien securing the Obligations);


 


(e)          Indebtedness
incurred by Holdings or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or
surety bonds, 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, performance or surety
bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;


 




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(f)          Indebtedness,
to the extent not funded with third party financing, arising from agreements of Holdings or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection
with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring
all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that
such Indebtedness is not reflected on the balance sheet of Holdings or any Restricted Subsidiary (contingent obligations referred
to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on
such balance sheet for purposes of this clause (f));


 


(g)          Indebtedness
of Holdings to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not
a Borrower or a Guarantor is subordinated in right of payment to Holdings’ Guarantee; provided further that
any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing
to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted
Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause;


 


(h)          Indebtedness
of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary; provided that if the Borrower or a Guarantor
incurs such Indebtedness owing to a Restricted Subsidiary that is not a Borrower or a Guarantor, such Indebtedness is subordinated
in right of payment to the Guarantee of such Guarantor as the case may be; provided further that any subsequent transfer
of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence
of such Indebtedness not permitted by this clause;


 


(i)          [Reserved];


 


(j)          Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(k)          obligations
in respect of self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided
by Holdings or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments
related thereto, in each case, in the ordinary course of business;


 


(l)          Indebtedness,
Disqualified Stock or preferred stock of Holdings or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate
principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other
Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (l), does not
at any one time outstanding exceed the greater of $40,000,000 and 25.0% of Consolidated EBITDA for the most recently ended Test
Period (calculated on a Pro Forma Basis) at the time of incurrence;


 




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(m)          the
incurrence or issuance by Holdings or any Restricted Subsidiary of Indebtedness (including senior unsecured notes, senior secured
notes, senior subordinated notes that will be secured by the Collateral on a pari passu basis (but without regard to the control
of remedies) with the Obligations being refinanced or junior lien (relative to the Obligations being refinanced) senior secured
notes, “Refinancing Notes”), Disqualified Stock or preferred stock which serves to Refinance any Indebtedness,
Disqualified Stock or preferred stock incurred as permitted under clause (c) above and, this clause (m) and clause
(n) below or any Indebtedness, Disqualified Stock or preferred stock issued to so Refinance such Indebtedness, Disqualified
Stock or preferred stock (the “Refinancing Indebtedness”) prior to its respective maturity; provided,
that such Refinancing Indebtedness (1) is in an original aggregate principal amount not greater than the aggregate principal amount
of the Indebtedness being Refinanced, plus premiums and accrued and unpaid interest, fees and expenses in respect thereof
plus fees, expenses, commissions, underwriting discounts, and premiums payable therewith incurred in connection with such
Refinancing Indebtedness, (2) does not mature prior to the maturity date of, and has a weighted average life to maturity at the
time such Refinancing Indebtedness is incurred which is not less than the remaining weighted average life to maturity of the Indebtedness,
Disqualified Stock or preferred stock being Refinanced, or with respect to Refinancing Notes (in each case without giving effect
to prepayments), any Refinancing Notes do not have mandatory redemption features (other than customary asset sale, insurance and
condemnation proceeds events, change of control offers or events of default) that could result in redemptions of such Refinancing
Notes prior to Latest Maturity Date that is being refinanced (it being understood that the Borrower shall be permitted to make
any AHYDO “catch-up” payments, if applicable), (3) in the case of any secured Refinancing Indebtedness, (i) is
not secured by any assets not securing the Obligations and (ii) is subject to either, as applicable, (x) the First Lien Intercreditor
Agreement or (y) a customary junior lien intercreditor agreement in form and substance reasonably satisfactory to the Borrower
and the Administrative Agent, (4) shall not be guaranteed by any entity that is not a Credit Party, (5) shall not include Indebtedness,
Disqualified Stock or preferred stock of a Subsidiary of Holdings that is not a Borrower or Guarantor that Refinances Indebtedness,
Disqualified Stock or preferred stock of the Borrower or Guarantor and (6) the covenants, events of default and guarantees of any
Refinancing Indebtedness are not materially more favorable (when taken as a whole) to the Additional Refinancing Lenders, than
the terms and conditions of this Agreement (when taken as a whole) are to the Lenders (except for covenants or other provisions
applicable only to periods after the Latest Maturity Date at the time of such refinancing) (it being understood that, to the extent
that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the
Administrative Agent or any of the Lenders if such financial maintenance covenant is either (i) also added for the benefit of any
corresponding Loans remaining outstanding after the issuance or incurrence of such Refinancing Indebtedness or (ii) only applicable
after the Latest Maturity Date at the time of such refinancing);


 


(n)          Indebtedness,
Disqualified Stock or preferred stock of (x) Holdings or a Restricted Subsidiary incurred, issued or assumed to finance an acquisition
(including a Permitted Acquisition); provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified
Stock and preferred stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall
not exceed the greater of $75,000,000 and 35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a
Pro Forma Basis) at any one time outstanding or (y) Persons that are acquired by Holdings or any Restricted Subsidiary or merged
into or consolidated with Holdings or a Restricted Subsidiary in accordance with the terms hereof (including designating an Unrestricted
Subsidiary a Restricted Subsidiary); provided that (i) such incurred Indebtedness, if incurred by a Credit Party, is unsecured
(ii) after giving effect to the such incurrence, issuance and/or assumption of such Indebtedness on a Pro Forma Basis, Holdings
shall be in compliance with the Financial Covenants for the Test Period then last ended and (iii) such Acquired Indebtedness were
not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence
on the date of such acquisition, merger, amalgamation or consolidation;


 


(o)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business;


 


(p)          Indebtedness
of Holdings or any Restricted Subsidiary supported by a letter of credit issued pursuant to a credit facility otherwise permitted
hereunder, in a principal amount not in excess of the stated amount of such letter of credit;


 


(q)          (1)
any guarantee by Holdings or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long
as in the case of a guarantee of Indebtedness by a Restricted Subsidiary that is not a Guarantor, such Indebtedness could have
been incurred directly by the Restricted Subsidiary providing such guarantee or (2) any guarantee by a Restricted Subsidiary of
Indebtedness of Holdings;


 




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(r)          Indebtedness
of Foreign Subsidiaries that are not Guarantors in an amount not to exceed, in the aggregate at any one time outstanding, $70,000,000;
provided that if any Indebtedness incurred pursuant to this clause (r) is secured, it may only be secured by liens
permitted under clause (6) of the definition of “Permitted Liens”;


 


(s)          Indebtedness
of Holdings or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take or pay obligations
contained in supply arrangements in each case, incurred in the ordinary course of business;


 


(t)          Indebtedness
of Holdings or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect
to any Subsidiary or joint venture in the ordinary course of business;


 


(u)          Indebtedness
consisting of Indebtedness issued by Holdings or any of its Restricted Subsidiaries to future current or former officers, directors,
managers and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption
of Equity Interests of Holdings or any direct or indirect parent company of Holdings to the extent described in clause (4)
of Section 10.5(c);


 


(v)         Indebtedness
in respect of (i) Permitted Other Indebtedness to the extent that the Net Cash Proceeds therefrom are applied to the prepayment
of Term Loans in the manner set forth in Section 5.2(a)(i); and (ii) any refinancing, refunding, renewal or extension of
any Indebtedness specified in subclause (i) above; provided that (x) the principal amount of any such Indebtedness
is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension
(except for any original issue discount thereon and the amount of fees, expenses and premium in connection with such refinancing)
and (y) such Indebtedness otherwise complies with the definition of “Permitted Other Indebtedness”; and


 


(w)          Indebtedness
in respect of (i) Permitted Other Indebtedness provided that the amount of Permitted Other Indebtedness that may be incurred
pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of $75,000,000 and 35.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at any one time outstanding; provided
further that (A) any such Permitted Other Indebtedness incurred pursuant to this clause (w) is unsecured, if incurred
by a Credit Party, (B) after giving effect to such incurrence on a Pro Forma Basis, Holdings shall be in compliance with the
Financial Covenants for the Test Period then last ended and (C) no Event of Default shall have occurred and be continuing
or would result therefrom and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause
(i) above; provided that (x) the principal amount of any such Indebtedness is not increased above the principal amount
thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (except for any original issue discount
thereon and the amount of fees, expenses and premium in connection with such refinancing) and (y) such Indebtedness otherwise complies
with the definition of “Permitted Other Indebtedness”.


 


For purposes of determining
compliance with this Section 10.1: (i) in the event that an item of Indebtedness, Disqualified Stock or preferred stock (or any
portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred
stock described in clauses (a) through (w) above or is entitled to be incurred pursuant to the first paragraph of this Section
10.1, Holdings, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or preferred
stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock
or preferred stock in one of the above clauses or paragraphs; and (ii) at the time of incurrence, Holdings will be entitled to
divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in this Section 10.1.


 




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Accrual of interest or dividends,
the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends
in the form of additional Indebtedness, Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness,
Disqualified Stock or preferred stock for purposes of this covenant. Any Refinancing Indebtedness and any Indebtedness incurred
to refinance Indebtedness incurred pursuant to clauses (a) and (l) above shall be deemed to include additional Indebtedness,
Disqualified Stock or preferred stock incurred to pay premiums (including reasonable tender premiums), defeasance costs, fees and
expenses in connection with such refinancing.


 


The principal amount of any
Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced,
shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated
that is in effect on the date of such refinancing.


 


This Agreement will not treat
(1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness
as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.


 


Section
10.2         Limitation on Liens.


 


(a)          Holdings
will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
property or assets of any kind (real or personal, tangible or intangible) of Holdings or any Restricted Subsidiary, whether now
owned or hereafter acquired (except Permitted Liens) (each, a “Subject Lien”) that secures obligations under
any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except:


 


(i)          in
the case of Subject Liens on any Collateral, such Subject Lien is a Permitted Lien; and


 


(ii)         in
the case of any other asset or property, any Subject Lien if (i) the Obligations are equally and ratably secured with (or on a
senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such
Subject Lien is a Permitted Lien.


 


(b)          Any
Lien created for the benefit of the Secured Parties pursuant to the preceding paragraph shall provide by its terms that such Lien
shall be automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that gave
rise to the obligation to so secure the Obligations.


 


Section
10.3         Limitation on Fundamental Changes. Holdings will not,
and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose
of, all or substantially all its business units, assets or other properties, except that:


 




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(a)          so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of Holdings or
any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower, provided that (A) Holdings
or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation
or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor
Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia
or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under
this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the
Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement
to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement,
(4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have
by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed
pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation,
shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause
(3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating
that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority
of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to
the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions
set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection
of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor
Borrower will succeed to, and be substituted for, the Borrower under this Agreement);


 


(b)          so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of Holdings or
any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more
Subsidiaries of Holdings, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more
Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) Holdings shall cause the
Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become
a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor
shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation
and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the Guarantee Agreement and the
relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor
and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties and (iii) Holdings shall have
delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and
any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of
the Liens under the applicable Security Documents;


 


(c)          the
Acquisition may be consummated;


 


(d)          any
Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to Holdings or any other Restricted Subsidiary;


 


(e)          any
Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise)
to a Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not
exceed the fair value of such assets;


 




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(f)          any
Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if Holdings determines in good faith that such liquidation
or dissolution is in the best interests of Holdings and is not materially disadvantageous to the Lenders; and


 


(g)          Holdings
and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the
purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section
10.5 or an investment that constitutes a “Permitted Investment”.


 


Section
10.4         Limitation on Sale of Assets. Holdings will not, and will
not permit any Restricted Subsidiary to, consummate, directly or indirectly, an Asset Sale, unless:


 


(a)          Holdings
or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value (as determined by Holdings and/or its applicable Restricted Subsidiaries in good faith at the time of contractually
agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and


 


(b)          except
in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Holdings or such Restricted Subsidiary,
as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(i)          any
liabilities (as reflected on Holdings’ most recent consolidated balance sheet or in the footnotes thereto, or if incurred
or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on Holdings’ consolidated
balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance
sheet, as determined in good faith by Holdings) of Holdings, other than liabilities that are by their terms subordinated to the
Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions
relating to such Asset Sale) and for which Holdings and all such Restricted Subsidiaries have been validly released by all applicable
creditors in writing;


 


(ii)         any
securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such transferee that are
converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied
for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following
the closing of such Asset Sale; and


 


(iii)        any
Designated Non-Cash Consideration received by Holdings or such Restricted Subsidiary in such Asset Sale having an aggregate Fair
Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that
is at that time outstanding, not to exceed 3.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash
Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received
and without giving effect to subsequent changes in value, and


 


shall in each case be deemed to be cash for
purposes of this provision and for no other purpose.


 


Within the Reinvestment Period
after Holdings’ or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such
Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:


 




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(i)          to
prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i); or


 


(ii)         to
make investments in the Borrower and its subsidiaries; provided that Holdings and its Restricted Subsidiaries will be deemed
to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that
generated the Net Cash Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding
agreement to consummate any such investment described in this clause (ii) with the good faith expectation that such Net
Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment
is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, Holdings or such
Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i).


 


(c)          Pending
the final application of any Net Cash Proceeds pursuant to this covenant, Holdings or the applicable Restricted Subsidiary may
apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under the Revolving Credit Facility or any other revolving
credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Agreement.


 


Section
10.5         Limitation on Restricted Payments.


 


(a)          Holdings
will not, and will not permit any Restricted Subsidiary to, directly or indirectly:


 


(1)         declare
or pay any dividend or make any payment or distribution on account of Holdings’ or any Restricted Subsidiary’s Equity
Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:


 


(A)         dividends
or distributions by Holdings payable in Equity Interests (other than Disqualified Stock) of Holdings or in options, warrants or
other rights to purchase such Equity Interests, or


 


(B)         dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of
any class or series of securities issued by a Subsidiary other than a wholly-owned Subsidiary, Holdings or a Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities;


 


(2)         purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings or any direct or indirect parent company
of Holdings, including in connection with any merger or consolidation;


 


(3)         make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled
repayment, sinking fund payment or maturity, any Junior Debt of Holdings or any Restricted Subsidiary, other than Indebtedness
permitted under clauses (g) and (h) of Section 10.1; or


 




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(4)         make
any Restricted Investment;


 


(all such payments and other actions set forth
in clauses (1) through (4) above (other than any exception thereto) being collectively referred to as “Restricted
Payments”).


 


(b)          Holdings
will not, and will not permit any other Credit Party to amend or otherwise modify any document governing any Junior Debt, other
(1) than any amendment or modification that is not adverse to the interests of the Lenders in any material respect and (2) any
amendment or modification that has been agreed by the Administrative Agent and the Borrower and which has not been objected to
by the Required Lenders following 5 Business Days after the notice thereof;


 


(c)          The
foregoing provisions of Section 10.5(a) will not prohibit:


 


(1)         the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such
payment would have complied with the provisions of this Agreement;


 


(2)         (a)
the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”)
or Junior Debt of Holdings or any Restricted Subsidiary, or any Equity Interests of any direct or indirect parent company of Holdings,
in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity
Interests of Holdings or any direct or indirect parent company of Holdings to the extent contributed to Holdings (in each case,
other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement
of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (17) of this Section
10.5(c), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds
of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company
of Holdings) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and
payable on such Retired Capital Stock immediately prior to such retirement;


 


(3)         the
prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of Junior Debt of Holdings or a Restricted
Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Holdings,
or a Restricted Subsidiary, as the case may be, which is incurred in compliance with Section 10.1 so long as: (A) the principal
amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value,
if applicable), plus any accrued and unpaid interest on the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired
or retired for value, plus the amount of any premium (including reasonable tender premiums), defeasance costs and any reasonable
fees and expenses incurred in connection with the issuance of such new Indebtedness, (B) such new Indebtedness is subordinated
to the Obligations or the applicable Guarantee at least to the same extent as such Junior Debt so purchased, exchanged, redeemed,
defeased, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or
later than the final scheduled maturity date of the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired or
retired, (D) if such Junior Debt so purchased, exchanged, redeemed, repurchased, acquired or retired for value is unsecured then
such new Indebtedness shall be unsecured and (E) such new Indebtedness has a weighted average life to maturity equal to or greater
than the remaining weighted average life to maturity of the Junior Debt being so redeemed, defeased, repurchased, exchanged, acquired
or retired;


 




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(4)         the
conversion of any Junior Debt to Equity Interests (other than Disqualified Stock) of Holdings or any of its direct or indirect
parent companies or any Restricted Subsidiary, and any payment that is intended to prevent any Junior Debt from being treated as
an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code;


 


(5)         refinancings
of Indebtedness to the extent permitted by Section 10.1;


 


(6)         [reserved];


 


(7)         [reserved];


 


(8)         prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Debt prior to their scheduled maturity; provided that
after giving effect to such prepayment, redemption, repurchase, defeasance or other payment, (A) on a Pro Forma Basis, (i) the
Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.25 to 1.00 and (ii) compliance with the requirements
of the Financial Covenants for the Test Period then last ended and (B) no Event of Default exists or would result therefrom;


 


(9)         [reserved];


 


(10)        a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of Holdings or any direct or indirect parent company of Holdings held by any future, present or former
employee, director, manager or consultant of Holdings, any of its Subsidiaries or any direct or indirect parent company of Holdings
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 (including, for the avoidance of doubt, any principal and interest payable on any notes
issued by Holdings or any direct or indirect parent company of Holdings in connection with such repurchase, retirement or other
acquisition), including any Equity Interests rolled over by management of Holdings or any direct or indirect parent company of
Holdings in connection with the Transactions; provided that, except with respect to non-discretionary purchases, the aggregate
Restricted Payments made under this clause (10) do not exceed in any calendar year $10,000,000 (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to maximum aggregate Restricted Payments under this clause
(without giving effect to the following proviso) of $20,000,000 in any calendar year); provided further that such amount in any
calendar year may be increased by an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of Holdings and, to the extent contributed to Holdings, the cash proceeds from the sale of Equity Interests
of any direct or indirect parent company of Holdings, in each case to any future, present or former employees, directors, managers
or consultants of Holdings, any of its Subsidiaries or any direct or indirect parent company of Holdings that occurs after the
Closing Date, plus (B) the cash proceeds of key man life insurance policies received by Holdings and the Restricted Subsidiaries
after the Closing Date, less (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B)
of this clause (10); and provided further that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary
from any future, present or former employees, directors, managers or consultants of Holdings, any direct or indirect parent company
of Holdings or any Restricted Subsidiary in connection with a repurchase of Equity Interests of Holdings or any direct or indirect
parent company of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 10.5 or any
other provision of this Agreement;


 




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(11)        the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of Holdings or any Restricted Subsidiary
or any class or series of preferred stock of any Restricted Subsidiary, in each case, issued in accordance with Section 10.1;
provided that, for the most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the declaration of such dividends on Disqualified Stock, after giving effect to such declaration on a Pro Forma Basis,
Holdings and the Restricted Subsidiaries on a consolidated basis would have been in compliance with the Financial Covenants;


 


(12)        (A)
the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Stock) issued by Holdings after the Closing Date; (B) the declaration and payment of dividends to any direct or indirect parent
company of Holdings, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated
Preferred Stock (other than Disqualified Stock) of such parent company issued after the Closing Date; provided that the amount
of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to Holdings
from the sale of such Designated Preferred Stock, or (C) the declaration and payment of dividends on Refunding Capital Stock in
excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 10.5(c); provided
that, in the case of each of (A) and (C) of this clause (12), for the most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock
or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a Pro Forma
Basis, Holdings and the Restricted Subsidiaries on a consolidated basis would have been in compliance with the Financial Covenants;


 




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(13)        Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to
this clause (13) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the
extent the proceeds of such sale do not consist of cash, Cash Equivalents or marketable securities, not to exceed the greater of
$15,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time
of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to
subsequent changes in value);


 


(14)        payments
made or expected to be made by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise
of Equity Interests by any future, present or former employee, director, manager or consultant and repurchases of Equity Interests
deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of
such options or warrants;


 


(15)        [reserved];


 


(16)        Restricted
Payments in an amount that does not exceed the amount of Excluded Contributions made since the Closing Date;


 


(17)        other
Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (17)
not to exceed the greater of $15,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on
a Pro Forma Basis) at the time made;


 


(18)        [Reserved];


 


(19)        any
Restricted Payment (A) made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts
owed to Affiliates (including dividends to any direct or indirect parent company of Holdings to permit payment by such parent of
such amount) or (B) so long as no Event of Default is continuing, to pay advisory, refinancing, subsequent transaction and exit
fees and other overhead expenses (including administrative, legal, accounting and similar expenses provided by third parties) and
attributable to the ownership or operations of Holdings and its Restricted Subsidiaries, to the extent permitted by Section
9.9 (other than clause (b) thereof) in an aggregate amount not to exceed $1.0 million in any calendar year (with unused
amounts in any calendar year being carried over to succeeding years subject to maximum aggregate Restricted Payments under this
clause of $2.5 million in any calendar year;


 


(20)        other
Restricted Payments; provided that at the time of making such Restricted Payments (x) so long as no Event of Default is
continuing and (y) Holdings shall be in compliance with (A) the Financial Covenants, and (B) the Consolidated Total Debt to
Consolidated EBITDA Ratio is equal to or less than 3.25:1.00, in each case after giving Pro Forma Effect to such Restricted Payments;


 




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(21)        the
declaration and payment of dividends by Holdings to, or the making of loans to, any direct or indirect parent company of Holdings
in amounts required for any direct or indirect parent company to pay: (A) franchise and excise taxes and other fees and expenses
required to maintain its organizational existence, (B) foreign, federal, state and local income and similar taxes, to the extent
such income taxes are attributable to the income of Holdings and the Restricted Subsidiaries and, to the extent of the amount actually
received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of
such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount
that Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) would have been required
to pay in respect of such foreign, federal, state and local income taxes for such fiscal year had Holdings, its Restricted Subsidiaries
and its Unrestricted Subsidiaries (to the extent described above) been a stand-alone taxpayer (separate from any such direct or
indirect parent company of Holdings) for all fiscal years ending after the Closing Date, (C) customary salary, bonus and other
benefits payable to officers, employees, directors and managers of any direct or indirect parent company of Holdings to the extent
such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings and the Restricted Subsidiaries,
including Holdings’ proportionate share of such amount relating to such parent company being a public company, (D) general
corporate or other operating (including, without limitation, expenses related to auditing or other accounting matters) and overhead
costs and expenses of any direct or indirect parent company of Holdings to the extent such costs and expenses are attributable
to the ownership or operation of Holdings and the Restricted Subsidiaries, including Holdings’ proportionate share of such
amount relating to such parent company being a public company, (E) amounts required for any direct or indirect parent company
of Holdings to pay fees and expenses incurred by any direct or indirect parent company of Holdings related to (i) the maintenance
by such parent entity of its corporate or other entity existence and (ii) transactions of such parent company of Holdings of the
type described in clause (11) of the definition of “Consolidated Net Income” and (F) cash payments in lieu
of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for Equity Interests of Holdings or any such direct or indirect parent company of Holdings;


 


(22)        the
repurchase, redemption or other acquisition for value of Equity Interests of Holdings deemed to occur in connection with paying
cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse
share split, merger, consolidation, amalgamation or other business combination of Holdings, in each case, permitted under this
Agreement;


 


(23)        the
distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);
and


 


(24)        Holdings
or any Restricted Subsidiary may make additional Restricted Payments in an aggregate amount in reliance of this clause (24)
not to exceed $50,000,000;


 




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provided
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (16) (but only if the Excluded
Contribution was made more than six months prior to such time), (17), (20) and (24) no Event of Default shall
have occurred and be continuing or would occur as a consequence thereof (or in the case of a Restricted Investment, no Event of
Default under Section 11.1 or 11.5 shall have occurred and be continuing or would occur as a consequence thereof).


 


Holdings will not permit
any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted
Subsidiary”. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments
by Holdings and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be
Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment”. Such
designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to
clauses (13), (16) or (17) of Section 10.5(c), or pursuant to the definition of “Permitted Investments,”
and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject
to any of the restrictive covenants set forth in this Agreement.


 


For purposes of determining
compliance with this covenant, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses
(1) through (24) above or is entitled to be made pursuant to the first paragraph of this covenant, Holdings will be
entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted
Payment (or portion thereof) among such clauses (1) through (24) and such first paragraph in a manner that otherwise
complies with this covenant.


 


Section
10.6         Limitation on Subsidiary Distributions. Holdings will
not, and will not permit any of its Restricted Subsidiaries that is not a Borrower or a Guarantor to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability
of any such Restricted Subsidiary to:


 


(a)          (i)
pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to
any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted
Subsidiary;


 


(b)          make
loans or advances to Holdings or any Restricted Subsidiary; or


 


(c)          sell,
lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary;


 


except (in each case) for
such encumbrances or restrictions existing under or by reason of:


 


(i)          contractual
encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation
and related Hedging Obligations;


 


(ii)         [reserved];


 


(iii)        purchase
money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions
of the nature discussed in clause (c) above on the property so acquired;


 


(iv)        Requirement
of Law or any applicable rule, regulation or order;


 




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(v)         any
agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary,
or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition
of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated;


 


(vi)        contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that
has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;


 


(vii)       secured
Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor
to dispose of the assets securing such Indebtedness;


 


(viii)      restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(ix)         customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint
venture;


 


(x)          customary
provisions contained in leases, sub-leases, licenses, sub- licenses or similar agreements, in each case, entered into in the ordinary
course of business;


 


(xi)         [Reserved];
and


 


(xii)        any
encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments
or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings’
board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as
a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing.


 


Section
10.7         Financial Covenants. Commencing with the Test Period ending
September 30, 2015, Holdings will not permit (a) the Consolidated Total Debt to Consolidated EBITDA Ratio as of the last day of
any Test Period to be greater than 3.50 to 1.00; provided that, no more than once during the term of this Agreement, such
maximum ratio applicable at such time may be increased by the Borrower to 4.00:1.00 for a period of four consecutive Test Periods
after the consummation of a Material Acquisition and (b) the Consolidated Interest Coverage Ratio as of the last day of any Test
Period to be less than 2.75 to 1.00.


 




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Section
10.8         Activities of Holdings. Holdings (i) shall not engage
in any material business or material activity other than (1) the ownership of all the outstanding Capital Stock in the Borrower
(or, indirectly through the Borrower, other Equity Interests in accordance with clause (ii) below) and activities incidental
thereto, including making Investments in the Borrower and owing Indebtedness to the Borrower and its Subsidiaries, (2) activities
necessary or advisable to consummate the Transactions, (3) corporate maintenance activities and incurring fees, costs and expenses
relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(4) repurchases of Indebtedness through open market purchases or Dutch Auctions permitted under this Agreement, (5) the performance
of its obligations under and in connection with the Credit Documents, any documentation governing any Indebtedness or Guarantee,
the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated
hereby and thereby, (6) providing indemnification to officers and members of the Board of Directors and (7) activities otherwise
permitted pursuant to this Section, (ii) shall not own or acquire any material assets (other than Equity Interests of the Borrower
or, indirectly through the Borrower, other Subsidiaries of the Borrower, Indebtedness through open market purchases or Dutch Auctions
permitted hereunder and cash and Cash Equivalents), (iii) shall not create, incur, assume or permit to exist any Lien on the Equity
Interests of the Borrower owned by it, other than Liens under the Credit Documents, (iv) may make any public offering of
its common stock or any other issuance of its Equity Interests and take any actions reasonably related or incidental thereto,
(v) may engage in financing activities, including the issuance of securities, incurrence of debt, payment of Restricted Payments,
contribute to the capital of the Borrower and its Subsidiaries described in clause (ii) above and guarantee the obligations
of the Borrower and its Subsidiaries described in clause (ii) above, (vi) may participate in tax, accounting and other
administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) may provide indemnification and
other benefits to officers, directors and employees, (viii) may engage in activities incidental or reasonably related to the foregoing
and (ix) may engage in any transaction with the Borrower or any Restricted Subsidiary to the extent that the Borrower or such
Restricted Subsidiary is otherwise expressly permitted to enter into or consummate such transaction with Holdings under this Agreement.


 


Section
10.9         End of Fiscal Years; Fiscal Quarters. Holdings will not
change, for financial reporting purposes, each of its, and each of its Restricted Subsidiaries’, fiscal years and fiscal
quarters to end on dates inconsistent with past practice; provided, however, that Holdings may, upon written notice
to the Administrative Agent change the financial reporting convention specified above to (x) align the dates of such fiscal year
and fiscal quarter end for any Restricted Subsidiary whose fiscal years and fiscal quarters end on dates different from those
of Holdings or (y) any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case Holdings
and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are
necessary in order to reflect such change in financial reporting.


 


Section
11.         Events of Default


 


Upon the occurrence of any
of the following specified events described in Sections 11.1 through 11.12 below (each an “Event of Default”):


 


Section
11.1         Payments. The Borrower shall (a) default in the payment
when due of any principal of the Loans or (b) default, and such default shall continue for five or more Business Days, in the
payment when due of any interest on the Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under
any other Credit Document; or


 


Section
11.2         Representations, Etc. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit Document or any certificate delivered or required
to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed
made, and, to the extent capable of being cured, such incorrect representation or warranty shall remain incorrect for a period
of 30 days after notice thereof from the Administrative Agent to the Borrower; or


 


Section
11.3         Covenants. Any Credit Party shall:


 




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(a)          default
in the due performance or observance by it of any term, covenant or agreement contained in Sections 9.1(e), 9.5 (solely
with respect to Holdings or the Borrower) or Section 10; provided that any Event of Default under Section 10.7
is subject to cure as provided in Section 11.14 and an Event of Default with respect to such Section shall not occur
until the expiration of the 10th Business Day subsequent to the date the financial statements with respect to any fiscal quarter
is required to be delivered; or


 


(b)          default
in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1
or 11.2 or clause (a) of this Section 11.3) contained in this Agreement or any Security Document and
such default shall continue unremedied for a period of at least 30 days after receipt of written notice by Holdings from the Administrative
Agent or the Required Lenders; or


 


Section
11.4         Default Under Other Agreements. (a) Holdings or any of
the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in
excess of $10,000,000 in the aggregate, for Holdings and such Restricted Subsidiaries, beyond the period of grace, if any, provided
in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any
agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements,
termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i)
shall apply to any failure to make any payment in excess of $10,000,000 that is required as a result of any such termination
or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition
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)
to cause, any 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 (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other
disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to
the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (b) without limiting the provisions
of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than
by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any
Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it
being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $10,000,000 that
is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)),
prior to the stated maturity thereof; provided that this clause (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; or


 




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Section
11.5         Bankruptcy, Etc. Holdings, the Borrower or any Material
Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code
entitled “Bankruptcy,” or (b) in the case of any Non-U.S. Subsidiary that is a Material Subsidiary, any domestic or
foreign law relating to bankruptcy, judicial management, insolvency, liquidation, receivership, reorganization, administration
or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor
thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against
Holdings, the Borrower or any Material Subsidiary and the petition is not controverted within 30 days after commencement of the
case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Material
Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian
(as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, liquidator, administrator,
administrative receiver or similar person is appointed for, or takes charge of, all or substantially all of the property of Holdings,
the Borrower or any Material Subsidiary; or Holdings, the Borrower or any Material Subsidiary commences any other voluntary proceeding
or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration
or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any
Material Subsidiary; or there is commenced against Holdings, the Borrower or any Material Subsidiary any such proceeding or action
that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Material Subsidiary is adjudicated insolvent
or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the
Borrower or any Material Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator
or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings,
the Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken
by Holdings, the Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or


 


Section
11.6         ERISA. (a) An ERISA Event or a Foreign Plan Event shall
have occurred, (b) a trustee shall be appointed by a United States district court to administer any Pension Plan(s), (c) the PBGC
shall institute proceedings to terminate any Pension Plan(s), (d) any Credit Party or any of their respective ERISA Affiliates
shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability
to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is not
contesting such Withdrawal Liability in a timely and appropriate manner; or (e) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (a) through (e) above, such event or condition, together with
all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; or


 


Section
11.7         Guarantee. Any Guarantee provided by any Credit Party
or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof and thereof)
or any such Guarantor thereunder or any other Credit Party shall deny or disaffirm in writing any such Guarantor’s obligations
under the Guarantee; or


 


Section
11.8         Security Documents. Any Security Document pursuant to
which the Capital Stock or Stock Equivalents of the Borrower or any Subsidiary is pledged or any material provision thereof shall
cease to be in full force or effect (other than pursuant to the terms hereof or thereof, as a result of the direct and exclusive
acts or omissions of the Collateral Agent or any Lender to take any action that is within its control, in each case in a manner
otherwise specifically required to be undertaken (or not undertaken, as the case may be) by a provision of any Credit Document,
on the part of the Collateral Agent or any Lender (other than actions or inactions taken as a direct result of the advice of or
at the direction of a Credit Party) or as a result of the Collateral Agent’s failure to maintain possession of any Stock
or Stock Equivalents that have been previously delivered to it) or any pledgor thereunder or any Credit Party shall deny or disaffirm
in writing any pledgor’s obligations under any Security Document; or


 




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Section
11.9         Security Agreement. The Security Agreement or any other
Security Document pursuant to which the assets of any Credit Party are pledged as Collateral or any material provision thereof
shall cease to be in full force or effect with priority required thereby (other than pursuant to the terms hereof or thereof or
as a result of the direct and exclusive acts or omissions of the Collateral Agent or any Lender to take any action that is within
its control, in each case in a manner otherwise specifically required to be undertaken (or not undertaken, as the case may be)
by a provision of any Credit Document, on the part of the Collateral Agent or any Lender (other than actions or inactions taken
as a direct result of the advice of or at the direction of a Credit Party)) or, any grantor thereunder or any Credit Party shall
deny or disaffirm in writing any grantor’s obligations under the Security Agreement or any other Security Document or the
actual or asserted invalidity of the security interest created by any Security Document in a material portion of the Collateral;
or


 


Section
11.10         Mortgages. Any Mortgage or any material provision of
any Mortgage relating to any material portion of the Collateral shall cease to be in full force or effect (other than pursuant
to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any mortgagor thereunder
or any Credit Party shall deny or disaffirm in writing any mortgagor’s obligations under any Mortgage; or


 


Section
11.11         Judgments. One or more judgments or decrees shall be
entered against Holdings or any of the Restricted Subsidiaries involving a liability of $10,000,000 or more in the aggregate for
all such judgments and decrees for Holdings and the Restricted Subsidiaries (to the extent not paid or covered by insurance provided
by a carrier notified of such judgment and not disputing coverage) and any such judgments or decrees shall not have been satisfied,
vacated, discharged or stayed or bonded pending appeal within 60 days after the entry thereof; or


 


Section
11.12         Change of Control. A Change of Control shall occur;


 


then, and in any such event
described in Sections 11.1 through 11.12 above, and at any time thereafter, if any Event of Default shall then be continuing, the
Administrative Agent may and, upon the written request of the Required Lenders, shall, by written notice to Holdings and the Borrower,
take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce
its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if
an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur
upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii) and (iv) below shall occur
automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment
terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender,
as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and
all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower; (iii) terminate any Letter of Credit that may be terminated
in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice,
or upon the occurrence of an Event of Default specified in Section 11.5, it will pay) to the Administrative Agent at the Administrative
Agent’s Office such additional amounts of cash, to be held as security for such Borrower’s respective reimbursement
obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit
issued and then outstanding.


 


Section
11.13         Application of Proceeds. Subject to the terms of the
First Lien Intercreditor Agreement, if executed, any amount received by the Administrative Agent or the Collateral Agent from
any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any
Event of Default with respect to the Borrower under Section 11.5 shall be applied:


 




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(i)          first,
to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or Collateral Agent in
connection with any collection or sale or otherwise in connection with any Credit Document, including all court costs and the reasonable
fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral
Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs
or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;


 


(ii)         second,
to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient
to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient
to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one
over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit
Outstanding; and


 


(iii)        third,
any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction may direct.


 


provided
that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower
for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied
by the Administrative Agent in the order specified in clauses (i) through (iii) above.


 


Section
11.14         Equity Cure. Notwithstanding anything to the contrary
contained in this Section 11, in the event that Holdings fails to comply with the requirement of the financial covenants
set forth in Section 10.7, from the end of any fiscal period until the expiration of the 10th Business Day following the
date of the delivery of the Compliance Certificate under Section 9.1(d) with the financial statements referred to in Sections
9.1(a) or (b) in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital
Stock or Stock Equivalents of Holdings (other than a Restricted Subsidiary of Holdings) or any direct or indirect parent of Holdings
shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from
an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative
Agent) by Holdings to be contributed as common equity to the Borrower, and upon receipt by the Borrower of such cash contribution
(such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such
financial covenant shall be recalculated giving effect to the following pro forma adjustments:


 


(a)          Consolidated
EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of
the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes
the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal
to the Cure Amount; and


 


(b)          Consolidated
Senior Secured Debt and Consolidated Total Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually
applied to prepay any of the Credit Facilities; and


 




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(c)          if,
after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial
covenants set forth in Section 10.7, Holdings shall be deemed to have satisfied the requirements of the financial covenants
set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure
to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed
cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall
be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the
term of this Agreement, (iii) each Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance
with the financial covenants set forth in Section 10.7; (iv) all Cure Amounts shall be disregarded for the purposes of any
financial ratio determination under the Credit Documents other than for determining compliance with Section 10.7 and (v)
the proceeds of such Cure Amount shall be immediately applied to repay outstanding Term Loans in the manner specified in Section
5.2(c) hereto.


 


Section
12.         The Agents


 


Section
12.1         Appointment.


 


(a)          Each
Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and
the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such
other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c)
with respect to the Joint Lead Arrangers and Bookrunners and Section 12.9 with respect to Holdings) are solely for the benefit
of the Agents and the Lenders, neither Holdings nor the Borrower shall have rights as third party beneficiary of any such provision.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document
or otherwise exist against the Administrative Agent.


 


(b)          The
Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint
the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline
Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties
as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement,
the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship
with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document
or otherwise exist against the Collateral Agent.


 


(c)          Each
of the Syndication Agent, Joint Lead Arrangers and Bookrunners and the Co-Documentation Agents each in its capacity as such, shall
not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section
12.


 


Section
12.2         Delegation of Duties. The Administrative Agent and the
Collateral Agent may each execute any of its duties under this Agreement and the other Credit Documents by or through agents,
sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such
duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any
agents, subagents or attorneys-in-fact selected by it in the absence of its gross negligence or willful misconduct (as determined
in the final non-appealable judgment of a court of competent jurisdiction).


 




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Section
12.3         Exculpatory Provisions. No Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to
be taken by any of them under or in connection with this Agreement or any other Credit Document (except for its or such Person’s
own gross negligence or willful misconduct, as determined in the final non-appealable judgment of a court of competent jurisdiction,
in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders or any participant
for any recitals, statements, representations or warranties made by any of Holdings, the Borrower, any Guarantor, any other Credit
Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement
or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any
other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement
or any other Credit Document, or the perfection or priority of any Lien or security interest created or purported to be created
under the Security Documents, or for any failure of Holdings, the Borrower, any Guarantor or any other Credit Party to perform
its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender 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 Credit Document,
or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. The Collateral Agent shall not be
under any obligation to the Administrative Agent or any Lender 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 Credit Document, or to inspect the properties,
books or records of any Credit Party.


 


Section
12.4         Reliance by Agents. The Administrative Agent and the Collateral
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction 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 Holdings and the Borrower), independent accountants and other experts selected by the Administrative
Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to
any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive
such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans; provided that the Administrative Agent and Collateral Agent shall not be required to take any action that, in
its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable
law. For purposes of determining compliance with the conditions specified in Section 6 on the Closing Date, 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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Section
12.5         Notice of Default. Neither the Administrative Agent nor
the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder
unless the Administrative Agent or Collateral Agent has received written notice from a Lender or Holdings or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral
Agent. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders, provided that unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that
this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable.


 


Section
12.6         Non-Reliance on Administrative Agent, Collateral Agent and
Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties
to it and that no act by the Administrative Agent or Collateral Agent hereinafter taken, including any review of the affairs of
Holdings, the Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty
by the Administrative Agent or Collateral Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender,
the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it
has, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, operations,
property, financial and other condition and creditworthiness of Holdings, the Borrower, Guarantor and other Credit Party and made
its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, 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 Credit Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower,
any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty
or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties,
financial condition, prospects or creditworthiness of Holdings, the Borrower, any Guarantor or any other Credit Party that may
come into the possession of the Administrative Agent or Collateral Agent any of their respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates.


 




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Section
12.7         Indemnification. The Lenders agree to severally indemnify
each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of
the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date
on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated
and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure
in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time
following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising
out of the Commitments, this Agreement, any of the other Credit 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 the Administrative Agent or the
Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable to an Agent
for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable
judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent
in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required
by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section
12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including
at any time following the payment of the Loans), this Section 12.7 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 each
Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under,
this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent
is not reimbursed for such expenses by or on behalf of Holdings or the Borrower, provided that such reimbursement by the
Lenders shall not affect Holdings’ or the Borrower’s continuing reimbursement obligations with respect thereto. If
any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired,
such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s
pro rata portion thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify
any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting
from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of
competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts
payable hereunder.


 


Section
12.8         Agents in Their Individual Capacities. Each Agent and
its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Holdings, the Borrower,
any Guarantor, and any other Credit Party as though such Agent were not an Agent hereunder and under the other Credit Documents.
With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Credit
Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders”
shall include each Agent in its individual capacity.


 




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Section
12.9         Successor Agents. Each of the Administrative Agent and
Collateral Agent may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of Holdings (not
to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint
a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the
United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders,
appoint a successor Agent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral
Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (1) the retiring agent shall be discharged from its duties
and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the
Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring Collateral
Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)
and (2) 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 the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor
Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent
or Collateral Agent, as the case may be, hereunder, 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations
hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9).
The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable
to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation hereunder
and under the other Credit Documents, the provisions of this Section 12 (including 12.7) and Section 13.5
shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.


 


Any resignation by Wells
Fargo Bank, National Association as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation
as Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and
Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents,
and (c) the successor Letter of Credit 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 Letter of Credit Issuer to effectively
assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.


 


Section
12.10         Withholding Tax. To the extent required by any applicable
law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax.
If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative
Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation,
because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative
Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective), such Lender
shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable
Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly
or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with
all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any
other Credit Document against any amount due to the Administrative Agent under this Section 12.10. For the avoidance of
doubt, for purposes of this Section 12.10, the term “Lender” includes any Letter of Credit Issuer and any Swingline
Lender.


 




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Section
12.11         Agents Under Security Documents and Guarantee. Each Secured
Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit
of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security
Documents. Subject to Section 13.1, without further written consent or authorization from any Secured Party, the Administrative
Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to, in connection with a sale or
disposition of assets permitted by this Agreement or with respect to which Required Lenders (or such other Lenders as may be required
to give such consent under Section 13.1) have otherwise consented, (i) release any Lien encumbering any item of Collateral
that is the subject of such sale or other disposition of assets or (ii) release any Guarantor from the Guarantee.


 


The Collateral Agent shall
have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11, irrespective
of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure by them to
take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those amounts.


 


Any amount due and payable
by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders
have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents
and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent
that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section
12.11.


 


Section
12.12         Right to Realize on Collateral and Enforce Guarantee.
Anything contained in any of the Credit Documents to the contrary notwithstanding, Holdings, the Agents and each Secured Party
hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the
Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative
Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security
Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any
of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser
or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and
representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required
Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations
as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.
No holder of Secured Hedge Obligations or Secured Cash Management Obligations shall have any rights in connection with the management
or release of any Collateral or of the obligations of any Credit Party under this Agreement. No holder of Secured Hedge Obligations
or Secured Cash Management Obligations that obtains the benefits of any Guarantee or any Collateral by virtue of the provisions
hereof or of any other Credit 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 Credit 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 Credit
Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required
to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured
Hedge Agreements and Secured Cash Management Agreements.


 




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Section
13.         Miscellaneous


 


Section
13.1         Amendments, Waivers and Releases. Neither this Agreement
nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance
with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders,
the Administrative Agent and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Credit Party or
Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding
any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit
Parties hereunder or thereunder or (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative
Agent and/or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or
the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that each
such waiver and each such amendment, supplement or modification shall be effective only in the specific instance and for the specific
purpose for which given; and provided, further, that no such waiver and no such amendment, supplement or modification
shall (i) forgive or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated
rate (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower
to pay interest at the Default Rate or amend Section 2.8(c)), or forgive any portion, or extend the date for the payment,
of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in
interest rates), or extend the final expiration date of any Lender’s Commitment or extend the final expiration date of any
Letter of Credit beyond the L/C Facility Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or
amend or modify any provisions of Section 5.3(a) (with respect to the ratable allocation of any payments only) and 13.8(a)
and 13.20, or make any Loan, interest, Fee or other amount payable in any currency other than expressly provided herein,
in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive
any provision of this Section 13.1, consent to the assignment or transfer by the Borrower of its rights and obligations
under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3) or alter the order of application
set forth in Section 11.13, in each case without the written consent of each Lender directly and adversely affected thereby,
or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative
Agent and Collateral Agent in a manner that directly and adversely affects such Person, or (iv) amend, modify or waive any provision
of Section 3 with respect to any Letter of Credit without the written consent of the Letter of Credit Issuer, or (v) amend
or modify any provision of any Credit Document requiring the pro rata sharing of payments by Lenders in each case without the
written consent of each Lender directly and adversely affected thereby, or (vi) amend, modify or waive any provisions hereof relating
to Swingline Loans without the written consent of the Swingline Lender in a manner that directly and adversely affects such Person,
or (vii) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit
Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (viii) release
all or substantially all of the Guarantors under the Guarantees (except as expressly permitted by the Guarantees or this Agreement)
or release all or substantially all of the Collateral under the Security Documents (except as expressly permitted by the Security
Documents or this Agreement) without the prior written consent of each Lender, or (ix) decrease the Initial Term Loan Repayment
Amount applicable to Initial Term Loans, extend any scheduled Initial Term Loan Repayment Date applicable to Initial Term Loans,
in each case without the written consent of the Required Initial Term Loan Lenders or (x) reduce the percentages specified in
the definitions of the terms “Required Lenders”, “Required Revolving Credit Lenders” or “Required
Initial Term Loan Lenders” or amend, modify or waive any provision of this Section 13.1 that has the effect of altering
the number of Lenders that must approve any amendment, modification or waiver, in each case without the written consent of each
Lender.


 




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Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
except (x) that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood
that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder
requiring any consent of the Lenders) and (y) for any such amendment, waiver or consent that treats such Defaulting Lender disproportionately
from the other Lenders of the same Class.


 


Notwithstanding the foregoing,
any amendment, waiver or modification that affects one Class of Revolving Credit Lenders expressly differently and adversely than
another Class of Revolving Credit Lenders shall require the consent of Persons holding a majority of the Commitments of such Class.


 


Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon Holdings, the
Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any waiver, Holdings,
the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under
the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being
understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to, with the
concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.


 


Notwithstanding the foregoing,
in addition to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders in accordance
with Section 2.14, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders,
the Administrative Agent, Holdings and the Borrower (a) 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 Credit Documents with the Term Loans and the Revolving Credit Loans
and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities
in any determination of the Required Lenders and other definitions related to such new Term Loans and Revolving Credit Loans.


 


In addition, notwithstanding
the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the
Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced
Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided
that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such
Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin
for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than
the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal
amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d)
all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders
providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide
for covenants and other terms applicable to any period after the latest final maturity of the Term Loans of such Class in effect
immediately prior to such refinancing.


 




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The Lenders hereby irrevocably
agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i)
in full, upon the termination of this Agreement and the payment of all Obligations hereunder (except for (i) contingent indemnification
obligations in respect of which a claim has not yet been made, (ii) Secured Hedge Obligations and (iii) Secured Cash Management
Obligations), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other
sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other
disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate
to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such
Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose
consent may be required in accordance with this Section 13.1), (v) to the extent the property constituting such Collateral
is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance
with the second following sentence) and (vi) as required to effect any sale or other disposition of Collateral in connection with
any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released)
of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which
shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of
the Credit Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall
be released from the Guarantees upon consummation of any transaction resulting in such Subsidiary ceasing to constitute a Restricted
Subsidiary. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver
any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral
pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.


 


Notwithstanding anything
herein to the contrary the Credit Documents may be amended to (i) add syndication or documentation agents and make customary changes
and references related thereto and (ii) add or modify “parallel debt” language in any jurisdiction in favor of the
Collateral Agent or add Collateral Agents, in each case (i) and (ii) with the consent of only the Borrower and the Administrative
Agent and in the case of (ii) the Collateral Agent.


 


Section
13.2         Notices. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder or under any other Credit Document shall be in writing (including by facsimile
transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic
mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to
the applicable telephone number, as follows:


 


(a)          if
to Holdings, the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer or the Swingline Lender,
to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2
or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in
a notice to the other parties; and


 




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(b)          if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to Holdings and the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer
and the Swingline Lender.


 


All such notices and other communications shall
be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered
by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three Business Days
after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail, when delivered; provided that notices and other communications to the Administrative
Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective
until received.


 


Section
13.3         No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power
or privilege hereunder or under the other Credit Documents 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 are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


 


Section
13.4         Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.


 




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Section
13.5         Payment of Expenses; Indemnification. Holdings and the
Borrower agree (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred
in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to,
this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation
and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other
charges of Cahill Gordon & Reindel llp, as counsel to the Agents, or such other
counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (b) to pay or reimburse each Agent
and each Lender for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including
the reasonable fees, disbursements and other charges of Cahill, Gordon & Reindel LLP, as counsel to the Agents, or such other
counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold
harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender
and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against
any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of
one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual
or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain
its own counsel), related to the Transactions (including, without limitation, the Acquisition) or, with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents,
including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental
Law, in each case, applicable to Holdings or any of its Subsidiaries or to any actual or alleged presence, Release or threatened
Release of Hazardous Materials involving or attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause
(d), collectively, the “indemnified liabilities”), provided that Holdings shall have no obligation
hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees, agents, controlling
persons, advisors and other representatives with respect to indemnified liabilities to the extent it has been determined by a
final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or
willful misconduct of the party to be indemnified or any of its Affiliates, or any of its or its Affiliates’ officers, directors,
employees, members or agents, (ii) a material breach of any Credit Document by the party to be indemnified or (iii) disputes between
and among Persons otherwise entitled to indemnification; provided that the Agents (and their related affiliates, officers,
directors, employees, agents, controlling persons, advisors and other representatives), to the extent acting in their capacity
as such, shall remain indemnified in respect of such disputes to the extent otherwise entitled to be so indemnified hereunder.
No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising
from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission
systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or
consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith
or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which
the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation
or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any
Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts
payable under this Section 13.5 shall be paid within ten Business Days of receipt by Holdings of an invoice relating thereto
setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans
and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes, which
shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5,
except Taxes that are losses or damages relating to a non-Tax claim.


 


Section
13.6         Successors and Assigns; Participations and Assignments.


 


(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 (i) except as expressly permitted by Section 10.3, 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 (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6.
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 clause (c) of this Section
13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral
Agent, the Letter of Credit Issuer and the Lenders and each other Person entitled to indemnification under Section 13.5)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 




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(b)          (i)
Subject to the conditions set forth in clause (b)(ii) below, 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 Commitments and the Loans
(including participations in L/C Obligations or Swingline Loans) at the time owing to it) with the prior written consent (such
consent not be unreasonably withheld or delayed; it being understood that, without limitation, the Borrower shall have the right
to withhold or delay its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower
would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:


 


(A)         the
Borrower; 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 ten (10) Business Days after having received notice thereof; provided
further that no consent of the Borrower shall be required for (1) an assignment to (X) a Lender, (Y) an Affiliate of a Lender,
or (Z) an Approved Fund or (2) an assignment of Loans or Commitments to any other assignee if an Event of Default under Section
11.1 or Section 11.5 (with respect to the Borrower) has occurred and is continuing; and


 


(B)         the
Administrative Agent and, in the case of Revolving Credit Commitments or Revolving Credit Loans only, the Swingline Lender and
the applicable Letter of Credit Issuer, provided that no consent of the Administrative Agent, the Swingline Lender or the
Letter of Credit Issuer, as applicable, shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender
or an Approved Fund.


 


Notwithstanding the foregoing,
no such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person), Disqualified Lender (so long as the identity of such Disqualified Lenders has been
made available to the Lenders in writing with the consent of the Borrower) or Defaulting Lender. For the avoidance of doubt, the
Administrative Agent shall bear no responsibility or liability for monitoring or enforcing the list of persons who are Disqualified
Lenders at any time.


 


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


 


(A)         except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 in the case of Revolving Credit Commitments and $1,000,000
in the case of Term Loans, unless each of the Borrower and the Administrative Agent otherwise consents (which consents shall not
be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default
under Section 11.1 or Section 11.5 has occurred and is continuing; provided further that contemporaneous
assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting
the minimum assignment amount requirements stated above;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic
settlement system or other method reasonably acceptable to the Administrative Agent, together with a processing and recordation
fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment;


 




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(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved
by the Administrative Agent (the “Administrative Questionnaire”) and applicable tax forms; and


 


(E)         any
assignment of Term Loans to Holdings, the Borrower or any Subsidiary shall also be subject to the requirements of Section 13.6(g).


 


(iii)        Subject
to acceptance and recording thereof pursuant to clause (b)(iv) of this Section 13.6, from and after the effective
date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this Section 13.6 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 clause (c) of this Section
13.6. For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 13.6, (i) the Administrative
Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they
would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or obligations
acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall each be
released from further obligations under the Credit Documents and (ii) the benefit of each Security Document shall be maintained
in favor of the new Lender.


 


(iv)        The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office
a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amount of the Loans (and related interest amounts) and any payment made by the Letter of
Credit Issuer under any Letter of Credit owing to each Lender pursuant to the terms hereof from time to time (the “Register”).
Further, each Register shall contain the name and address of the Administrative Agent and the lending office through which each
such Person acts under this Agreement. The entries in the Register shall be conclusive, absent manifest error, and the Borrower,
the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent, the Letter of Credit
Issuer and, with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)         Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and applicable tax forms (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in clause (b) of this Section 13.6 and any written consent to such assignment
required by clause (b) of this Section 13.6, the Administrative Agent shall promptly accept such Assignment and Acceptance
and record the information contained therein in the Register.


 




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(c)          (i)
Any Lender may, without the consent of the Borrower or the Administrative Agent, the Letter of Credit Issuer or the Swingline Lender,
sell participations to one or more banks or other entities (other than (x) Holdings and its Subsidiaries, (y) a natural person
(or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) and
(z) any Disqualified Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it), provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, and (C) the Borrower, the Administrative Agent, the Letter of Credit Issuer and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Credit Document, provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (i)
and (vii) of the second proviso to Section 13.1 that affects such Participant. Subject to clause (c)(ii) of
this Section 13.6, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10,
2.11, 3.5 and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of
those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section
13.6, including the requirements of clause (e) of Section 5.4 ). To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender, provided such Participant agrees
to be subject to Section 13.8(a) as though it were a Lender.


 


(ii) A Participant shall
not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5 or 5.4 than the applicable
Lender would have been entitled to receive absent the sale of such the participation sold to such Participant, unless the sale
of the participation to such Participant is made with the Borrower’s prior written consent (which consent shall not be unreasonably
withheld). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each participant and the principal amounts (and related interest
amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) except to the extent
that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations.


 


(d)          Any
Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank, and this Section 13.6 shall not apply to any such pledge or assignment
of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Borrower hereby
agrees that, upon request of any Lender at any time and from time to time after the Borrower has made its initial borrowing hereunder,
the Borrower shall provide to such Lender, at the Borrower’s own expense, a promissory note, substantially in the form of
Exhibit H-1 or H-2, as applicable, evidencing the Initial Term Loans, New Term Loans and Revolving Credit Loans and Swingline Loans,
respectively, owing to such Lender.


 




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(e)          Subject
to Section 13.16, the Borrower authorizes each Lender to disclose to any Participant, secured creditor of such Lender or
assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s
possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower and
its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates
in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.


 


(f)          The
words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act.


 


(g)          Notwithstanding
anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations
under this Agreement in respect of its Term Loans to Holdings, the Borrower or any Subsidiary and (y) Holdings, the Borrower and
any Subsidiary may, from time to time, purchase or prepay Term Loans, in each case, on a non-pro rata basis through (x) Dutch auction
procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between Holdings
or the Borrower and the Administrative Agent (or other applicable agent managing such auction) or (y) open market purchases; provided
that (i) any Loans or Commitments acquired by Holdings, the Borrower or any Subsidiary shall be retired and cancelled promptly
upon the acquisition thereof (or contribution thereto), (ii) no proceeds of Revolving Credit Loans shall be used, directly or indirectly,
to consummate such assignment and (iii) on a Pro Forma Basis after giving effect to such assignment, no Event of Default shall
have occurred and be continuing.


 


Section
13.7         Replacements of Lenders Under Certain Circumstances.


 


(a)          The
Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10
or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions
described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial
institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default
under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower
shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts pursuant to Section
2.10, 2.11 or 5.4, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the
replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) the replacement bank or institution, if not already a Lender shall be subject to
the provisions of Section 13.6(b), (vi) the replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing
fee referred to therein) and (vii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender.


 




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(b)          If
any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge
or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the Lenders affected
or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders shall have granted their consent, then,
the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender
by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably
acceptable to the Administrative Agent, provided that (a) all Obligations hereunder of the Borrower owing to such Non-Consenting
Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement
Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus
accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting
Lender and the replacement Lender shall otherwise comply with Section 13.6.


 


Section
13.8         Adjustments; Set-off.


 


(a)          Except
as contemplated in Section 13.6 or elsewhere herein, if any Lender (a “benefited Lender”) shall at any
time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or
otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of
such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without interest.


 


(b)          After
the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Credit Parties, any such notice being expressly waived by
the Credit Parties to the extent permitted by applicable law, upon any amount becoming due and payable by the Credit Parties hereunder
(whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held
or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Credit Parties. Each Lender
agrees promptly to notify the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of such set-off and application.


 


Section
13.9         Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission),
and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of
this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.


 




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Section
13.10         Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section
13.11         Integration. This Agreement and the other Credit Documents
represent the agreement of the Borrower, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent,
the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the
other Credit Documents.


 


Section
13.12         GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section
13.13         Submission to Jurisdiction; Waivers. Each party hereto
irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which
it is a party to the exclusive general jurisdiction of the courts of the State of New York sitting in New York County, the courts
of the United States of America for the Southern District of New York and appellate courts from any thereof;


 


(b)          consents
that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;


 


(c)          agrees
that service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2
at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2;


 


(d)          agrees
that nothing herein shall affect the right of the Administrative Agent, any Lender or another Secured Party to effect service of
process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Holdings or the Borrower
or any other Credit Party in any other jurisdiction; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 13.13 any special, exemplary, punitive or consequential damages.


 


Section
13.14         Acknowledgments. The Borrower hereby acknowledges that:


 


(a)          it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;


 




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(b)          (i)
the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in
connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial
transaction between the Borrower and the Credit Parties, on the one hand, and the Administrative Agent, the Lenders and the other
Agents on the other hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand
and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including
any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction,
each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor,
agent or fiduciary for the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or
employees or any other Person; (iii) neither the Administrative Agent nor any other Agent has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Borrower or any other Credit Party with respect to any of the transactions contemplated
hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other
Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrower,
the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has
any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Credit Documents; (iv) the Administrative Agent, each
other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ
from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose
any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) neither the Administrative Agent nor
any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Borrower
has consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower hereby
waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent or any
other Agent with respect to any breach or alleged breach of agency or fiduciary duty; and


 


(c)          no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or the Borrower, on the one hand, and any Lender, on the other hand.


 


Section
13.15         WAIVERS OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.


 




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Section
13.16         Confidentiality. The Administrative Agent, each other
Agent and each Lender shall hold all non-public information furnished by or on behalf of Holdings or any of its Subsidiaries in
connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender, the Administrative
Agent or such other Agent pursuant to the requirements of this Agreement (“Confidential Information”), confidential
in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that
is a bank) in accordance with safe and sound banking practices and in any event may make disclosure (a) pursuant to the order
of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required
by applicable law, rule or regulation or compulsory legal process (in which case such party agrees (except with respect to any
routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority
exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation,
to inform Holdings promptly thereof prior to disclosure, (b) upon the request or demand of any regulatory authority having jurisdiction
over such Lender or Agent or any of its Affiliates (in which case such party agrees (except with respect to any audit or examination
conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority)
to the extent practicable and not prohibited by applicable law, rule or regulation, to inform Holdings promptly thereof prior
to disclosure, (c) to the extent that such Confidential Information becomes publicly available other than by reason of improper
disclosure by such party or any of its Affiliates in violation of any confidentiality obligations owing to Holdings, the Borrower,
any Subsidiary or any of their respective Affiliates, (d) to the extent that such Confidential Information is received by such
Lender or Agent or any of its Affiliates from a third party that is not, to such Lender’s or Agent’s knowledge, subject
to confidentiality obligations owing to Holdings, the Borrower, any Subsidiary or any of their respective Affiliates, (e) to the
extent that such Confidential Information was already in the possession of such Lender or Agent prior to any duty or other undertaking
of confidentiality or is independently developed by such Lender or Agent without the use of such Confidential Information, (f)
to any other party to this Agreement, (g) to such Lender’s or the Administrative Agent’s or other Agent’s attorneys,
professional advisors, experts, agents, independent auditors, trustees or Affiliates (provided that, in each case, such
Confidential Information is provided only on a need to know basis and only to the extent directly related to providing the Loans
hereunder and such Person is informed of the confidential nature of the Confidential Information and are directed to comply with
the terms of this Section 13.16), (h) in connection with the exercise of any remedies hereunder or under any of the other
Credit Documents, or any suit, action or proceeding relating to this Agreement or any of the other Credit Documents or the enforcement
of rights hereunder or thereunder, and (i) to the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of CUSIP numbers with respect to the Facilities; and provided that in no event shall any Lender, the Administrative
Agent or any other Agent be obligated or required to return any materials furnished by Holdings or any Subsidiary. Each Lender,
the Administrative Agent and each other Agent agrees that it will not provide to prospective Transferees or to any pledgee referred
to in Section 13.6 or to prospective direct or indirect contractual counterparties in swap agreements to be entered into
in connection with Loans made hereunder any of the Confidential Information unless such Person is advised of and agrees to be
bound by the provisions of this Section 13.16 or confidentiality provisions at least as restrictive as those set forth
in this Section 13.16. Notwithstanding the foregoing, the Administrative Agent shall not be responsible for compliance
with this Section 13.16 by any other Agent or any Lender.


 


Section
13.17         Direct Website Communications. Each of Holdings and the
Borrower may, at its option, provide to the Administrative Agent any information, documents and other materials that it is obligated
to furnish to the Administrative Agent pursuant to the Credit Documents, including, without limitation, all notices, requests,
financial statements, financial and other reports, certificates and other information materials, but excluding any such communication
that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any
election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount
due under this Agreement prior to the scheduled date therefor, (C) provides notice of any default or event of default under this
Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or
any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively
as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably
acceptable to the Administrative Agent to the Administrative Agent at an email address provided by the Administrative Agent from
time to time; provided that (i) upon written request by the Administrative Agent, Holdings or the Borrower shall deliver
paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to
cease delivering paper copies is given by the Administrative Agent and (ii) Holdings or 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. Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining
its copies of such documents. Nothing in this Section 13.17 shall prejudice the right of Holdings, the Borrower, the Administrative
Agent, any other Agent or any Lender to give any notice or other communication pursuant to any Credit Document in any other manner
specified in such Credit Document.


 




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The Administrative Agent
agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that
notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to notify
the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address
to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail
address.


 


(a)          Each
of Holdings and the Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so
long as the access to such Platform (i) is limited to the Agents, the Lenders and Transferees or prospective Transferees and (ii)
remains subject to the confidentiality requirements set forth in Section 13.16.


 


(b)          THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF ANY MATERIALS OR INFORMATION PROVIDED BY THE CREDIT PARTIES (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF
THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS
OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”
and each an “Agent Party”) have any liability to the Borrower, any Lender or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability of any
Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or advisor)) gross
negligence, bad faith or willful misconduct or material breach of the Credit Documents as determined in the final non-appealable
judgment of a court of competent jurisdiction.


 


(c)          Each
of Holdings and the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders
that do not wish to receive material non-public information with respect to Holdings, the Borrower, the Subsidiaries or their securities)
and, if documents or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed through
the Platform, any document or notice that Holdings or the Borrower has indicated contains only publicly available information with
respect to Holdings or the Borrower may be posted on that portion of the Platform designated for such public-side Lenders. If Holdings
or the Borrower has not indicated whether a document or notice delivered contains only publicly available information, the Administrative
Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material
nonpublic information with respect to Holdings, the Borrower, the Subsidiaries and their securities. Notwithstanding the foregoing,
each of Holdings and the Borrower shall use commercially reasonable efforts to indicate whether any document or notice contains
only publicly available information.


 




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Section
13.18         USA PATRIOT Act. Each Lender hereby notifies each Credit
Party 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”), it is required to obtain, verify and record information that identifies each Credit Party,
which information includes the name and address of each Credit Party and other information that will allow such Lender to identify
each Credit Party in accordance with the Patriot Act.


 


Section
13.19         Judgment Currency. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.
The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or
under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent
of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than
the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation
was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the
Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or
to any other Person who may be entitled thereto under applicable law).


 


Section
13.20         Payments Set Aside. To the extent that any payment by
or on behalf of Holdings or the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding or otherwise, then (a) to
the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees
to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight
Rate from time to time in effect.


 


Section
13.21         Special Provisions Relating to Currencies Other Than Dollars.
All funds to be made available to Administrative Agent or the Letter of Credit Issuer, as applicable, pursuant to this Agreement
in any currency other than Dollars shall be made available to Administrative Agent or the Letter of Credit Issuer, as applicable,
in immediately available, freely transferable, cleared funds to such account with such bank in such principal financial center
as the Administrative Agent or the Letter of Credit Issuer, as applicable, shall from time to time nominate for this purpose.
In relation to the payment of any amount denominated in any currency other than Dollars, neither the Administrative Agent nor
the Letter of Credit Issuer shall be liable to Borrower or any of the Lenders for any delay, or the consequences of any delay,
in the crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent or the Letter
of Credit Issuer if the Administrative Agent or Letter of Credit Issuer shall have taken all relevant and necessary steps to achieve,
on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds
(in the relevant currency) to the account with the bank in the principal financial center in the Participating Member State which
the Borrower or, as the case may be, any Lender shall have specified for such purpose. In this Section 13.21, “all
relevant and necessary steps” means all such steps as may be prescribed from time to time by the regulations or operating
procedures of such clearing or settlement system as the Administrative Agent or Letter of Credit Issuer may from time to time
determine for the purpose of clearing or settling payments of such currency. Furthermore, and without limiting the foregoing,
neither the Administrative Agent nor the Letter of Credit Issuer shall be liable to the Borrower or any of the Lenders with respect
to the foregoing matters in the absence of its gross negligence or willful misconduct (as determined in the final non-appealable
judgment of a court of competent jurisdiction).


 


[signature pages follow]


 




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IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this agreement to be duly executed and delivered as of the date first above written.


 


	
        RBC BEARINGS
        INCORPORATED,
	

	as Holdings	 
	 	 
	By:	/s/ Daniel A. Bergeron


	

	 	Name:	Daniel A. Bergeron	 
	 	Title:	Vice President, Chief Financial Officer and Assistant Secretary	 


 


	
        ROLLER BEARING
        COMPANY OF AMERICA, INC.,
 
	 
	as Borrower	 
		
	 	 
	By:	/s/ Daniel A. Bergeron


	 
	 	Name:	Daniel A. Bergeron	 
	 	Title:	Vice President, Chief Financial Officer and Assistant Secretary	 


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	
        WELLS FARGO BANK,
        NATIONAL

        ASSOCIATION,

	 	as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer
	 	 
	 	By:
	 	 	/s/ Neel A. Morey
	 	 	Name: Neel A. Morey
	 	 	Title:  Senior Vice President


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	
        WELLS FARGO BANK,
        NATIONAL

        ASSOCIATION,

	 	as Lender
	 	 
	 	By:
	 	 	/s/ Neel A. Morey
	 	 	Name: Neel A. Morey
	 	 	Title:  Senior Vice President


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 
	 	By:
	 	 	/s/ D. Scott Farquhar
	 	 	Name: D. Scott Farquhar
	 	 	Title:  Executive Director


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 
	 	By:
	 	 	/s/ Christopher T. Phelan
	 	 	Name: Christopher T. Phelan
	 	 	Title:  Senior Vice President


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	as a Lender and Co-Documentation Agent
	 	 
	 	By:
	 	 	/s/ Suzannah Valdivia
	 	 	Name: Suzannah Valdivia
	 	 	Title:  Senior Vice President



 


[Signature Page to Credit Agreement]


 



    	 



    	 



    

 


	 	CITIZENS BANK, N.A.,
	 	as a Lender
	 	 
	 	By:
	 	 	/s/ Peter van der Horst
	 	 	Name: Peter van der Horst
	 	 	Title:  Senior Vice President


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	MUFG UNION BANK, N.A.,
	 	as a Lender
	 	 
	 	By:
	 	 	/s/ Shane Johnson
	 	 	Name: Shane Johnson
	 	 	Title:  Vice President



 


[Signature Page to Credit Agreement]


 



    	 



    	 



    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:
	 	 	/s/ Kenneth Gorski
	 	 	Name: Kenneth Gorski
	 	 	Title:  Vice President


 


[Signature Page to Credit Agreement]