Exhibit
10.1


 


EXECUTION
VERSION


 


FOURTH AMENDMENT


 


FOURTH
AMENDMENT, dated as of November 5, 2019 (this “Amendment”), to the Credit Agreement (as defined below),
is entered into among THE SERVICEMASTER COMPANY, LLC, a Delaware limited liability
company (the “Borrower”), each of the other Loan Parties, the Issuing Banks, the Lenders party hereto and the
Administrative Agent (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower has entered into (i)
that certain Credit Agreement, dated as of July 1, 2014 (as amended by the First Amendment, dated as of April 1, 2015, by the Second
Amendment, dated as of August 17, 2015, by the Third Amendment, dated as of November 8, 2016, and as further amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement,” and, as amended and
restated pursuant to Section 1.3 of this Amendment, the “Amended and Restated Credit Agreement”), among the
Borrower, the Foreign Subsidiary Borrowers party thereto from time to time, JPMorgan Chase Bank N.A., as administrative agent (in
such capacity, the “Administrative Agent”), collateral agent (in such capacity, the “Collateral Agent”)
and Issuing Bank, the several banks and other financial institutions from time to time party thereto (the “Lenders”)
and (ii) that certain Guarantee and Collateral Agreement, dated as of July 1, 2014, (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Guarantee and Collateral Agreement,” and, as amended pursuant
to Section 1.3 of this Amendment, the “Amended Guarantee and Collateral Agreement”);


 


WHEREAS, pursuant to and in accordance with
subsection 2.9 of the Credit Agreement, the Borrower has requested that Incremental Term Loan Commitments in an aggregate
principal amount of $600.0 million be made available to the Borrower, and the banks and other financial institutions party hereto
identified on Schedule 1 as Tranche D Term Lenders (the “Tranche D Term Lenders”) and the Administrative Agent
have agreed, upon the terms and subject to the conditions set forth herein, (a) that the Tranche D Term Lenders
will make Incremental Loans in the form of the Tranche D Term Loans (as defined in subsection 1.2(b)(i) hereof), (b) that
the proceeds of the Tranche D Term Loans will be used (i) to repay all other Loans then outstanding under the Credit
Agreement (including all Initial Term Loans) in full (the “Term Loan Discharge”), (ii) for general corporate
purposes (including to repay that certain $150,000,000 promissory note issued by the Borrower on October 1, 2019 payable to JPMorgan
Chase Bank, N.A.) and (iii) to pay certain transaction fees and expenses related to the entry into this Amendment and
the borrowings of the Tranche D Term Loans hereunder and (c) to amend the Credit Agreement as provided herein without
the consent or approval of any other Lender, as permitted by subsections 2.9(d) and 10.1(d) thereof;


 


WHEREAS, pursuant to and in accordance with
subsection 2.9 of the Credit Agreement, the Borrower has requested that Incremental Revolving Commitments in an aggregate
principal amount of $400.0 million be made available to the Borrower, and the banks and other financial institutions party hereto
identified on Schedule 1 as Tranche C Revolving Lenders (the “Tranche C Revolving Lenders”) and the Administrative
Agent have agreed, upon the terms and subject to the conditions set forth herein, (a) that the Tranche C Revolving
Lenders will provide Incremental Revolving Commitments in an aggregate principal amount of $400.0 million (the “Tranche
C Revolving Commitments”), (b) that concurrently with the effectiveness of the Tranche C Revolving Commitments,
the Initial Revolving Commitments shall be terminated in full (such termination, together with the Term Loan Discharge, the “Discharge”)
and (c) to amend the Credit Agreement as provided herein without the consent or approval of any other Lender, as permitted
by subsections 2.9(d) and 10.1(d) thereof;


 






     


     


    

 


WHEREAS, upon the Fourth Amendment Effective
Date, after giving effect to the incurrence of the Tranche D Term Loans and the Discharge, the Tranche D Term Loan Lenders will
constitute all Term Loan Lenders and the Tranche C Revolving Lenders will constitute all Revolving Lenders, and each such Lender
has agreed to (i) amend and restate the Credit Agreement and (ii) amend the Guarantee and Collateral Agreement, in each case, as
provided herein, subject to the conditions set forth herein; and


 


NOW, THEREFORE, in consideration of the
premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.1       Defined Terms. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


Section 1.2       Initial Amendments to
the Credit Agreement.


 


(a)       The
Tranche D Term Loans and the Tranche C Revolving Loans shall be deemed to be “Incremental Loans”, the Tranche D Term
Lenders and the Tranche C Revolving Lenders that are not existing Lenders shall be deemed to be “Additional Incremental Lenders”,
the Tranche D Term Loan Commitments shall be deemed to be “Incremental Term Loan Commitments,” the Tranche C Revolving
Commitments shall be deemed to be “Incremental Revolving Commitments” and this Amendment shall be deemed to be an “Incremental
Commitment Amendment” and a “Loan Document”, in each case, for all purposes of the Credit Agreement and the other
Loan Documents. The Borrower and the Administrative Agent hereby consent, pursuant to subsections 10.6(b)(i) and 2.9(b) of
the Credit Agreement, to the inclusion as an “Additional Incremental Lender” of each Tranche D Term Lender and each
Tranche C Revolving Lender that is party to this Amendment that is not an existing Lender, an Affiliate of an existing Lender or
an Approved Fund.


 


(b)           Subsection 1.1
of the Credit Agreement is hereby amended as follows:


 


(i)            by
adding the following new definitions, to appear in proper alphabetical order:


 


“Fourth Amendment”:
the Fourth Amendment, dated as of November 5, 2019, by and among the Borrower, the other Loan Parties party thereto, the Lenders
and the Administrative Agent.


 


“Fourth Amendment Effective
Date”: November 5, 2019.


 






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“Tranche C Revolving Commitment”:
as to any Lender, its obligation to make Tranche C Revolving Loans to, and/or make or participate in Swing Line Loans made to,
and/or issue or participate in Letters of Credit issued on behalf of, the Borrower in an aggregate amount not to exceed at any
one time outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading “Tranche
C Revolving Commitment” or, in the case of any Lender that is an Assignee, the amount of the assigning Lender’s Tranche
C Revolving Commitment assigned to such Assignee pursuant to subsection 10.6(b) (in each case as such amount may be adjusted from
time to time as provided herein); collectively, as to all the Lenders, the “Tranche C Revolving Commitments.” The original
amount of the aggregate Tranche C Revolving Commitments of the Lenders is $400,000,000.


 


“Tranche C Revolving Commitment
Period”: as to any Tranche C Revolving Commitments, the period from and including the Fourth Amendment Effective Date
to but not including Tranche C Revolving Maturity Date, or such earlier date as the Tranche C Revolving Commitments shall terminate
as provided herein.


 


“Tranche C Revolving Loans”:
as defined in subsection 2.1(b).


 


“Tranche C Revolving Maturity
Date”: November 5, 2024; provided that if at least $200.0 million aggregate principal amount of Senior Notes remain
outstanding on the Springing Maturity Date, then the Initial Revolving Maturity Date shall instead be the Springing Maturity Date.


 


“Tranche D Term Lender”:
any Lender having a Tranche D Term Loan Commitment and/or a Tranche D Term Loan outstanding hereunder.


 


“Tranche D Term Loan”:
as defined in subsection 2.1(e), collectively, the “Tranche D Term Loans”.


 


“Tranche
D Term Loan Commitment”: the commitment of a Lender to make or otherwise fund a Tranche D Term Loan pursuant to subsection
2.1(d)(i) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s
name on Schedule A under the heading “Tranche D Term Loan Commitment”; collectively, as to all the Lenders, the “Tranche
D Term Loan Commitments.” The aggregate amount of the Tranche D Term Loan Commitments as of the Fourth Amendment Effective
Date is $600,000,000.


 


“Tranche D Term Loan Maturity
Date”: November 5, 2026; provided that if at least $200.0 million aggregate principal amount of Senior Notes remain
outstanding on the Springing Maturity Date, then the Initial Term Loan Maturity Date shall instead be the Springing Maturity Date.


 






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(ii)           by
amending and restating the first sentence of the definition of ABR as follows:


 


“ABR”: for any day,
a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%; provided that in no event shall
ABR be less than 1.00%.


 


(iii)          by
amending and restating the definition of Adjusted LIBOR Rate as follows:


 


“Adjusted LIBOR Rate”:
with respect to any Borrowing of Eurodollar Loans for any Interest Period, an interest rate per annum determined by the Administrative
Agent to be equal to the higher of (i) (x) the LIBOR Rate for such Borrowing of Eurodollar Loans in effect for such
Interest Period divided by (y) 1 minus the Statutory Reserves (if any) for such Borrowing of Eurodollar Loans
for such Interest Period and (ii) 0%.


 


(iv)          by
amending and restating the definition of “Applicable
Margin” as follows:


 


“Applicable Margin”:
in respect of (a) Tranche D Term Loans, (i) with respect to ABR Loans, 0.75% per annum and (ii) with respect to Eurocurrency Loans,
1.75% per annum and (d) in respect of Tranche C Revolving Loans, the percentage per annum as set forth in the definition of “Applicable
Margin” in the Amended and Restated Credit Agreement with respect to Initial Revolving Loans.


 


(v)           by
amending and restating the definition of “Extension
of Credit” as follows:


 


“Extension of Credit”:
as to any Lender, the making of an Original Initial Term Loan (excluding any Supplemental Term Loans being made under the Original
Initial Term Loan Tranche), a Tranche D Term Loan (excluding any Supplemental Term Loans being made under the Tranche D Term Loan
Tranche), a Revolving Loan, a Swing Line Loan or an Incremental Revolving Loan (other than the initial extension of credit thereunder)
or, with respect to an Issuing Bank, the issuance of a Letter of Credit.


 


(vi)          by
amending and restating the definition of Maturity Date as follows:


 


“Maturity Date”:
the Initial Revolving Maturity Date, the Tranche C Revolving Maturity Date, the Initial Term Loan Maturity Date, the Tranche D
Term Loan Maturity Date, for any Extended Tranche the “Maturity Date” set forth in the applicable Extension Amendment,
for any Incremental Commitments the “Maturity Date” set forth in the applicable Incremental Commitment Amendment, as
the context may require and for any Specified Refinancing Tranche the “Maturity Date” set forth in the applicable Specified
Refinancing Amendment.


 






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(c)           Subsection
2.1(b) is amended by renumbering existing clause (ii) thereof as clause (iii) and inserting a new clause (ii) therein:


 


“(ii)          Subject to the terms
and conditions hereof, each Lender holding a Tranche C Revolving Commitment severally agrees to make revolving credit loans (together,
the “Tranche B Revolving Loans”) to the Borrower from time to time during the Tranche C Revolving Commitment
Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment
Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount
of such Lender’s Tranche C Revolving Commitment then in effect. During the Tranche C Revolving Commitment Period, the Borrower
may use the Tranche C Revolving Commitments by borrowing, prepaying the Tranche C Revolving Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.”


 


(d)           Subsection
2.1 is further amended by inserting the following as new clause (c) thereof:


 


“(c)         Tranche D Term Loans.


 


(i)             Subject
to the terms and conditions hereof, each Lender holding a Tranche D Term Loan Commitment severally agrees to make, in Dollars,
in a single draw on the Fourth Amendment Effective Date, one or more term loans (each, a “Tranche D Term Loan”)
to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule
A under the heading “Tranche D Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms
hereof.


 


(ii)             The
Tranche D Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or
converted into, ABR Loans or Eurocurrency Loans.


 


(iii)            The
Tranche D Term Loans shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche D Term
Loan Commitment of such Lender.


 


Once repaid, the Tranche D Term
Loans incurred hereunder may not be reborrowed. On the Fourth Amendment Effective Date (after giving effect to the incurrence of
Tranche D Term Loans on such date), the Tranche D Term Loan Commitment of each Lender shall terminate.”


 


(e)           Subsection
2.2 of the Credit Agreement is hereby amended to add the following new paragraph and table at the end thereof:


 






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“(c)          The aggregate Tranche
D Term Loans of all Lenders shall be payable in consecutive quarterly installments beginning March 31, 2020, up to and including
the Tranche D Term Loan Maturity Date (subject to reduction as provided in subsection 3.4), on the dates and in the principal amounts,
subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon)
opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding):


 


	Date
	Amount
	Each March 31, June 30, September 30 and December 31 ending prior to the Tranche D Term Loan Maturity Date	0.25% of the aggregate initial principal amount of the Tranche D Term Loans on the Fourth Amendment Effective Date
	Tranche D Term Loan Maturity Date	All unpaid aggregate principal amounts of any outstanding Tranche D Term Loans”
	 	 	 







(f)            Subsection 2.3 of the Credit Agreement is hereby amended by inserting the following as new clause (c):


 


“(c) The Borrower shall
give the Administrative Agent notice specifying the amount of the Tranche D Term Loans to be borrowed and the proposed Borrowing
Date (which notice must have been received by the Administrative Agent prior to 9:30 A.M., New York City time (or such later time
as may be agreed by the Administrative Agent in its reasonable discretion), and shall be irrevocable after funding) on the Fourth
Amendment Effective Date. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Lender thereof.
Each Lender having a Tranche D Term Loan Commitment will make the amount of its pro rata share of the Tranche D Term Loan Commitments
available, in each case for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2
prior to 12:00 P.M., New York City time (or, if the time period for the Borrower’s delivery of notice was extended, such
later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one
hour following notice) on the Fourth Amendment Effective Date in funds immediately available to the Administrative Agent. The Administrative
Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.”


 


(g)           The
first sentence of Section 2.4(a) of the Credit Agreement is hereby amended and restated as follows:


 


“The Borrower hereby unconditionally
promises to pay to the Administrative Agent in the currency in which the applicable Loans are denominated for the account of: (i)
each Lender the then unpaid principal amount of each Initial Term Loan of such Lender made to the Borrower, on the Initial Term
Loan Maturity Date (or such earlier date on which the Initial Term Loans become due and payable pursuant to Section 8), (ii) each
Lender the then unpaid principal amount of each Tranche D Term Loan of such Lender made to the Borrower, on the Tranche D Term
Loan Maturity Date (or such earlier date on which the Tranche D Term Loans become due and payable pursuant to Section 8), (iii)
each Lender the then unpaid principal amount of each Initial Revolving Loan of such Lender made to the Borrower, on the Initial
Revolving Maturity Date (or such earlier date on which the Initial Revolving Loans become due and payable pursuant to Section 8),
(iv) each Lender the then unpaid principal amount of each Tranche C Revolving Loan of such Lender made to the Borrower, on the
Tranche C Revolving Maturity Date (or such earlier date on which the Tranche C Revolving Loans become due and payable pursuant
to Section 8) and (v) the Swing Line Lender, the then unpaid principal amount of the Swing Line Loans made to the Borrower, on
the Tranche C Revolving Maturity Date (or such earlier date on which the Swing Line Loans become due and payable pursuant to Section
8).”


 






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(h)           Subsection
4.17 of the Credit Agreement is hereby amended and restated as follows:


 


“4.17       Purpose of Loans.


 


(a)             The
proceeds of the Loans shall be used by the Borrower (a) to finance, in part, the Transactions, (b) to pay certain transaction
fees and expenses related to the Transactions and (c) to finance the working capital and business requirements of, and for capital
expenditures and for general corporate purposes of, the Borrower and its Subsidiaries.


 


(b)             The
proceeds of the Tranche D Term Loans shall be used by the Borrower (a) to repay all Loans as of the Fourth Amendment Effective
Date (including all Initial Term Loans) in full, (b) for general corporate purposes (including the repayment of that certain $150,000,000
promissory note issued by the Borrower on October 1, 2019 payable to JPMorgan Chase Bank, N.A.) and (c) to pay certain transaction
fees and expenses related thereto.”


 


(i)            Interest
Period. The initial Interest period for the Tranche D Term Loans shall be a period commencing on the Fourth Amendment Effective
Date and ending on November 30, 2019.


 


(j)            Schedule
A of the Credit Agreement is hereby amended by supplementing such schedule with the information specified in Schedule 1 to this
Amendment.


 


Section 1.3             Further
Amendments.


 


(a)           The
Credit Agreement, as amended pursuant to Section 1.2 hereof and after giving effect to the Discharge, is hereby further amended
and restated in its entirety as set forth in Annex I hereto as the Amended and Restated Credit Agreement. For the avoidance of
doubt, upon the effectiveness of the Amended and Restated Credit Agreement, references in the Amended and Restated Credit Agreement
to the Initial Term Loans and the Initial Term Loan Commitments shall be references to the Tranche D Term Loans and the Tranche
D Term Loan Commitments, respectively, and references to the Initial Revolving Loans and the Initial Revolving Commitments shall
be references to the Tranche C Revolving Loans and the Tranche C Revolving Commitments.


 






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(b)           The
Guarantee and Collateral Agreement, after giving effect to the Discharge, is hereby amended as follows (the “Amended Guarantee
and Collateral Agreement”):


 


(i)            by
amending and restating the definition of Bank Products Provider as follows:


 


“Bank
Products Provider”: any Person who is a party to a Bank Products Agreement and that is a Lender, Lead Arranger,
the Administrative Agent or any Affiliate of the foregoing on the Second Restatement Effective Date or at the time it entered into
a Bank Products Agreement with a Grantor or any Subsidiary of Grantor (provided that no Person shall, with respect to any
Bank Products Agreement, be at any time a Bank Products Provider with respect to more than one Credit Facility).


 


(ii)           by
amending the definition of Borrower Obligations by deleting the reference to “(including any Management Guarantee
entered into with any Management Credit Provider)” therein;


 


(iii)          by
amending the definition of Guarantor Obligations by deleting the reference to “(including any Management Guarantee entered
into with any Management Credit Provider)” therein;


 


(iv)          by
amending and restating the definition of Hedging Provider as follows:


 


“Hedging Provider”: any
Person who is a party to a Hedge Agreement and that is a Lender, Lead Arranger, the Administrative Agent or any Affiliate of the
foregoing on the Second Restatement Effective Date or at the time it entered into a Hedge Agreement with a Grantor or any Subsidiary
of a Grantor (provided that no Person shall, with respect to any Hedge Agreement, be at any time a Hedging Provider with
respect to more than one Credit Facility).


 


(v)           by
deleting the defined term “Management Credit Provider”;


 


(vi)          by
amending and restating the definition of Non-Lender Secured Parties as follows:


 


“Non-Lender Secured Parties”:
the collective reference to all Bank Products Providers, and Hedging Providers and their respective successors and assigns and
their permitted transferees and endorsees.


 


(vii)         by
removing Section 8.4; and


 


(viii)        by
supplementing the schedules to the Guarantee and Collateral Agreement with the schedules set forth herein in Annex II. Each Loan
Party hereby represents and warrants the (i) the information included on such schedules are true and correct as of the Effective
Date and (ii) the representations and warranties set forth in the Amended Guarantee and Collateral Agreement, after giving to the
supplementation of the schedules, are true and correct as of the Effective Date.


 






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Section 1.4             Consents. Each of
the Tranche D Term Loan Lenders, the Tranche C Revolving Lenders, the Issuing Banks and the Administrative Agent consents to and
approves this Amendment, the amendments to the Credit Agreement effected hereby (including the amendment and restatement of the
Credit Agreement effect hereby), the Amended and Restated Credit Agreement and the Amended Guarantee and Collateral Agreement.
For purposes of this Amendment including the consents contained in this Section 1.4, “Issuing Bank” shall include any
 “Issuing Bank” under the Amended and Restated Credit Agreement, and for the avoidance of doubt each such Issuing Bank
agrees to be bound by the Amended and Restated Credit Agreement as an Issuing Bank.


 


Section 1.5             Representations and Warranties,
No Default. In order to induce the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants
to each of the Lenders that as of the Effective Date:


 


(a)            the
execution, delivery and performance by such Loan Party of this Amendment are within such Loan Party’s corporate or other
organizational powers, have been duly authorized by all necessary corporate or other organizational action, and will not (i) violate
any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a
Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any
of such Loan Party’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation;


 


(b)           this
Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance
with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law); and


 


(c)           after
giving effect to the amendments set forth in this Amendment and the incurrence of the Tranche D Term Loans, (i) no Default or Event
of Default exists and is continuing or has resulted therefrom and (ii) all representations and warranties contained in Section
4 of the Amended and Restated Credit Agreement and in the other Loan Documents are true and correct in all material respects on
and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they were true and correct in all material respects as of such earlier date.


 


Section 1.6             Conditions to Effectiveness.
(1) The amendments set forth in Section 1.2 and the consents set forth in Section 1.3 shall become effective on the date (such
date, if any, the “Effective Date”) that the following conditions have been satisfied:


 


(a)           the
Administrative Agent shall have received a counterpart of this Amendment executed by each of the Loan Parties, each of the Tranche
D Term Lenders, each Revolving Lender and each Issuing Bank;


 






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(b)           the
Administrative Agent shall have received the following executed legal opinions, each addressed to the Administrative Agent, Collateral
Agent and each Tranche D Term Lender, dated the Effective Date, in form and substance reasonably satisfactory to the Administrative
Agent:


 


(i)              executed
legal opinion of Hunton Andrews Kurth LLP, counsel to the Borrowers and the other Loan Parties; and


 


(ii)             executed
legal opinion of Richards, Layton & Finger, P.A., special Delaware counsel to the Borrower and certain of the Loan Parties;


 


(c)           the
Administrative Agent, the Arrangers (as defined in the Engagement Letter referred to below) and the Lenders shall have received
all fees and expenses required to be paid or delivered by the Borrower to them on or prior to the Fourth Amendment Effective Date,
including the Arrangement Fee and the Upfront Fee, each as defined in and payable pursuant to the Engagement Letter, dated as of
November 5, 2019, among the Borrower and the Arrangers (as defined therein);


 


(d)           the
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower required pursuant to subsection
2.9(a) and the definition of “Maximum Incremental Facilities Amount” in the Credit Agreement;


 


(e)           the
Administrative Agent shall have received a certificate from the Borrower, dated the Effective Date, with appropriate insertions
and attachments of resolutions or other actions, evidence or incumbency and the signature of authorized signatories and Organizational
Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative;


 


(f)            the
Administrative Agent shall have received a notice of such borrowing as required by subsection 2.3(c) of the Credit Agreement
(as amended by Section 1.2 of this Amendment);


 


(g)           the
Administrative Agent shall have received a notice of prepayment with respect to the Discharge required pursuant to Section 3.4
of the Credit Agreement;


 


(h)           the
Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information
about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act that has been requested in writing at least ten Business Days prior to the Effective
Date;


 


(i)            The
Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative
Agent, of the UCC and judgment lien filings that have been filed with respect to personal property of the Borrower and its Subsidiaries
in each relevant jurisdiction


 






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(j)            the
Administrative Agent shall have received a solvency certificate of the Borrower dated as of the Effective Date, substantially in
form of Exhibit Q to the Amended and Restated Credit Agreement; and


 


(k)           the
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated as of the Effective Date,
certifying that after giving effect to the amendments set forth in this Amendment and the incurrence of the Tranche D Term Loans,
(i) no Default or Event of Default exists and is continuing or has resulted therefrom and (ii) all representations and warranties
contained in Section 4 of the Amended and Restated Credit Agreement and in the other Loan Documents are true and correct in all
material respects on and as of the Effective Date, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they were true and correct in all material respects as of such earlier date.


 


The
making of the Tranche D Term Loans shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and
each Lender that each of the conditions precedent set forth in Section 1.6 of this Amendment and the Credit Agreement
shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.


 


(2)           The
amendments set forth in Section 1.3 of this Amendment shall become effective simultaneously with the making of the Tranche D Term
Loans and the Discharge.


 


Section 1.7             Expenses. The Borrower
shall pay all reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution
and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable
fees, disbursements and other charges of Cahill Gordon & Reindel llp, counsel
for the Administrative Agent).


 


Section 1.8             Counterparts. This
Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single
instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof.


 


Section 1.9             Applicable Law. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE
EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.


 


Section 1.10           Headings. The headings
of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 






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Section 1.11           Effect of Amendment.
Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan
Parties under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the
Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force
and effect and nothing herein can or may be construed as a novation thereof. Each Loan Party reaffirms its obligations under the
Loan Documents to which it is party and its prior grant and the validity, enforceability and perfection of the Liens granted by
it pursuant to the Security Documents with all such Liens continuing in full force and effect after giving effect to this Amendment.
The parties hereto acknowledge and agree that the amendment and restatement of the Credit Agreement pursuant to this Amendment
and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the
Credit Agreement and the other Loan Documents as in effect prior to the Effective Date This Amendment shall constitute a Loan Document
for purposes of the Credit Agreement and from and after the Effective Date, all references to the Credit Agreement in any Loan
Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”
or words of like import referring to the Credit Agreement shall, unless expressly provided otherwise, refer to the Credit Agreement
as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such
Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended
hereby.


 


[Remainder of Page Intentionally Left
Blank]


 






     -12-


     


    

 


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


 


 


	 	THE SERVICEMASTER COMPANY, LLC
	 	 	 
	 	By:	/s/ Anthony D. DiLucente
	 	Name: Anthony D. DiLucente
	 	Title: Chief Financial Officer and Senior Vice President


 


[Signature Page –
Fourth Amendment to the Credit Agreement]


 






     


     


    

 


	 	CDRSVM HOLDING, LLC
	 	 	 
	 	By:	/s/
    Anthony     D. DiLucente
	 	 	Name: Anthony     D. DiLucente
	 	 	Title: Director
	 	 	 
	 	MERRY MAIDS LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/ Timothy C. Leslie
	 	 	Name: Timothy C. Leslie
	 	 	Title: Authorized Signatory
	 	 	 
	 	MM MAIDS L.L.C.
	 	 	 
	 	By:	/s/ Timothy C. Leslie
	 	 	Name: Timothy C. Leslie
	 	 	Title: Vice President and Secretary
	 	 	 
	 	SERVICEMASTER CONSUMER SERVICES LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/
    Jesse J. Jenkins
	 	 	Name: Jesse J. Jenkins
	 	 	Title: Authorized Signatory
	 	 	 
	 	SMCS HOLDCO II, INC.
	 	 	 
	 	By:	/s/ Dirk
    R. Gardner
	 	 	Name: Dirk
    R. Gardner
	 	 	Title: Secretary


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	SERVICEMASTER MANAGEMENT CORPORATION
	 	 	 
	 	By:	/s/ Dirk
    R. Gardner
	 	 	Name: Dirk
    R. Gardner
	 	 	Title: Secretary
	 	 	 
	 	SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/ Timothy C. Leslie 
	 	 	Name: Timothy C. Leslie
	 	 	Title: Secretary
	 	 	 
	 	SM CLEAN L.L.C.
	 	 	 
	 	By:	/s/ Timothy C. Leslie 
	 	 	Name: Timothy C. Leslie
	 	 	Title: Secretary
	 	 	 
	 	TERMINIX INTERNATIONAL, INC.
	 	 	 
	 	By:	/s/ Dirk R. Gardner 
	 	 	Name: Dirk R. Gardner
	 	 	Title: Secretary
	 	 	 
	 	THE TERMINIX INTERNATIONAL COMPANY LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/ Jesse J. Jenkins
	 	 	Name: Jesse J. Jenkins
	 	 	Title: Authorized Signatory


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank
	 	 	 
	 	By:	/s/ Brendan Korb
	 	 	Name: Brendan Korb
	 	 	Title: Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Lender and a Revolving Lender
	 	 	 
	 	By:	/s/ Brendan Korb
	 	 	Name: Brendan Korb
	 	 	Title: Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	CREDIT SUISSE AG CAYMAN ISLANDS BRANCH, as a Revolving Lender and an Issuing Bank
	 	 	 
	 	By:	/s/ Judith E. Smith
	 	 	Name: Judith E. Smith
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Lingzi Huang
	 	 	Name: Lingzi Huang
	 	 	Title: Authorized Signatory


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Revolving Lender and an Issuing Bank
	 	 	 
	 	By:	/s/ Timothy Miller
	 	 	Name: Timothy Miller
	 	 	Title: Director


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA, as a Revolving Lender and an Issuing Bank
	 	 	 
	 	By:	/s/ Thomas M. Manning
	 	 	Name: Thomas M. Manning
	 	 	Title: Authorized Signatory


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	REGIONS BANK, as a Revolving Lender and an Issuing Bank
	 	 	 
	 	By:	/s/ Rachel Harris
	 	 	Name: Rachel Harris
	 	 	Title: Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	FIRST HORIZON BANK, as a Revolving Lender and an Issuing Bank
	 	 	 
	 	By:	/s/ Joseph M. Evangelisti
	 	 	Name: Joseph M. Evangelisti
	 	 	Title: Executive Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	HSBC BANK USA, NATIONAL ASSOCIATION, as a Revolving Lender
	 	 	 
	 	By:	/s/ Mark Hillhouse 
	 	 	Name: Mark Hillhouse
	 	 	Title: Senior Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	BARCLAYS BANK PLC, as a Revolving Lender
	 	 	 
	 	By:	/s/ Martin Corrigan
	 	 	Name: Martin Corrigan
	 	 	Title: Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	FIFTH THIRD BANK, as a Revolving Lender
	 	 	 
	 	By:	/s/ Jose A. Rosado
	 	 	Name: Jose A. Rosado
	 	 	Title: Senior Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


	 	BANK OF AMERICA, N.A., as a Revolving Lender
	 	 	 
	 	By:	/s/ Bruce Clark
	 	 	Name: Bruce Clark
	 	 	Title: Vice President


 


[Signature Page – Fourth Amendment
to the Credit Agreement]


 






     


     


    

 


Schedule 1


 


Tranche D Term Loan Commitments


 


	Tranche D Term Lender	 	Tranche D Term Loan Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	600,000,000	 



 






     


     


    

 


Tranche C Revolving Commitments


 


 


	Tranche C Revolving Lender	 	Tranche C Revolving Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	65,000,000	 
	 	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch	 	$	45,000,000	 
	 	 	 	 	 
	Capital One, National Association	 	$	45,000,000	 
	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	45,000,000	 
	 	 	 	 	 
	Regions Bank	 	$	45,000,000	 
	 	 	 	 	 
	First Horizon Bank	 	$	45,000,000	 
	 	 	 	 	 
	HSBC Bank USA, National Association	 	$	35,000,000	 
	 	 	 	 	 
	Barclays Bank PLC	 	$	35,000,000	 
	 	 	 	 	 
	Fifth Third Bank	 	$	20,000,000	 
	 	 	 	 	 
	Bank of America, N.A.	 	$	20,000,000	 



 






     


     


    

 


Annex I


 






     


     


    

 


Annex II


 






     


     


    

 







 


EXECUTION VERSION




 


 


SECOND AMENDED AND RESTATED

CREDIT AGREEMENT



among



THE SERVICEMASTER COMPANY, LLC



THE SEVERAL LENDERS

FROM TIME TO TIME PARTY HERETO and



JPMORGAN CHASE BANK, N.A.

as Administrative Agent, Collateral Agent and an Issuing Bank


 


JPMORGAN
CHASE BANK, N.A., 

Credit Suisse LOAN FUNDING LLC, 

CAPITAL ONE, N.A.,


GOLDMAN
SACHS BANK USA,


REGIONS
CAPITAL MARKETS, A DIVISION OF REGIONS BANK, and


FIRST HORIZON BANK

as Joint Lead Arrangers and Joint Bookrunners


 


BARCLAYS BANK PLC and


HSBC SECURITIES (USA) INC.


as Co-Syndication Agents


 


BOFA SECURITIES, INC. and


FIFTH THIRD BANK


as Co-Documentation Agents





Dated as of November 5, 2019


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	SECTION 1	DEFINITIONS	1
	1.1	Defined Terms	1
	1.2	Other Definitional Provisions	85
	 	 	 
	SECTION 2	AMOUNT AND TERMS OF COMMITMENTS	88
	2.1	Loans	88
	2.2	Notes	90
	2.3	Procedure for Borrowing	90
	2.4	Repayment of Loans; Record of Loans	92
	2.5	Extension Amendments	94
	2.6	[Reserved]	97
	2.7	Letters of Credit	98
	2.8	Swing Line Commitments	105
	2.9	Incremental Facilities	108
	2.10	Permitted Debt Exchanges	111
	2.11	Specified Refinancing Facilities	113
	 	 	 
	SECTION 3	GENERAL PROVISIONS	115
	3.1	Interest Rates and Payment Dates	115
	3.2	Conversion and Continuation Options	116
	3.3	Minimum Amounts of Sets	117
	3.4	Optional and Mandatory Prepayments	117
	3.5	Administrative Agent’s Fee; Other Fees	132
	3.6	Computation of Interest and Fees	133
	3.7	Inability to Determine Interest Rate	133
	3.8	Pro Rata Treatment and Payments	135
	3.9	Illegality	136
	3.10	Requirements of Law	137
	3.11	Taxes	139
	3.12	[Reserved]	143
	3.13	Certain Rules Relating to the Payment of Additional Amounts	143
	3.14	Defaulting Lenders	145
	 	 	 
	SECTION 4	REPRESENTATIONS AND WARRANTIES	148
	4.1	Financial Condition	148
	4.2	No Change; Solvent	148
	4.3	Corporate Existence; Compliance with Law	148
	4.4	Corporate Power; Authorization; Enforceable Obligations	149
	4.5	No Legal Bar	149
	4.6	No Material Litigation	149
	4.7	No Default	150
	4.8	Ownership of Property; Liens	150



 






    		-i-	 



     


    

 


	 	 	Page
	 	 	 
	4.9	Intellectual Property	150
	4.10	No Burdensome Restrictions	150
	4.11	Taxes	150
	4.12	Federal Regulations	151
	4.13	ERISA	151
	4.14	Collateral	152
	4.15	Investment Company Act; Other Regulations	152
	4.16	Subsidiaries	152
	4.17	Purpose of Term Loans	152
	4.18	Environmental Matters	153
	4.19	No Material Misstatements	154
	4.20	Labor Matters	154
	4.21	Insurance	154
	4.22	Anti-Terrorism	154
	 	 	 
	SECTION 5	CONDITIONS PRECEDENT	155
	5.1	[Reserved]	155
	5.2	Conditions Precedent to Each Extension of Credit	155
	 	 	 
	SECTION 6	AFFIRMATIVE COVENANTS	155
	6.1	Financial Statements	156
	6.2	Certificates; Other Information	157
	6.3	Payment of Taxes	159
	6.4	Maintenance of Existence	159
	6.5	Maintenance of Property; Insurance	159
	6.6	Inspection of Property; Books and Records; Discussions	161
	6.7	Notices	161
	6.8	Environmental Laws	162
	6.9	After-Acquired Real Property and Fixtures and Future Subsidiaries	163
	 	 	 
	SECTION 7	NEGATIVE COVENANTS	167
	7.1	Limitation on Indebtedness	167
	7.2	Limitation on Liens	172
	7.3	Limitation on Fundamental Changes	176
	7.4	Limitation on Asset Dispositions; Proceeds from Asset Dispositions and Recovery Events	178
	7.5	Limitation on Dividends and Other Restricted Payments	181
	7.6	Limitation on Transactions with Affiliates	186
	7.7	[Reserved]	188
	7.8	[Reserved]	188
	7.9	Limitation on Restrictions on Distributions from Restricted Subsidiaries	188
	7.10	Financial Covenant	190
	 	 	 
	SECTION 8	EVENTS OF DEFAULT	190
	8.1	Events of Default	190
	8.2	Borrower’s Right to Cure	194



 






    		-ii-	 



     


    

 


	 	 	Page
	 	 	 
	SECTION 9	THE AGENTS AND THE LEAD ARRANGERS	194
	9.1	Appointment	194
	9.2	The Administrative Agent and Affiliates	195
	9.3	Action by Agent	195
	9.4	Exculpatory Provisions	196
	9.5	Acknowledgement and Representation by Lenders	197
	9.6	Indemnity; Reimbursement by Lenders	198
	9.7	Right to Request and Act on Instructions	199
	9.8	[Reserved]	199
	9.9	Collateral Matters	200
	9.10	Successor Agent	202
	9.11	Withholding Tax	202
	9.12	Other Representatives	203
	9.13	Administrative Agent May File Proofs of Claims	203
	9.14	Application of Proceeds	204
	9.15	Approved Electronic Communications	204
	9.16	Certain ERISA Matters	205
	 	 	 
	SECTION 10	MISCELLANEOUS	206
	10.1	Amendments and Waivers	206
	10.2	Notices	213
	10.3	No Waiver; Cumulative Remedies	215
	10.4	Survival of Representations and Warranties	215
	10.5	Payment of Expenses and Taxes	216
	10.6	Successors and Assigns; Participations and Assignments	217
	10.7	Adjustments; Set-off; Calculations; Computations	225
	10.8	Judgment	225
	10.9	Counterparts	226
	10.10	Severability	226
	10.11	Integration	226
	10.12	GOVERNING LAW	226
	10.13	Submission to Jurisdiction; Waivers	227
	10.14	Acknowledgements	229
	10.15	WAIVER OF JURY TRIAL	229
	10.16	Confidentiality	230
	10.17	Incremental Indebtedness; Additional Indebtedness	231
	10.18	USA Patriot Act Notice	231
	10.19	Special Provisions Regarding Pledges of Capital Stock in, and Promissory Notes Owed by, Persons Not Organized in the United States	231
	10.20	Electronic Execution of Assignments and Certain Other Documents	231
	10.21	Effect of Amendment and Restatement on Original Credit Agreement	232
	10.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	232
	10.23	Acknowledgement Regarding Any Supported QFCs	233




 






    		-iii-	 



     


    

 


Page


 


SCHEDULES


 


	A	Commitments and Addresses
	B	[Reserved]
	C-1	Foreign Subsidiary Borrowers
	C-2	Foreign Subsidiary Jurisdictions
	4.4	Consents Required
	4.6	Litigation
	4.16	Subsidiaries
	4.18	Environmental Matters
	4.21	Insurance
	6.2	Document Posting Website
	7.2	Existing Liens


 


EXHIBITS


 


	A-1	Form of Term Loan Note
	A-2	Form of Revolving Note
	A-3	Form of Swing Line Note
	B	[Reserved]
	C	Form of Intercreditor Agreement
	D	Form of Mortgage 
	E	Form of Assignment and Acceptance
	F-1	Form of U.S. Tax Compliance Certificate
	F-2	Form of U.S. Tax Compliance Certificate
	F-3	Form of U.S. Tax Compliance Certificate
	F-4	Form of U.S. Tax Compliance Certificate
	G	Form of Specified Discount Prepayment Notice
	H	Form of Specified Discount Prepayment Response
	I	Form of Discount Range Prepayment Notice
	J	Form of Discount Range Prepayment Offer
	K	Form of Solicited Discounted Prepayment Notice
	L	Form of Solicited Discounted Prepayment Offer
	M	Form of Acceptance and Prepayment Notice
	N	Form of Joinder Agreement
	O	Form of Swing Line Loan Participation Certificate
	P	[Reserved]
	Q	Form of Solvency Certificate


 








    		-iv-	 



     


    

 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of November 5, 2019, among THE SERVICEMASTER COMPANY, LLC, a Delaware limited liability company as further defined in
subsection 1.1 (the “Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to
time party to this Agreement after the Second Restatement Effective Date) the several banks and other financial institutions from
time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and JPMORGAN CHASE
BANK, N.A., as administrative agent, collateral agent and issuing bank for the Lenders hereunder (in such capacities, respectively,
the “Administrative Agent”, “Collateral Agent” and, as further defined in subsection 1.1,
an “Issuing Bank”).


 


The parties hereto hereby agree as follows:


 


W I T N E S S E T H:


 


WHEREAS, the Borrower is party to that certain
Amended and Restated Credit Agreement, dated as of November 8, 2016 and as further amended, supplemented, waived or otherwise modified
prior to the effectiveness of the Fourth Amendment (as defined below) (the “Existing Credit Agreement”);


 


WHEREAS, the Administrative Agent and the
Lenders have agreed to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement,
and it has been agreed by such parties that the Loans outstanding as of the Second Restatement Effective Date and other “Obligations”
under and as defined in the Existing Credit Agreement shall be governed by and deemed to be outstanding under this Credit Agreement
with the intent that the terms of the Existing Credit Agreement shall hereafter have no further effect upon the parties thereto,
and all references to the “Credit Agreement” in any Loan Document or other document or instrument delivered in connection
therewith shall be deemed to refer to this Agreement and the provisions hereof; and


 


WHEREAS, the Borrower has requested that the
Lenders make the Loans and issue and participate in the Letters of Credit provided for herein.


 


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


 


SECTION 1       
DEFINITIONS.


 


1.1          
Defined Terms. As used in this Agreement, the following terms shall have the following meanings:


 






    		-1-	 



     


    

 


“ABR”: for any day, a rate
per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such
day plus 1⁄2 of 1% and (c) the Adjusted LIBOR Rate for a one month Interest Period on such day (or if such day is not
a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted
LIBOR Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest
Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day.  Any change in the ABR due to a change
in the Prime Rate, the NYFRB Rate or the Adjusted LIBOR Rate shall be effective from and including the effective date of such change
in the Prime Rate, the NYFRB Rate or the Adjusted LIBOR Rate, respectively.  If the ABR is being used as an alternate rate
of interest pursuant to subsection 3.7, then the ABR shall be the greater of clauses (a) and (b) above and shall be determined
without reference to clause (c) above.  For the avoidance of doubt, if the ABR as determined pursuant to the foregoing would
be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 


“ABR Loans”: Loans the
rate of interest applicable to which is based upon the ABR.


 


“Acceleration”: as defined
in subsection 8.1(e).


 


“Acceptable Discount”:
as defined in subsection 3.4(j).


 


“Acceptable Prepayment Amount”:
as defined in subsection 3.4(j).


 


“Acceptance and Prepayment Notice”:
an irrevocable written notice from the Borrower accepting a Solicited Discounted Prepayment Offer at the Acceptable Discount specified
therein pursuant to subsection 3.4(j) substantially in the form of Exhibit M.


 


“Acceptance Date”: as defined
in subsection 3.4(j).


 


“Accounts”: as defined
in the UCC; and, with respect to any Person, all such Accounts of such Person, whether now existing or existing in the future,
including (a) all accounts receivable of such Person (whether or not specifically listed on schedules furnished to
the Administrative Agent), including all accounts created by or arising from all of such Person’s sales of goods or rendition
of services made under any of its trade names, or through any of its divisions, (b) all unpaid rights of such Person
(including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or arising therefrom, (c) all
rights to any goods represented by any of the foregoing, including returned or repossessed goods, (d) all reserves
and credit balances held by such Person with respect to any such accounts receivable of any Obligors, (e) all letters
of credit, guarantees or collateral for any of the foregoing and (f) all insurance policies or rights relating to any
of the foregoing.


 






    		-2-	 



     


    

 


“Acquired Indebtedness”:
Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of
the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Additional Assets”: (i) any
property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property
or assets (other than Indebtedness and Capital Stock) used or to be used by the Borrower or a Restricted Subsidiary or otherwise
useful in a Related Business (including any capital expenditures on any property or assets already so used); (iii) the
Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Borrower or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at
such time is a Restricted Subsidiary acquired from a third party.


 


“Additional Incremental Lender”:
as defined in subsection 2.9(b).


 


“Additional Indebtedness”:
as defined in any Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, or, if no such Intercreditor Agreement
is in effect, any Indebtedness that is or may from time to time be incurred in compliance with subsection 7.1 and that is secured
by a Lien on Collateral and is permitted to be so secured by subsection 7.2, and is designated as “Additional Indebtedness”
by the Borrower in writing to the Administrative Agent.


 


“Additional Obligations”:
senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking pari passu to the
Lien securing the Senior Credit Facility Obligations, (y) secured by a Lien ranking junior to the Lien securing the
Senior Credit Facility Obligations or (z) unsecured), including customary bridge financings, in each case issued or
incurred by the Borrower or a Guarantor, the terms of which Indebtedness (i) do not provide for a maturity date or
weighted average life to maturity earlier than the Initial Term Loan Maturity Date or shorter than the remaining weighted average
life to maturity of the Initial Term Loans, as the case may be (other than an earlier maturity date and/or shorter weighted average
life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted
into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted
average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial
Term Loans, as applicable), (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination
to the Senior Credit Facility Obligations under the Loan Documents as reasonably determined by the Borrower in good faith and (iii) do
not provide for any mandatory repayment or redemption from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition
in respect of any assets, business or Person the acquisition of which was financed, all or in part, with such Additional Obligations
and the disposition of which was contemplated by any definitive agreement in respect of such acquisition) or Recovery Events or
such Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset Disposition or Recovery Event or from Excess Cash Flow
are required to be applied to repay the Initial Term Loans hereunder pursuant to subsection 3.4(e), on more than a ratable basis
with the Initial Term Loans (after giving effect to any amendment in accordance with subsection 10.1(d)(v)); provided that
(a) such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the
Senior Credit Facility Obligations, or be guaranteed by any Person other than the Guarantors, and (b) if secured by
Collateral, such Indebtedness (and all related Obligations) shall be subject to the terms of an Intercreditor Agreement or an Other
Intercreditor Agreement.


 






    		-3-	 



     


    

 


“Additional Obligations Documents”:
any document or instrument (including any guarantee, security agreement or mortgage and which may include any or all of the Loan
Documents) issued or executed and delivered with respect to any Additional Obligations or Rollover Indebtedness by any Loan Party.


 


“Additional Specified Refinancing
Lender”: as defined in subsection 2.11(b).


 


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


 


“Administrative Agent”:
as defined in the Preamble hereto and shall include any successor to the Administrative Agent appointed pursuant to subsection
9.10.


 


“Affected Loans”: as defined
in subsection 3.9.


 


“Affiliate”: with respect
to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Affiliate Transaction”:
as defined in subsection 7.6(a).


 


“Agents”: the collective
reference to the Administrative Agent and the Collateral Agent.


 






    		-4-	 



     


    

 


“Aggregate Outstanding Revolving
Credit”: as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Loans made by such Lender then outstanding (including, without limitation, in the case of Revolving Loans then outstanding
in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), (b) such Lender’s
Revolving Commitment Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Commitment
Percentage of the Swing Line Loans then outstanding.


 


“Agreement”: this Credit
Agreement, as amended, supplemented, waived or otherwise modified, from time to time.


 


“Amendment”: as defined
in subsection 7.9(c).


 


“Anti-Corruption Laws”:
the Foreign Corrupt Practices Act of 1977, as amended.


 


“Applicable Commitment Fee Percentage”:
the rate per annum on the undrawn portion of the Revolving Commitments as set forth below as determined by reference to the Consolidated
Total Leverage Ratio:


 


	Pricing Level	Consolidated

 Total Leverage

 Ratio	Commitment 

Fee Rate
	1	> 2.50	30 bps
	2	≤ 2.50	25 bps


 


provided that, until a certified calculation
of the Consolidated Total Leverage Ratio is delivered for the first full fiscal quarter after the Second Restatement Effective
Date, the Applicable Commitment Fee Percentage shall be set at the margin in the row styled “Pricing Level 1.” Except
as set forth in the foregoing proviso, the Applicable Commitment Fee Percentage shall be re-determined quarterly on the first day
of the month following the date of delivery to the Administrative Agent of a Compliance Certificate in accordance with subsection
6.2(b); provided, that if such Compliance Certificate is not provided in accordance with subsection 6.2(b), the Applicable
Commitment Fee Percentage shall be set at the margin in the row styled “Pricing Level 1” as of the first day of the
month following the end of the quarter for which the Compliance Certificate was not delivered until the date on which such Compliance
Certificate is delivered (on which date, the Applicable Commitment Fee Percentage shall be set at the margin based upon the calculations
disclosed by such certification).


 


In the event that the calculation of the
Consolidated Total Leverage Ratio provided in the Compliance Certificate previously delivered pursuant to subsection 6.2(b)
was inaccurate (and such inaccuracy is discovered while any Loans are outstanding), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Commitment Fee Percentage for the Commitment Fee for any period (an “Applicable
Period”) than the Applicable Commitment Fee Percentage applied for such Applicable Period, then, to the extent any Loans
are outstanding at such time, (i) the Borrower shall as soon as practicable deliver to the Administrative Agent the correct
Compliance Certificate for such Applicable Period, (ii) the Commitment Fee shall be determined as if the Pricing Level for such
higher Applicable Commitment Fee Percentage were applicable for such Applicable Period, and (iii) the Borrower shall within ten (10)
Business Days of written demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional interest
or Commitment Fee owing as a result of such increased Applicable Commitment Fee Percentage for the Commitment Fee for such Applicable
Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement.


 






    		-5-	 



     


    

 


“Applicable Discount”:
as defined in subsection 3.4(j).


 


“Applicable Margin”: in
respect of (a) Initial Revolving Loans and Swing Line Loans, the percentage per annum as set forth below as determined
by reference to the Consolidated Total Leverage Ratio and (b) Initial Term Loans (i) with respect to ABR
Loans, 0.75% per annum, and (ii) with respect to Eurocurrency Loans, 1.75% per annum.


 


	Pricing Level	Consolidated 

Total Leverage 

Ratio	Eurocurrency 

Loan Margin	ABR Loan 

Margin
	1	> 2.50	1.75%	0.75%
	2	≤ 2.50	1.50%	0.50%


 


provided that, until a certified calculation
of the Consolidated Total Leverage Ratio is delivered for the first full fiscal quarter after the Second Restatement Effective
Date, the Applicable Margin shall be set at the margin in the row styled “Pricing Level 1.” Except as set forth in
the foregoing proviso, the Applicable Margin shall be re-determined quarterly on the first day of the month following the date
of delivery to the Administrative Agent of a Compliance Certificate in accordance with subsection 6.2(b); provided, that
if such Compliance Certificate is not provided in accordance with subsection 6.2(b), the Applicable Margin shall be set at the
margin in the row styled “Pricing Level 1” as of the first day of the month following the end of the quarter for which
the Compliance Certificate was not delivered until the date on which such Compliance Certificate is delivered (on which date, the
Applicable Margin shall be set at the margin based upon the calculations disclosed by such certification).


 


In the event that the certified calculation
of the Consolidated Total Leverage Ratio provided in the Compliance Certificate previously delivered pursuant to subsection 6.2(b)
was inaccurate (and such inaccuracy is discovered while any Loans are outstanding), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin for the Loans for any period (an “Applicable Period”) than
the Applicable Margin applied for such Applicable Period, then, to the extent any Loans are outstanding at such time, (i) the
Borrower shall as soon as practicable deliver to the Administrative Agent the correct Compliance Certificate for such Applicable
Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable
for such Applicable Period, and (iii) the Borrower shall within ten (10) Business Days of written demand thereof by the Administrative
Agent pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for
the Loans for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this
Agreement.


 






    		-6-	 



     


    

 


Notwithstanding the foregoing, the Applicable
Margin in respect of any Extended Loan shall be the applicable percentages per annum set forth in the relevant Extension Amendment.


 


“Approved Electronic Communications”:
each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise
chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including
(a) any supplement, joinder or amendment to the Security Documents and any other written communication delivered or
required to be delivered in respect of any Loan Document or the transactions contemplated therein and (b) any financial
statement, financial and other report, notice, request, certificate and other information material; provided that “Approved
Electronic Communications” shall exclude (i) any notice pursuant to subsection 3.4 and (ii) all
notices of any Default.


 


“Approved Electronic Platform”:
as defined in subsection 9.15.


 


“Approved Fund”: as defined
in subsection 10.6(b).


 






    		-7-	 



     


    

 


“Asset Disposition”: any
sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying
shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred
to for the purposes of this definition as a “disposition”) by the Borrower or any of its Restricted Subsidiaries (including
any disposition by means of a merger, consolidation, division or similar transaction), other than (i) a disposition
to the Borrower or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business, (iii) a
disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount
(with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising
in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any
Restricted Payment Transaction, (vi) a disposition that is governed by subsection 7.3, (vii) any Financing
Disposition, (viii) any “fee in lieu” or other disposition of assets to any Governmental Authority that
continue in use by the Borrower or any Restricted Subsidiary, so long as the Borrower or any Restricted Subsidiary may obtain title
to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property pursuant to or intended
to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or
otherwise used in a Related Business, (x) any financing transaction with respect to property built or acquired by the
Borrower or any Restricted Subsidiary after the Second Restatement Effective Date, including without limitation any sale/leaseback
transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation or similar action
with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement,
or necessary or advisable (as determined by the Borrower in good faith) in order to consummate any acquisition of any Person, business
or assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) any
disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xiii) a disposition
of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Borrower
or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired
its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition,
(xiv) a disposition of not more than 5% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved
by the Board of Directors, (xv) any disposition or series of related dispositions for aggregate consideration not to
exceed $50.0 million, (xvi) any Exempt Sale and Leaseback Transaction, (xvii) the abandonment or other disposition
of patents, trademarks, copyrights or other intellectual property that are, in the reasonable judgment of the Borrower, no longer
economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole
or (xviii) dispositions for Net Available Cash not exceeding in the aggregate in any fiscal year $15.0 million.


 


“Assignee”: as defined
in subsection 10.6(b).


 


“Assignment and Acceptance”:
an Assignment and Acceptance, substantially in the form of Exhibit E.


 


“AUD Screen Rate”: with
respect to any Interest Period, the average bid reference rate administered by the Australian Financial Markets Association (or
any other Person that takes over the administration of such rate) for Australian dollar bills of exchange with a tenor equal in
length to such Interest Period as displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such
Reuters page, 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 as shall be selected by the Administrative Agent from time to time in its reasonable
discretion) at or about 11:00 a.m. (Sydney, Australia time) on the first day of such Interest Period. If the AUD Screen Rate shall
be less than zero, the AUD Screen Rate shall be deemed to be zero for purposes of this Agreement.


 


“Australian Dollars”: the
lawful currency of the Commonwealth of Australia, as in effect from time to time.


 






    		-8-	 



     


    

 


“Available Revolving Commitment”:
as to any Lender at any time, an amount equal to the excess, if any, of (a) the amount of such Lender’s Revolving
Commitment at such time over (b) the sum of (i) the aggregate unpaid principal amount at such time of all
Revolving Loans made by such Lender (including, without limitation, in the case of Revolving Loans made by such Lender in any Designated
Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof), (ii) an amount equal to
such Lender’s Revolving Commitment Percentage of the aggregate unpaid principal amount at such time of all Swing Line Loans;
provided that for purposes of calculating Available Revolving Commitments pursuant to subsection 3.5(b) such amount in this
clause (b)(ii) shall be zero, and (iii) an amount equal to such Lender’s Revolving Commitment Percentage of the
outstanding L/C Obligations at such time; collectively, as to all the Lenders, the “Available Revolving Commitments”.


 


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


 


“Bail-In Legislation”:
with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing
law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.


 


“Bank Products Agreement”:
as defined in the Guarantee and Collateral Agreement.


 


“Bankruptcy Proceeding”:
as defined in subsection 10.6(h).


 


“Benefited Lender”: as
defined in subsection 10.7(a).


 


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


 


“Board”: the Board of Governors
of the Federal Reserve System.


 


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


 






    		-9-	 



     


    

 


“Borrower”: The ServiceMaster
Company, LLC or any successor in interest thereto permitted hereunder.


 


“Borrower Offer of Specified Discount
Prepayment”: the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant
to subsection 3.4(j)(ii).


 


“Borrower Solicitation of Discount
Range Prepayment Offers”: the solicitation by the Borrower of offers for, and the corresponding acceptance, if any, by
a Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to subsection 3.4(j)(iii).


 


“Borrower Solicitation of Discounted
Prepayment Offers”: the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Lender
of, a voluntary prepayment of Term Loans at a discount to par pursuant to subsection 3.4(j)(iv).


 


“Borrowing Date”: any Business
Day specified in a notice pursuant to subsection 2.3 or 2.7(b) as a date on which the Borrower requests the Lenders to make
Loans hereunder or any Issuing Bank to issue a Letter of Credit hereunder.


 


“Business Day”: a day other
than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New
York City, except that, (a) when used in connection with any Eurocurrency Loan denominated in Dollars, “Business
Day” shall mean any Business Day on which dealings in Dollars between banks may be carried on in London, England and New
York, New York, and (b) when used in connection with a Eurocurrency Loan denominated in any Designated Foreign Currency,
 “Business Day” shall mean any day on which dealings in such Designated Foreign Currency between banks may be carried
on in London, England, New York, New York and the principal financial center of such Designated Foreign Currency; provided,
however, that, with respect to notices and determinations in connection with, and payments of principal and interest on,
Loans denominated in Euros, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer
System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Administrative
Agent to be suitable replacement) is open for settlement of payment in Euros.


 


“Canadian Dollars”: the
lawful currency of Canada.


 


“Capital Expenditures”:
with respect to any Person for any period, the aggregate of all expenditures by such Person and its consolidated Subsidiaries during
such period (exclusive of expenditures made for Investments permitted by subsection 7.5) which, in accordance with GAAP, are or
should be included in “capital expenditures”.


 






    		-10-	 



     


    

 


“Capital Stock”: of any
Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.


 


“Capitalized Lease Obligation”:
an obligation that is required to be classified as, and expenses in respect of which are recognized as for, a capitalized lease
for income statement reporting purposes in accordance with GAAP; provided that and for avoidance of doubt, the term “Capitalized
Lease Obligation” does not include any operating leases entered into in the ordinary course of business that do not effectively
transfer control of the underlying asset and do not represent an in-substance financed purchase of an asset under GAAP, including,
without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended
or re-codified from time to time, notwithstanding that GAAP and such accounting rules and regulations, such as Accounting Standards
Codification 842, may require that such obligations be recognized on the balance sheet of such Person as a lease liability (along
with the related right-of-use asset). The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment
of rent or any other amount due under the related lease.


 


“Captive Insurance Subsidiary”:
any of (a) Steward Insurance Company, a Tennessee corporation, and any successor in interest thereto, so long as such
Person either (x) satisfies the requirements of clause (c) below or (y) does not enter into
any new insurance policies after the Second Restatement Effective Date insuring risks of any Persons other than the Borrower and
its Subsidiaries, (b) any Subsidiary of any Captive Insurance Subsidiary referred to in clause (a) above
and (c) any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).


 


“Cash Equivalents”: any
of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States
of America, Canada or a member state of the European Union or any agency or instrumentality of any thereof, (c) time
deposits, certificates of deposit or bankers’ acceptances of (i) any Lender or any affiliate thereof or (ii) any
commercial bank having capital and surplus in excess of $500.0 million (or the foreign currency equivalent thereof as of the date
of such investment) and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by
S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable
rating of another nationally recognized rating agency), (d) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution
meeting the qualifications specified in clause (c) above, (e) money market instruments, commercial paper or other
short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s
(or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (f) investments
in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment
Company Act, (g) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of
Directors, and (h) solely with respect to any Captive Insurance Subsidiary, any investment that person is permitted
to make in accordance with applicable law.


 






    		-11-	 



     


    

 


“CDOR Screen Rate”: for
the relevant Interest Period, the Canadian deposit offered rate which, in turn means on any day the annual rate of interest determined
with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant
Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters
Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from
time to time, as of 10:00 a.m. Toronto local time on the first day of such Interest Period and, if such day is not a business day,
then on the immediately preceding business day (as adjusted by Administrative Agent after 10:00 a.m. Toronto local time to reflect
any error in the posted rate of interest or in the posted average annual rate of interest). If the CDOR Screen Rate shall be less
than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.


 


“Change in Law”: as defined
in subsection 3.11(a).


 


“Change of Control”: (i)
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Permitted Holders, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange
Act) of (A) so long as the Borrower is a Subsidiary of any Parent, shares of Voting Stock having more than 50% of the total voting
power of all outstanding shares of such Parent (other than a Parent that is a Subsidiary of another Parent) and (B) if the Borrower
is not a Subsidiary of any Parent, shares of Voting Stock having more than 50% of the total voting power of all outstanding shares
of the Borrower; (ii) Holding shall cease to own, directly or indirectly, 100% of the Capital Stock of the Borrower (or any successor
to the Borrower permitted pursuant to subsection 7.3) or (iii) a “Change of Control” as defined in the Senior
Notes Indenture (or any indenture or other agreement governing Refinancing Indebtedness in respect of the Senior Notes and in each
case relating to Indebtedness in an aggregate principal amount equal to or greater than $75,000,000); as used in this paragraph
 “Voting Stock” shall mean shares of Capital Stock entitled to vote generally in the election of directors. Notwithstanding
anything to the contrary in the foregoing, the Transactions shall not constitute or give rise to a Change of Control.


 


“Change of Control Offer”:
(a) an offer by the Borrower to pay the Term Loans and the Revolving Loans (and to terminate the related Revolving
Commitments and cancel, backstop or cash collateralize on terms satisfactory to each Issuing Bank any Letters of Credit issued
by it) and any amounts then due and owing to each Lender and the Administrative Agent hereunder and under any Note and (b) payment
by the Borrower in full thereof to (and termination of any related applicable commitment of) each such Lender or the Administrative
Agent which has accepted such offer (and to the extent the Outstanding Amount of Revolving Loans and all L/C Obligations would
exceed the remaining Revolving Commitments (such excess amount, the “Overdrawn Amount”), provision to the Administrative
Agent for the benefit of the applicable Issuing Bank cash collateral in an amount equal to 101% of such Overdrawn Amount).


 






    		-12-	 



     


    

 


“Claim”: as defined in
subsection 10.6(h).


 


“Co-Documentation Agents”:
BofA Securities, Inc. and Fifth Third Bank as Co-Documentation Agents.


 


“Co-Syndication Agents”:
Barclays Bank PLC and HSBC Securities (USA) Inc. as Co-Syndication Agents.


 


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


 


“Collateral”: all assets
of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.


 


“Collateral Agent”: as
defined in the Preamble hereto and shall include any successor to the Collateral Agent appointed pursuant to subsection 9.10.


 


“Commercial Letter of Credit”:
as defined in subsection 2.7(a).


 


“Commitment”: as to any
Lender, such Lender’s Initial Term Loan Commitments, Incremental Commitments, Initial Revolving Commitments, Extended Revolving
Commitments and Specified Refinancing Revolving Commitment, as the context requires.


 


“Commodities Agreement”:
in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including
derivative agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Commonly Controlled Entity”:
an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA
or is part of a group which includes the Borrower and which is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Sections
414(m) and (o) of the Code.


 


“Conduit Lender”: any special
purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such
Lender and designated by such Lender in a written instrument delivered to the Administrative Agent (a copy of which shall be provided
by the Administrative Agent to the Borrower on request); provided that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations under this Agreement, including its obligation to fund a Loan
if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect
to its Conduit Lender, and provided further that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to any provision of this Agreement, including without limitation subsection 3.10, 3.11, 3.12 or 10.5, than
the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender if
such designating Lender had not designated such Conduit Lender hereunder, except to the extent that a right to a greater amount
results from a change in law after the designation of the Conduit Lender; provided, however, in the case of any Foreign
Subsidiary Borrower, this clause (a) shall not apply to any greater payment of additional amounts under subsection 3.11,
(b) be deemed to have any Commitment or (c) be designated if such designation would otherwise increase
the costs of any Facility to the Borrower.


 






    		-13-	 



     


    

 


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


 


“Consolidated Coverage Ratio”:
as of any date of determination, the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the
most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements
of the Borrower (or any Parent whose financial statements satisfy the Borrower’s reporting obligations under subsection 6.1(a)
or 6.1(b)) are available, to (ii) Consolidated Interest Expense for such four fiscal quarters; provided that:


 


(1)       if
since the beginning of such period the Borrower or any Restricted Subsidiary has Incurred any Indebtedness or the Borrower has
issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise
to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness or an issuance of Designated Preferred
Stock of the Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect
on a pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had
been Incurred or issued, as applicable, on the first day of such period (except that in making such computation, the amount of
Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the
average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was
outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance
of such Indebtedness during the period from the date of creation of such facility to the date of such calculation),


 






    		-14-	 



     


    

 


(2)       if
since the beginning of such period the Borrower or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise
acquired, retired or discharged any Indebtedness, or any Designated Preferred Stock of the Borrower, that is no longer outstanding
on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving
credit facility unless such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a
Discharge of Designated Preferred Stock of the Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Discharge of Indebtedness or Designated Preferred Stock, including
with the proceeds of such new Indebtedness or such new Designated Preferred Stock of the Borrower, as if such Discharge had occurred
on the first day of such period,


 


(3)       if
since the beginning of such period the Borrower or any Restricted Subsidiary shall have disposed of any company, any business or
any group of assets constituting an operating unit of a business or designated any Restricted Subsidiary as an Unrestricted Subsidiary
(any such disposition or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by
an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such
period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable
to any Indebtedness of the Borrower or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired,
retired or discharged with respect to the Borrower and its continuing Restricted Subsidiaries in connection with such Sale for
such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if
the Capital Stock of any Restricted Subsidiary is sold or any Restricted Subsidiary is designated as an Unrestricted Subsidiary,
the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent
the Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale,


 


(4)       if
since the beginning of such period the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business
or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in
connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted
Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related
Indebtedness) as if such Purchase occurred on the first day of such period, and


 






    		-15-	 



     


    

 


(5)       if
since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower
or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made
any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Borrower
or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such
period;


 


provided that (in the event that the Borrower shall classify
Indebtedness Incurred on the date of determination as Incurred in part under subsection 7.1(a) and in part under subsection 7.1(b),
as provided in subsection 7.1(c)(iii)) any such pro forma calculation of Consolidated Interest Expense shall not give effect
to any such Incurrence of Indebtedness on the date of determination pursuant to subsection 7.1(b) (other than, if the Borrower
at its option has elected to disregard Indebtedness being Incurred on the date of determination in part under subsection 7.1(a)
for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date of determination in part
under subsection 7.1(b)(xiii), subsection 7.1(b)(xiii)) or to any Discharge of Indebtedness from the proceeds of any such Incurrence
pursuant to such subsection 7.1(b) (other than subsection 7.1(b)(xiii), if the Incurrence of Indebtedness under subsection 7.1(b)(xiii)
is being given effect to in the calculation of the Consolidated Coverage Ratio).


 


For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto
and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased
or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including
without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction)
shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the Borrower provided
that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected
by the Borrower to be taken no later than 18 months after the date of determination. If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of
interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness
is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as
the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred
under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance
of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP.


 






    		-16-	 



     


    

 


“Consolidated EBITDA”:
for any period, the Consolidated Net Income for such period, plus (x) the following to the extent deducted in
calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated
or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated Interest
Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other than
Special Purpose Financing Expense), any Special Purpose Financing Fees and (for purposes of calculating the Consolidated Total
Leverage Ratio) any Special Purpose Financing Expense, (iii) depreciation, amortization (including but not limited
to amortization of goodwill and intangibles and amortization and write-off of financing costs) and all other non-cash charges or
non-cash losses, (iv) any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted
by this Agreement (whether or not consummated or incurred, and including any offering or sale of Capital Stock to the extent the
proceeds thereof were intended to be contributed to the equity capital of the Borrower or any of its Restricted Subsidiaries),
(v) the amount of any minority interest expense, (vi) [Reserved], (vii) interest and investment
income, (viii) the amount of loss on any Financing Disposition, and (ix) any costs or expenses pursuant
to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program
or arrangement, or any stock subscription or shareholder agreement, to the extent funded with cash proceeds contributed to the
capital of the Borrower or an issuance of Capital Stock of the Borrower (other than Disqualified Stock) and excluded from the calculation
set forth in subsection 7.5(a)(3), plus (y) the amount of net cost savings projected by the Borrower in good
faith to be realized as a result of actions taken or to be taken (calculated on a pro forma basis as though such cost savings
had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such
actions; provided that (x) such cost savings are reasonably identifiable and factually supportable and (y) such
actions have been taken or are to be taken within 18 months after the date of determination to take such action (which adjustments
may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the proviso to the definition of “Consolidated
Coverage Ratio”, “Consolidated First Lien Leverage Ratio”, “Consolidated Secured Leverage Ratio”
or “Consolidated Total Leverage Ratio”), plus (z) solely with respect to determining compliance with subsection
7.10, any Cure Amounts.


 


“Consolidated First Lien Indebtedness”:
as of any date of determination, an amount equal to (i) the Consolidated Indebtedness as of such date that in each
case is then secured by Liens on property or assets of the Borrower and its Restricted Subsidiaries (other than (x) Indebtedness
secured by a Lien ranking junior to or subordinated to the Liens securing the Senior Credit Facility Obligations and (y) property
or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), minus
(ii) Unrestricted Cash of the Borrower and its Restricted Subsidiaries.


 


“Consolidated First Lien Leverage
Ratio”: as of any date of determination, the ratio of (x) Consolidated First Lien Indebtedness as at such
date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount
of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which consolidated financial statements of the Borrower are available, provided that:


 






    		-17-	 



     


    

 


(1)       if
since the beginning of such period the Borrower or any Restricted Subsidiary shall have made a Sale, the Consolidated EBITDA for
such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the
subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto
for such period;


 


(2)       if
since the beginning of such period the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred
on the first day of such period; and


 


(3)       if
since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Borrower or a Restricted
Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma
effect thereto as if such Sale or Purchase occurred on the first day of such period.


 


For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating
thereto, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings
or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a Responsible Officer
of the Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction,
the related actions are expected by the Borrower to be taken no later than 18 months after the date of determination.


 


“Consolidated Indebtedness”:
at the date of determination thereof, an amount equal to (i) the aggregate principal amount of outstanding Indebtedness
of the Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money
(including Purchase Money Obligations and unreimbursed outstanding drawn amounts under-funded letters of credit); Capitalized Lease
Obligations and debt obligations evidenced by bonds, debentures, notes or similar instruments, determined on a Consolidated basis
in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations),
minus (ii) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred
pursuant to, subsection 7.1(b)(ix).


 






    		-18-	 



     


    

 


“Consolidated Interest Expense”:
for any period,


 


(i)          
the total interest expense of the Borrower and its Restricted Subsidiaries to the extent deducted in calculating Consolidated
Net Income, net of any interest income of the Borrower and its Restricted Subsidiaries, including without limitation any such interest
expense consisting of (a) interest expense attributable to Capitalized Lease Obligations, (b) amortization
of debt discount, (c) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Borrower
or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Borrower or any Restricted Subsidiary,
(d) non-cash interest expense, (e) the interest portion of any deferred payment obligation and (f) commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus


 


(ii)         
Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Borrower held by Persons other than the Borrower
or a Restricted Subsidiary, minus


 


(iii)        
to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off
of financing costs, Special Purpose Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness,
expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting, and any “additional
interest” in respect of registration rights arrangements for any securities, plus


 


(iv)        
dividends paid in cash on Designated Preferred Stock pursuant to subsection 7.5(b)(xv)(A) or (B),


 


in each case under clauses (i) through (iv) as determined on
a Consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect
to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to Interest Rate Agreements.


 


“Consolidated Net Income”:
for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends; provided that, without duplication, there shall
not be included in such Consolidated Net Income:


 


(i)          
any net income (loss) of any Person that is not the Borrower or a Restricted Subsidiary, except that the Borrower’s
equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate
amount actually distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained
in clause (ii) below),


 






    		-19-	 



     


    

 


(ii)         
solely for purposes of determining the amount available for Restricted Payments under subsection 7.5(a)(3)(A) or determining
Excess Cash Flow, any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary
is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such
Restricted Subsidiary, directly or indirectly, to the Borrower by operation of the terms of such Restricted Subsidiary’s
charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted
Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions
pursuant to the Loan Documents, the Senior Notes, the Senior Notes Indenture, the Existing Notes or the Existing Notes Indenture,
and (z) restrictions in effect on the Second Restatement Effective Date with respect to a Restricted Subsidiary and
other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Lenders
than such restrictions in effect on the Second Restatement Effective Date), except that the Borrower’s equity in the net
income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate
amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to
the Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted
Subsidiary, to the limitation contained in this clause),


 


(iii)        
any gain or loss realized upon (x) the sale, abandonment or other disposition of any asset of the Borrower or
any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed
of in the ordinary course of business (as determined in good faith by the Board of Directors) or (y) the disposal,
abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary, and any income (loss) from disposed,
abandoned or discontinued operations,


 


(iv)        
any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges
associated with the Transactions and any acquisition, merger or consolidation after the Second Restatement Effective Date),


 


(v)         
the cumulative effect of a change in accounting principles,


 


(vi)        
all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or
Hedging Obligations or other derivative instruments,


 






    		-20-	 



     


    

 


(vii)       
any unrealized gains or losses in respect of Currency Agreements,


 


(viii)      
any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency
other than the functional currency of such Person,


 


(ix)         
any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards,


 


(x)         
to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction
gains or losses in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower
or any Restricted Subsidiary,


 


(xi)         
any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting
(including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up
of assets to the extent resulting from such purchase accounting adjustments),


 


(xii)        
any impairment charge or asset write-off, including any charge or write-off related to intangible assets, long-lived assets
or investments in debt and equity securities, and any amortization of intangibles,


 


(xiii)      
any fees and expenses (or amortization thereof), and any charges or costs, in connection with any acquisition, Investment,
Asset Disposition, issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification
of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, and including any such transaction
consummated prior to the Second Restatement Effective Date),


 


(xiv)      
any accruals and reserves established or adjusted within twelve months after the Second Restatement Effective Date that
are established as a result of the Transactions, and any changes as a result of adoption or modification of accounting policies,
and


 


(xv)        
to the extent covered by insurance and actually reimbursed (or the Borrower has determined that there exists reasonable
evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing
within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation
of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365-day period)), any expenses
with respect to liability or casualty events or business interruption.


 






    		-21-	 



     


    

 


Notwithstanding the foregoing, for the purpose
of subsection 7.5(a)(3)(A) only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting
of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Borrower or a
Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments
of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net
Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Borrower to increase
the amount of Restricted Payments permitted under such covenant pursuant to subsection 7.5(a)(3)(C) or (D).


 


“Consolidated Secured Indebtedness”:
as of any date of determination, an amount equal to (a) the Consolidated Indebtedness as of such date that in each
case is then secured by Liens on property or assets of the Borrower and its Restricted Subsidiaries (other than property or assets
held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), minus (b) the
aggregate amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries.


 


“Consolidated Secured Leverage Ratio”:
as of any date of determination, the ratio of (x) Consolidated Secured Indebtedness as at such date (after giving effect
to any Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount of Consolidated EBITDA for
the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated
financial statements of the Borrower (or, any Parent whose financial statements satisfy the Borrower’s reporting obligations
under subsection 6.1(a) or 6.1(b)) are available, provided that:


 


(1)       if
since the beginning of such period the Borrower or any Restricted Subsidiary shall have made a Sale, the Consolidated EBITDA for
such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the
subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto
for such period;


 


(2)       if
since the beginning of such period the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the
first day of such period; and


 


(3)       if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Borrower or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such
Sale or Purchase occurred on the first day of such period;


 






    		-22-	 



     


    

 


provided that, (x) in the event that the Borrower
shall classify Indebtedness Incurred on the date of determination as secured in part pursuant to subsection 7.2(k)(i) in respect
of Indebtedness Incurred pursuant to subsection 7.1(b)(i) and clause (i) of the definition of “Maximum Incremental Facilities
Amount” and in part pursuant to one or more other clauses of subsection 7.2 (other than clause (r)), as provided
in clause (x) of the second sentence of subsection 7.2, any calculation of the Consolidated Secured Leverage Ratio, including
in the definition of “Maximum Incremental Facilities Amount,” shall not include any such Indebtedness (and shall not
give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause
of subsection 7.2 and (y) in the event that the Borrower shall classify Indebtedness Incurred on the date of determination
as secured in part pursuant to subsection 7.2(r) and in part pursuant to one or more other clauses of subsection 7.2
(other than clause (k)(i) in respect of Indebtedness Incurred pursuant to subsection 7.1(b)(i) and clause (i) of
the definition of “Maximum Incremental Facilities Amount”), as provided in clause (y) of the second sentence of
subsection 7.2, any calculation of the Consolidated Secured Leverage Ratio shall not include any such Indebtedness (and shall
not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause
of subsection 7.2.


 


For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto,
the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies
relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a Responsible Officer of the
Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the
related actions are expected by the Borrower to be taken no later than 18 months after the date of determination.


 


“Consolidated Tangible Assets”:
as of any date of determination, the total assets less the sum of the goodwill, net, and other intangible assets, net, in each
case reflected on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at the end of the most recently
ended fiscal quarter of the Borrower for which such a balance sheet is available, determined on a Consolidated basis in accordance
with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or any Investment, on a pro forma basis
including any property or assets being acquired in connection therewith).


 


“Consolidated Total Indebtedness”:
at the date of determination thereof, an amount equal to (i) the aggregate principal amount of outstanding Indebtedness
of the Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money
(including Purchase Money Obligations and unreimbursed outstanding drawn amounts under-funded letters of credit); Capitalized Lease
Obligations and debt obligations evidenced by bonds, debentures, notes or similar instruments; and (in the case of any Restricted
Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding
items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations) minus (ii) the
amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries.


 






    		-23-	 



     


    

 


“Consolidated Total Leverage Ratio”:
as of any date of determination, the ratio of (x) Consolidated Total Indebtedness as at such date (after giving effect
to any Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount of Consolidated EBITDA for
the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated
financial statements of the Borrower (or, any Parent whose financial statements satisfy the Borrower’s reporting obligations
under subsection 6.1(a) or 6.1(b)) are available, provided that:


 


(1)         
if since the beginning of such period, the Borrower or any Restricted Subsidiary shall have made a Sale, the Consolidated
EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets
that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such period;


 


(2)         
if since the beginning of such period, the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise)
shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made
hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred
on the first day of such period; and


 


(3)         
if since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into
the Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase
that would have required an adjustment pursuant to clause (1) or (2) above if made by the Borrower or a Restricted Subsidiary
since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto
as if such Sale or Purchase occurred on the first day of such period.


 


provided that, for purposes of the foregoing calculation,
in the event that the Borrower shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to
subsection 7.1(b)(xiii) (other than by reason of subclause (2) of the proviso to such clause (xiii)) and in part pursuant
to one or more other clauses of subsection 7.1(b) and/or (unless the Borrower at its option has elected to disregard Indebtedness
being Incurred on the date of determination in part pursuant to subclause (2) of the proviso to subsection 7.1(b)(xiii) for
purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under subsection 7.1(a))
pursuant to subsection 7.1(a) (as provided in subsections 7.1(c)(ii) and (iii)), Consolidated Total Indebtedness shall
not include any such Indebtedness Incurred pursuant to one or more such other clauses of subsection 7.1(b) and/or pursuant
to subsection 7.1(a), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such Indebtedness
being disregarded for purposes of the calculation of the Consolidated Total Leverage Ratio that otherwise would be included in
Consolidated Total Indebtedness.


 






    		-24-	 



     


    

 


For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating
thereto, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings
or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a Responsible Officer
of the Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction,
the related actions are expected by the Borrower to be taken no later than 18 months after the date of determination.


 


“Consolidated Working Capital”:
at any date, the excess of (a) the sum of all amounts (other than cash, Cash Equivalents and Temporary Cash Investments)
that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption)
on a consolidated balance sheet of the Borrower at such date excluding the current portion of current and deferred income taxes
over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total
current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower on such date, including deferred
revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness
consisting of Loans to the extent otherwise included therein, (iii) the current portion of interest and (iv) the
current portion of current and deferred income taxes.


 


“Consolidation”: the consolidation
of the accounts of each of the Restricted Subsidiaries with those of the Borrower in accordance with GAAP; provided that
 “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of
the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated”
has a correlative meaning.


 


“Contingent Obligation”:
with respect to any Person, any obligation of such Person guaranteeing any obligation that does not constitute Indebtedness (a
 “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of such Person, whether or not contingent, (1) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, (2) to advance or supply funds
(a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (3) to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 






    		-25-	 



     


    

 


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


 


“Contribution Amounts”:
the aggregate amount of capital contributions applied by the Borrower to permit the Incurrence of Contribution Indebtedness pursuant
to subsection 7.1(b)(xii).


 


“Contribution Indebtedness”:
Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate
amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions
by the Borrower or any Restricted Subsidiary) made to the capital of the Borrower or such Restricted Subsidiary after the Second
Restatement Effective Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution
Indebtedness (a) is incurred within 180 days after the making of the related cash contribution and (b) is
so designated as Contribution Indebtedness pursuant to a certificate signed by a Responsible Officer on the date of Incurrence
thereof.


 


“Covered Liability”: as
defined in subsection 10.22.


 


“Credit Facilities”: one
or more of (i) the Senior Credit Facility and (ii) any other facilities or arrangements designated by the
Borrower, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans,
receivables financings (including without limitation through the sale of receivables to such institutions or to special purpose
entities formed to borrow from such institutions against such receivables or the creation of any Liens in respect of such receivables
in favor of such institutions), letters of credit or other Indebtedness, in each case, including all agreements, instruments and
documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes
and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent security agreement, trademark
security agreement, copyright security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements,
security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified
from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether
in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise,
and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements
or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit Facility”
shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby,
(ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount
of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


 






    		-26-	 



     


    

 


“Credit Facility Indebtedness”:
any and all amounts, whether outstanding on the Second Restatement Effective Date or thereafter incurred, payable under or in respect
of any Credit Facility, including without limitation any principal, premium, interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the Borrower or any Restricted Subsidiary, whether or
not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees,
other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.


 


“Cure Amount”:
as defined in subsection 8.2(a).


 


“Currency Agreement”: in
respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including
derivative agreements or arrangements), as to which such Person is a party or a beneficiary.


 


“Default”: any of the events
specified in Section 8, whether or not any requirement for the giving of notice (other than, in the case of subsection 8.1(e),
a Default Notice), the lapse of time, or both, or any other condition specified in Section 8, has been satisfied.


 


“Default Notice”: as defined
in subsection 8.1(e).


 


“Defaulting Lender”: subject
to subsection 3.14(g), any Lender or Agent whose acts or failure to act, whether directly or indirectly, cause it to meet any part
of the definition of Lender Default.


 


“Designated Foreign Currency”:
Euros, Canadian Dollars, Australian Dollars and Pounds Sterling, and any other available and freely convertible foreign currency
selected by Borrower and approved by the Administrative Agent and each Revolving Lender.


 


“Designated Noncash Consideration”:
the Fair Market Value of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with
an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate signed by a Responsible
Officer and delivered to the Administrative Agent, setting forth the basis of such valuation.


 


“Designated Preferred Stock”:
Preferred Stock of the Borrower (other than Disqualified Stock) or any Parent that is issued for cash (other than to a Restricted
Subsidiary) and is so designated as Designated Preferred Stock, pursuant to a certificate executed by a Responsible Officer of
the Borrower or the applicable Parent, as the case may be, on the date of issuance thereof; provided that the cash proceeds
of such issuance shall be excluded from the calculation set forth in subsection 7.5(a)(3)(B).


 






    		-27-	 



     


    

 


“Designation Date”: as
defined in subsection 2.5(f).


 


“Discharge”: as defined
in the definition of “Consolidated Coverage Ratio”.


 


“Discount Prepayment Accepting Lender”:
as defined in subsection 3.4(j).


 


“Discount Range”: as defined
in subsection 3.4(j).


 


“Discount Range Prepayment Amount”:
as defined in subsection 3.4(j).


 


“Discount Range Prepayment Notice”:
a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to subsection 3.4(j) substantially
in the form of Exhibit I.


 


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


 


“Discount Range Prepayment Response
Date”: as defined in subsection 3.4(j).


 


“Discount Range Proration”:
as defined in subsection 3.4(j).


 


“Discounted Prepayment Determination
Date”: as defined in subsection 3.4(j).


 


“Discounted Prepayment Effective
Date”: in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment
Offers or Borrower Solicitation of Discounted Prepayment Offers, five Business Days following the receipt by each relevant Term
Loan Lender of notice from the Administrative Agent in accordance with subsection 3.4(j)(ii), subsection 3.4(j)(iii)
or subsection 3.4(j)(iv), as applicable unless a shorter period is agreed to between the Borrower and the Administrative Agent.


 


“Discounted Term Loan Prepayment”:
as defined in subsection 3.4(j).


 






    		-28-	 



     


    

 


“Disinterested Directors”:
with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower, or one or more members
of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate
Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s
holding Capital Stock of the Borrower or any Parent or any options, warrants or other rights in respect of such Capital Stock.


 


“Disqualified Lender”:
any competitor of the Borrower and its Restricted Subsidiaries that is in the same or a similar line of business as the Borrower
and its Restricted Subsidiaries or any controlled affiliate of such competitor (other than any such affiliate that is a bank, financial
institution or fund that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing,
holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary
course, so long as (i) any such affiliate is managed as to day-to-day matters (but excluding, for the avoidance of
doubt, as to strategic direction and similar matters) independently from the relevant entity and any affiliate of the relevant
entity that is not primarily engaged in the investing activities described above, (ii) any such affiliate has in place
customary information screens between it and the relevant entity and any affiliate of the relevant entity that is not primarily
engaged in the investing activities described above, and (iii) neither the relevant entity nor any of its affiliates
that are not primarily engaged in the investing activities described above directs or causes the direction of the investment policies
of such entity), in each case designated in writing by the Borrower to the Administrative Agent from time to time (which designation
may be made available to Lenders by the Administrative Agent); provided that (i) the identification of any Person as a Disqualified
Lender after the Second Restatement Effective Date shall not apply to retroactively disqualify any Person that was a Lender or
a participant prior to the effectiveness of the addition of such Person as a Disqualified Lender and (ii) any notice to the Administrative
Agent adding or removing a Disqualified Lender shall be e-mailed to the Administrative Agent at JPMDQcontact@JPMorgan.com in order
for such update to be effective.


 


“Disqualified Stock”: with
respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of
Control or other similar event described under such terms as a “change of control,” or an Asset Disposition or other
disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is
convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder
thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change
of control,” or an Asset Disposition or other disposition), in whole or in part, in each case on or prior to the Initial
Term Loan Maturity Date; provided that Capital Stock issued to any employee benefit plan, or by any such plan to any employees
of the Borrower or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased
or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.


 






    		-29-	 



     


    

 


“Dollar Equivalent”:
for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if such amount
is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange for
the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent) by the applicable Thomson Reuters Corp. (“Reuters”) source on the Business Day (New York City time)
immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange
for the purchase of dollars with the Alternative Currency, as provided by such other publicly available information service which
provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if
such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined
by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount
is denominated in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent using
any method of determination it deems appropriate in its sole discretion.


 


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


 


“Domestic Subsidiary”:
any Restricted Subsidiary of the Borrower other than a Foreign Subsidiary.


 


“Dormant Subsidiary”: any
Subsidiary of the Borrower that carries on no operations, had revenues of less than $2.0 million during the most recently completed
period of four consecutive fiscal quarters of the Borrower, has total assets of less than $2.0 million as of the last day of such
period and does not have any Indebtedness outstanding (other than Indebtedness in an aggregate principal amount not in excess of
$2.0 million); provided that the assets of all Subsidiaries constituting Dormant Subsidiaries shall at no time exceed $10.0
million in the aggregate, the revenues of all Subsidiaries constituting Dormant Subsidiaries for any four consecutive fiscal quarters
shall at no time exceed $10.0 million in the aggregate and the principal amount of Indebtedness of Dormant Subsidiaries shall at
no time exceed $10 million in the aggregate.


 


“ECF Payment Date”: as
defined in subsection 3.4(c).


 


“ECF Percentage”: 50%,
provided that with respect to any fiscal year, (a) if the Consolidated First Lien Leverage Ratio is less than 3.00 to 1.00
and greater than or equal to 2.50 to 1.00, the ECF Percentage shall be reduced to 25% and (b) if the Consolidated First Lien Leverage
Ratio is less than 2.50 to 1.00, the ECF Percentage shall be reduced to 0%.


 


“ECF Prepayment Amount”:
as defined in subsection 3.4(c).


 






    		-30-	 



     


    

 


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


 


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


 


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


 


“Environmental Costs”:
any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever
kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation
of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without
regard to whether they arise out of or are related to any past, pending or threatened proceeding of any kind.


 


“Environmental Laws”: any
and all U.S. or foreign federal, state, provincial, territorial, foreign, local or municipal laws, rules, orders, enforceable guidelines,
orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly
promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating, relating to
or imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to Materials of
Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect.


 


“Environmental Permits”:
any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any Environmental
Law.


 


“Equity Offering”: a sale
of Capital Stock (x) that is a sale of Capital Stock of the Borrower (other than Disqualified Stock), or (y) proceeds
of which are (or are intended to be) contributed to the equity capital of the Borrower or any of its Restricted Subsidiaries.


 


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


 






    		-31-	 



     


    

 


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


 


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


 


“Eurocurrency Loans”: Loans
the rate of interest applicable to which is based upon the Adjusted LIBOR Rate.


 


“Euros” and the designation
 “€”: the currency introduced on January 1, 1999, at the start of the third stage of European economic
and monetary union pursuant to the Treaty on European Union and as referred to in the legislative measures of the European Union
for the introduction of, changeover to, or operation of the Euro in one or more member states.


 


“Event of Default”: any
of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both,
or any other condition, has been satisfied.


 


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


 


(a)         
the sum, without duplication, of


 


(i)          
Consolidated Net Income for such period,


 


(ii)         
an amount equal to the amount of all non-cash charges to the extent deducted in calculating such Consolidated Net Income
and cash receipts to the extent excluded in calculating such Consolidated Net Income (except to the extent such cash receipts are
attributable to revenue or other items that would be included in calculating Consolidated Net Income for any prior period),


 






    		-32-	 



     


    

 


(iii)        
decreases in Consolidated Working Capital for such period (other than any such decreases arising (x) from any acquisition
or disposition of (a) any business unit, division, line of business or Person or (b) any assets other than in the ordinary course
of business (each, an “ECF Acquisition” or “ECF Disposition”, respectively) by the Borrower
and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result
of the reclassification of any item from short-term to long-term or vice versa),


 


(iv)        
an amount equal to the aggregate net non-cash loss on Asset Dispositions (or any Disposition specifically excluded from
the definition of the term “Asset Disposition”) by the Borrower and the Restricted Subsidiaries during such period
(other than in the ordinary course of business) to the extent deducted in calculating such Consolidated Net Income,


 


(v)         
cash receipts in respect of Hedge Agreements during such period to the extent not otherwise included in calculating such
Consolidated Net Income, and


 


(vi)        
any extraordinary, unusual or nonrecurring cash gain,


 


over (b) the sum, without duplication,
of


 


(i)          
an amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges
to the extent not deducted in calculating such Consolidated Net Income,


 


(ii)         
without duplication of amounts deducted pursuant to clause (xi) below in prior years, the amount of Capital Expenditures
either made in cash or accrued during such period (provided that, whether any such Capital Expenditures shall be deducted
for the period in which cash payments for such Capital Expenditures have been paid or the period in which such Capital Expenditures
have been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual
of a Capital Expenditure which has previously been deducted give rise to a subsequent deduction upon the making of such Capital
Expenditure in cash in the same or any subsequent period), except to the extent that such Capital Expenditures were financed with
the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid),


 






    		-33-	 



     


    

 


(iii)        
the aggregate amount of all principal payments, purchases or other retirements of Indebtedness of the Borrower and the Restricted
Subsidiaries (including (A) the principal component of payments in respect of Capitalized Lease Obligations, (B) the amount
of any repayment of Term Loans pursuant to subsection 2.2(b) and (C) the amount of a mandatory prepayment of Term Loans pursuant
to subsection 3.4(d) and any mandatory prepayment, repayment or redemption of Pari Passu Indebtedness pursuant to requirements
under the agreements governing such Pari Passu Indebtedness similar to the requirements set forth in subsection 3.4(d), to the
extent required due to an Asset Disposition (or any disposition specifically excluded from the definition of the term “Asset
Disposition”) that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but
excluding (x) all other prepayments of Loans and (y) all prepayments of revolving loans (other than Revolving Loans hereunder),
to the extent there is not an equivalent permanent reduction in commitments thereunder) made during such period, except to the
extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries,


 


(iv)        
an amount equal to the aggregate net non-cash gain on Asset Dispositions (or any Disposition specifically excluded from
the definition of the term “Asset Dispositions”) by the Borrower and the Restricted Subsidiaries during such period
(other than in the ordinary course of business) to the extent included in calculating such Consolidated Net Income,


 


(v)         
increases in Consolidated Working Capital for such period (other than any such increases arising (x) from any ECF Acquisition
or ECF Disposition by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase
accounting or (z) as a result of the reclassification from short-term to long-term or vice versa),


 


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


 


(vii)       
without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash
consideration paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including
acquisitions) made during such period constituting “Permitted Investments” (other than Permitted Investments of the
type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted
Subsidiaries) or made pursuant to subsection 7.5 to the extent that such Investments were financed with internally generated cash
flow of the Borrower and the Restricted Subsidiaries,


 


(viii)      
the amount of Restricted Payments (other than Investments) made in cash during such period (on a consolidated basis) by
the Borrower and the Restricted Subsidiaries pursuant to subsection 7.5(b) (other than subsection 7.5(b)(vii) and (xviii), to the
extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,


 






    		-34-	 



     


    

 


(ix)        
the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period
(including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period
and are not deducted in calculating Consolidated Net Income,


 


(x)         
the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted
Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments
are not deducted in calculating Consolidated Net Income,


 


(xi)        
at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate
consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the
 “Contract Consideration”) entered into prior to or during such period relating to Investments constituting “Permitted
Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany
Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to subsection 7.5 or Capital Expenditures
to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period,
provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Investments
and Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount
of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,


 


(xii)        
the amount of taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication)
in such period to the extent they exceed the amount of tax expense deducted in calculating such Consolidated Net Income for such
period,


 


(xiii)       
cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating such Consolidated
Net Income; and


 


(xiv)       
any extraordinary, unusual or nonrecurring cash loss or charge (including fees, expenses and charges associated with the
Transactions and any acquisition, merger or consolidation after the Second Restatement Effective Date).


 






    		-35-	 



     


    

 


“Exchange Act”: the Securities
Exchange Act of 1934, as amended from time to time; provided that for purposes of the definitions of Change of Control and
Permitted Holders, “Exchange Act” shall mean the Securities Exchange Act of 1934 as in effect on the Second Restatement
Effective Date.


“Excluded Assets”: as defined
in the Guarantee and Collateral Agreement.


 


“Excluded Contribution”:
Net Cash Proceeds (other than the Net Cash Proceeds received in connection with the sale of the capital stock of frontdoor, inc.
prior to the Second Restatement Effective Date), or the Fair Market Value of property or assets, received by the Borrower as capital
contributions to the Borrower after July 1, 2014 or from the issuance or sale (other than to a Restricted Subsidiary) of Capital
Stock (other than Disqualified Stock or Designated Preferred Stock) of the Borrower, in each case to the extent designated as an
Excluded Contribution pursuant to a certificate signed by a Responsible Officer of the Borrower and not previously included in
the calculation set forth in subsection 7.5(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be made.


 


“Excluded Information”:
as defined in subsection 3.4(j).


 


“Excluded Liability”: any
liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any
liability excluded pursuant to Article 44 of the Directive 2014/59/EU of the European Parliament and of the Council of the European
Union.


 


“Excluded Subsidiary”:
(a) any Special Purpose Subsidiary, (b) any Subsidiary of a Foreign Subsidiary, (c) any Unrestricted
Subsidiary, (d) any Immaterial Subsidiary, (e) any Dormant Subsidiary, (f) any Captive Insurance
Subsidiary, (g) any Subsidiary that is prohibited by Requirement of Law or Contractual Obligations existing on the
Second Restatement Effective Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but
not entered into in contemplation thereof) from Guaranteeing, or granting Liens to secure, the Senior Credit Facility Obligations
or if Guaranteeing, or granting Liens to secure, the Senior Credit Facility Obligations would require governmental (including regulatory)
consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (h) any
Subsidiary with respect to which the Borrower and the Administrative Agent reasonably agree that the burden or cost or other consequences
of providing a guarantee of the Senior Credit Facility Obligations shall be excessive in view of the benefits to be obtained by
the Lenders therefrom, (i) any Subsidiary with respect to which the provision of such guarantee of the Senior Credit
Facility Obligations would result in material adverse tax consequences to Holding or one of its Subsidiaries (as reasonably determined
by the Borrower and notified in writing to the Administrative Agent), (j) any Subsidiary that is a joint venture or
Non-Wholly Owned Subsidiary on the Second Restatement Effective Date or on the date such Person became a Subsidiary (for so long
as such Subsidiary is a Non-Wholly Owned Subsidiary), (k) any Subsidiary formed solely for the purpose of (x) becoming
a Parent, or (y) merging with the Borrower in connection with another Subsidiary becoming a Parent, in each case to
the extent such entity becomes a Parent or is merged with the Borrower within 60 days of the formation thereof, or otherwise creating
or forming a Parent, (l) any Subsidiary that is a not-for-profit Subsidiary or (m) ServiceMaster BSC L.L.C.;
provided that, notwithstanding the foregoing, any Subsidiary that Guarantees the payment of the Senior Notes shall not be
an Excluded Subsidiary. Subject to the proviso in the preceding sentence, any Subsidiary that fails to meet the foregoing requirements
as of the last day of the period of the most recent four consecutive fiscal quarters for which consolidated financial statements
of the Borrower are available shall continue to be deemed an Excluded Subsidiary hereunder until the date that is 60 days following
the date on which such annual or quarterly financial statements were required to be delivered pursuant to subsection 6.1 with respect
to such period.


 






    		-36-	 



     


    

 


“Excluded Taxes”: any of
the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of
any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect
on the date on which (i) such Lender acquires such interest in the applicable Commitment (or, in the case of a Loan not funded
pursuant to a prior Commitment, acquires such interest in such Loan) other than pursuant to an assignment request by the Borrower
under subsection 2.5(e) or (ii) such Lender changes its lending office except in each case to the extent that, pursuant to subsection
3.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired
the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with subsection 3.11(g) and (d) any U.S. federal withholding Taxes imposed
under FATCA


 


“Exempt Sale and Leaseback Transaction”:
any Sale and Leaseback Transaction (a) in which the sale or transfer of property occurs within 90 days of the acquisition
of such property by the Borrower or any of its Subsidiaries or (b) that involves property with a book value of $20.0 million
or less, and is not part of a series of related Sale and Leaseback Transactions involving property with an aggregate value in excess
of such amount and entered into with a single Person or group of Persons.


 


“Existing Credit Agreement”:
as defined in the Recitals hereto.


 


“Existing Loans”: as defined
in subsection 2.5(a).


 


“Existing Notes”:
the Borrower’s 7.45% Notes due August 15, 2027 and 7.25% Notes due March 1, 2038, in each case issued under the
Existing Notes Indenture.


 






    		-37-	 



     


    

 


“Existing Notes Indenture”:
the Indenture between The ServiceMaster Company Limited Partnership, as issuer, and ServiceMaster Limited Partnership, as guarantor,
and the Existing Notes Trustee, dated as of August 15, 1997, as supplemented by the First Supplemental Indenture thereto,
between The ServiceMaster Company Limited Partnership, as issuer, and ServiceMaster Limited Partnership, as guarantor, dated as
of August 15, 1997, the Second Supplemental Indenture thereto, between the Borrower, as successor by merger to The ServiceMaster
Company Limited Partnership and ServiceMaster Limited Partnership, and the Existing Notes Trustee, dated as of January 1,
1998, the Third Supplemental Indenture thereto, between the Borrower and the Existing Notes Trustee, dated as of March 2,
1998, the Fourth Supplemental Indenture thereto, between the Borrower and the Existing Notes Trustee, dated as of August 10,
1999 and the Fifth Supplemental Indenture thereto, between the Borrower and the Existing Notes Trustee, dated as of January 14,
2014. For purposes of this definition, “Existing Notes Trustee” means The Bank of New York Mellon Trust Company,
N.A., successor to Harris Trust and Savings Bank as trustee under the Existing Notes Indenture.


 


“Existing Revolving Commitments”:
as defined in subsection 2.5(a).


 


“Existing Revolving Tranche”:
as defined in subsection 2.5(a).


 


“Existing Term Loans”:
as defined in subsection 2.5(a).


 


“Existing Term Tranche”:
as defined in subsection 2.5(a).


 


“Existing Tranche”: as
defined in subsection 2.5(a).


 


“Extended Loans”: as defined
in subsection 2.5(a).


 


“Extended Revolving Commitments”:
as defined in subsection 2.5(a).


 


“Extended Revolving Loans”:
as defined in subsection 2.5(a).


 


“Extended Revolving Tranche”:
as defined in subsection 2.5(a).


 


“Extended Term Loans”:
as defined in subsection 2.5(a).


 


“Extended Term Tranche”:
as defined in subsection 2.5(a).


 


“Extended Tranche”: as
defined in subsection 2.5(a).


 






    		-38-	 



     


    

 


“Extending Lender”: as
defined in subsection 2.5(b).


 


“Extension”: as defined
in subsection 2.5(b).


 


“Extension Amendment”:
as defined in subsection 2.5(c).


 


“Extension Date”: as defined
in subsection 2.5(d).


 


“Extension Election”: as
defined in subsection 2.5(b).


 


“Extension of Credit”:
as to any Lender, the making of an Initial Term Loan (excluding any Supplemental Term Loans being made under the Initial Term Loan
Tranche), a Revolving Loan, a Swing Line Loan or an Incremental Revolving Loan (other than the initial extension of credit thereunder)
or, with respect to an Issuing Bank, the issuance of a Letter of Credit.


 


“Extension Request”: as
defined in subsection 2.5(a).


 


“Extension Request Deadline”:
as defined in subsection 2.5(b).


 


“Extension Series”: all
Extended Loans or Extended Revolving Commitments, as applicable, 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 Loans or Extended
Revolving Commitments, as applicable, provided for therein are intended to be part of any previously established Extension Series)
and that provide for the same interest margins and amortization schedule.


 


“Facility”: each of (a) the
Initial Term Loan Commitments and the Extensions of Credit made thereunder, (b)  the Initial Revolving Commitments
and the Extensions of Credit made thereunder, (c) Incremental Term Loans of the same Tranche, (d) Incremental
Revolving Commitments of the same Tranche and Extensions of Credit made thereunder, (e) any Extended Term Loans of
the same Extension Series, (f) any Extended Revolving Commitments of the same Extension Series and Extensions of Credit
made thereunder, (g) any Specified Refinancing Term Loans of the same Tranche and (h) any Specified Refinancing
Revolving Commitments of the same Tranche and Extensions of Credit made thereunder, and collectively the “Facilities.”


 


“Fair Market Value”: with
respect to any asset or property, the fair market value of such asset or property as determined in good faith by senior management
of the Borrower or the Board of Directors of the Borrower, whose determination will be conclusive.


 






    		-39-	 



     


    

 


“FATCA”: Sections 1471
through 1474 of the Code as of the Second Restatement Effective Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)
and any intergovernmental agreement, treaty or convention among Governmental Authorities implementing such Sections of the Code.


 


“Federal District Court”:
as defined in subsection 10.13(a).


 


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


 


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


 


“Financial Covenant Event of Default”:
as defined in Section 8.1(c).


 


“Financing Disposition”:
any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets (i) by
the Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each
case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor
on Indebtedness, which may be secured by a Lien in respect of such property or assets or (ii) by the Borrower or any
Subsidiary thereof to or in favor of any Special Purpose Entity that is not a Special Purpose Subsidiary.


 


“FIRREA”: the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.


 


“Flood Insurance Laws”
means, 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 statue 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.


 






    		-40-	 



     


    

 


“Foreign Borrowing Base”:
the sum of (1) 80% of the book value of Inventory of Foreign Subsidiaries, (2) 85% of the book value of
Receivables of Foreign Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of Foreign Subsidiaries
(in each case, determined as of the end of the most recently ended fiscal month of the Borrower for which internal consolidated
financial statements of the Borrower are available, and, in the case of any determination relating to any Incurrence of Indebtedness,
on a pro forma basis including (x) any property or assets of a type described above acquired since the end of
such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).


 


“Foreign Lender”: as defined
in subsection 3.11(g)(ii)(B).


 


“Foreign Pension Plan”:
a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which a Subsidiary of
the Borrower sponsors or maintains, or to which it makes or is obligated to make contributions.


 


“Foreign Plan”: each Foreign
Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment or arrangement
whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed
to, or with respect to which any liability is borne, outside the United States of America, by the Borrower or any of its Subsidiaries,
other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority.


 


“Foreign Subsidiary”: (i) any
Restricted Subsidiary of the Borrower that is not organized under the laws of the United States of America or any state thereof
or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary and (ii) any Foreign Subsidiary
Holdco.


 


“Foreign Subsidiary Borrower”:
any Foreign Subsidiary that is listed as a Foreign Subsidiary Borrower on Schedule C-1, as such schedule may be amended from time
to time pursuant to subsection 10.1(h) (including, without limitation, the delivery of the documents required by subsection 10.1(h)),
other than any Subsidiary that has ceased to be a Foreign Subsidiary Borrower pursuant to subsection 10.1(h); provided that,
with respect to each such listed Foreign Subsidiary, its status as a Foreign Subsidiary Borrower hereunder shall not be effective
until (a) such Foreign Subsidiary shall have executed and delivered a Joinder Agreement pursuant to which such Foreign
Subsidiary shall for all purposes of this Agreement be a party to and a Foreign Subsidiary Borrower under this Agreement and the
other Loan Documents, (b) such Foreign Subsidiary shall have entered into security documents securing such Foreign
Subsidiary’s monetary obligations as a Foreign Subsidiary Borrower and the Subsidiaries of such Foreign Subsidiary (other
than any such Subsidiaries which are Excluded Subsidiaries (other than as a result of clause (b) of the definition thereof))
shall have entered into guarantee documents guaranteeing, and security documents securing, such Foreign Subsidiary’s monetary
obligations as a Foreign Subsidiary Borrower, in each case in form and substance reasonably satisfactory to the Administrative
Agent and to the extent the making of such guarantee, or the grant of such security, as applicable, could not reasonably be expected
to give rise to or result in (i) any violation of applicable law, (ii) any liability for the officers,
directors or shareholders of such Foreign Subsidiary or Subsidiary thereof, (iii) any material risk of any such violation
or liability or (iv) any material cost or expense, and (c) such Foreign Subsidiary shall have delivered
its initial notice of borrowing pursuant to subsection 2.3.


 






    		-41-	 



     


    

 


“Foreign Subsidiary Holdco”:
any Restricted Subsidiary of the Borrower that has no material assets other than securities or Indebtedness of one or more Foreign
Subsidiaries (or Subsidiaries thereof), and intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof)
and other assets (including Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any such securities,
Indebtedness, intellectual property or Subsidiaries.


 


“Fourth Amendment”: the
Fourth Amendment, dated as of November 5, 2019 among the Loan Parties, the Administrative Agent and the Lenders and Issuing Banks
party thereto.


 


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


 


“GAAP”: generally accepted
accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession, and subject to the following: If at any time the SEC permits or requires U.S.-domiciled
companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes,
the Borrower (or any applicable Parent) may elect by written notice to the Administrative Agent to so use IFRS in lieu of GAAP
and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning
on and after the date specified in such notice, IFRS as in effect from time to time and (b) for prior periods, GAAP
as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in this Agreement shall
be computed in conformity with GAAP; provided that if any change in (or application or operation of) GAAP as defined in the first
sentence of this definition and/or, if applicable, IFRS would cause a change in the method of calculation of any ratio or other
computation as determined in good faith by the Borrower (which determination shall be conclusive) (an “Accounting Change”),
then the Borrower (or any applicable Parent) may at any time elect by written notice to the Administrative Agent that such ratio
or computation shall be calculated (and any related definition shall be interpreted) as if such Accounting Change had not occurred.


 






    		-42-	 



     


    

 


“Governmental Authority”:
any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory, taxing or administrative functions of or pertaining to government, including the European Union.


 


“Guarantee”: any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person;
provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary
course of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantee and Collateral Agreement”:
the Guarantee and Collateral Agreement, dated as of July 1, 2014, made by the Borrower and the Guarantors party thereto in
favor of the Administrative Agent and the Collateral Agent, as amended on November 5, 2019 and as the same may be further amended,
supplemented, waived or otherwise modified from time to time.


 


“Guarantor Subordinated Obligations”:
with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Second Restatement
Effective Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee pursuant to a written agreement.


 


“Guarantors”: the collective
reference to Holding and each Subsidiary Guarantor that is from time to time party to the Guarantee and Collateral Agreement; individually,
a “Guarantor.”


 


“Hedge Agreements”: collectively,
Interest Rate Agreements, Currency Agreements and Commodities Agreements.


 


“Hedging Obligations”:
of any Person, the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.


 


“Holding”: CDRSVM Holding,
LLC, a Delaware limited liability company, and any successor thereto.


 


“Holding Parent”: ServiceMaster
Global Holdings, Inc., a Delaware corporation and any successor in interest thereto.


 






    		-43-	 



     


    

 


“Identified Participating
Lenders”: as defined in subsection 3.4(j).


 


“Identified Qualifying Lenders”:
as defined in subsection 3.4(j).


 


“IFRS”: International Financial
Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor
thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public
Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.


 


“Immaterial Subsidiary”:
any Subsidiary of the Borrower designated by the Borrower to the Administrative Agent in writing that had (a) total consolidated
revenues of less than 2.5% of the total consolidated revenues of the Borrower and its Subsidiaries during the most recently completed
period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered under subsection 6.1
and (b) total consolidated assets of less than 2.5% of the total consolidated assets of the Borrower and its Subsidiaries
as of the last day of such period; provided that (x) for purposes of subsection 6.9, any Special Purpose Subsidiary
shall be deemed to be an “Immaterial Subsidiary”, and (y) Immaterial Subsidiaries (other than any Special
Purpose Subsidiary) shall not, in the aggregate, (1) have had revenues in excess of 10% of the total consolidated revenues
of the Borrower and its Subsidiaries during the most recently completed period of four consecutive fiscal quarters for which financial
statements have been delivered under subsection 6.1 or (2) have had total assets in excess of 10% of the total
consolidated assets of the Borrower and its Subsidiaries as of the last day of such period. Any Subsidiary so designated as an
Immaterial Subsidiary that fails to meet the foregoing as of the last day of any such four consecutive fiscal quarter period shall
continue to be deemed an “Immaterial Subsidiary” hereunder until the date that is 60 days following the delivery of
annual or quarterly financial statements pursuant to subsection 6.1 with respect to the last quarter of such four consecutive fiscal
quarter period.


 


“Incremental Amendment”:
an amendment to this Agreement in a form reasonably acceptable to the Borrower, the Administrative Agent and the Incremental Lenders
providing the relevant Incremental Commitment.


 


“Incremental Commitment Amendment”:
as defined in subsection 2.9(d).


 


“Incremental Commitments”:
as defined in subsection 2.9(a).


 


“Incremental Indebtedness”:
Indebtedness incurred after the Second Restatement Effective Date by the Borrower pursuant to and in accordance with subsection
2.9.


 


“Incremental Lenders”:
as defined in subsection 2.9(b).


 






    		-44-	 



     


    

 


“Incremental Letter of Credit Commitments”:
as defined in subsection 2.9(a).


 


“Incremental Loans”: as
defined in subsection 2.9(d).


 


“Incremental Revolving Commitments”:
as defined in subsection 2.9(a).


 


“Incremental Revolving Loans”:
any loans drawn under an Incremental Revolving Commitment.


 


“Incremental Term Loan”:
any Incremental Loan made pursuant to an Incremental Term Loan Commitment.


 


“Incremental Term Loan Commitments”:
as defined in subsection 2.9(a).


 


“Incur”: issue, assume,
enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs,” “Incurred”
and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted
value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting
Indebtedness in the form of additional shares of the same class of Capital Stock, will not be deemed to be an Incurrence of Indebtedness.
Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness)
shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.


 


“Indebtedness”: with respect
to any Person on any date of determination (without duplication):


 


(i)          
the principal of indebtedness of such Person for borrowed money;


 


(ii)         
the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments,


 


(iii)        
all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such
letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that have not
then been reimbursed),


 






    		-45-	 



     


    

 


(iv)        
all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), which
purchase price is due more than one year after the date of placing such property in final service or taking final delivery and
title thereto,


 


(v)         
all Capitalized Lease Obligations of such Person,


 


(vi)        
the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person
or (if such Person is a Subsidiary of the Borrower other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but
excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary
redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price),
to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then
redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such
fair market value shall be as determined in good faith by senior management of the Borrower, the Board of Directors or the board
of directors or other governing body of the issuer of such Capital Stock),


 


(vii)       
all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair
market value of such asset at such date of determination (as determined in good faith by the Borrower) and (B) the
amount of such Indebtedness of such other Persons,


 


(viii)      
all Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person, and


 


(ix)         
to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such
obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation
that would be payable by such Person at such time);


 


provided that Indebtedness shall not include (x) Contingent
Obligations Incurred in the ordinary course of business or (y) for the avoidance of doubt, any obligations in respect of operating
leases. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this
Agreement, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding
any notes thereto) prepared in accordance with GAAP.


 






    		-46-	 



     


    

 


“Indemnified Liabilities”:
as defined in subsection 10.5.


 


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


 


“Indemnitee”: as defined
in subsection 10.5.


 


“Initial Agreement”: as
defined in subsection 7.9(c).


 


“Initial Revolving Commitment”:
as to any Lender, its obligation to make Initial Revolving Loans to, and/or make or participate in Swing Line Loans made to, and/or
issue or participate in Letters of Credit issued on behalf of, the Borrower in an aggregate amount not to exceed at any one time
outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Revolving
Commitment” or, in the case of any Lender that is an Assignee, the amount of the assigning Lender’s Initial Revolving
Commitment assigned to such Assignee pursuant to subsection 10.6(b) (in each case as such amount may be adjusted from time to time
as provided herein); collectively, as to all the Lenders, the “Initial Revolving Commitments.” The original amount
of the aggregate Initial Revolving Commitments of the Lenders is $400,000,000.


 


“Initial Revolving Commitment Period”:
as to any Initial Revolving Commitments, the period from and including the Second Restatement Effective Date to but not including
Initial Revolving Maturity Date, or such earlier date as the Initial Revolving Commitments shall terminate as provided herein.


 


“Initial Revolving Loans”:
as defined in subsection 2.1(b).


 


“Initial Revolving Maturity Date”:
November 5, 2024; provided that if at least $200.0 million aggregate principal amount of Senior Notes remain outstanding
on the Springing Maturity Date, then the Initial Revolving Maturity Date shall instead be the Springing Maturity Date.


 


“Initial Term Loan Commitment”:
the commitment of a Lender to make or otherwise fund an Initial Term Loan pursuant to subsection 2.1(a)(i) in an aggregate amount
not to exceed at any one time outstanding the amount set forth opposite such Lender’s name on Schedule A under the heading
 “Initial Term Loan Commitment”; collectively as to all Lenders, the “Initial Term Loan Commitments.” The
aggregate amount of the Initial Term Loan Commitments as of the Second Restatement Effective Date is $600,000,000.


 






    		-47-	 



     


    

 


“Initial Term Loans” as
defined in subsection 2.1(a).


 


“Initial Term Loan Maturity Date”:
November 5, 2026; provided that if at least $200.0 million aggregate principal amount of Senior Notes remain outstanding
on the Springing Maturity Date, then the Initial Term Loan Maturity Date shall instead be the Springing Maturity Date.


 


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


 


“Intellectual Property”:
as defined in subsection 4.9.


 


“Intercreditor Agreement”:
an intercreditor agreement substantially in the form of Exhibit C, as amended, supplemented, waived or otherwise modified
from time to time.


 


“Intercreditor Agreement Supplement”:
as defined in subsection 9.9(a).


 


“Interest Payment Date”:
(a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Term Loan is outstanding,
and the final maturity date of such Term Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months
or less, the last day of such Interest Period, and (c) as to any Eurocurrency Loan having an Interest Period longer
than three months, (i) each day that is three months, or a whole multiple thereof, after the first day of such Interest
Period and (ii) the last day of such Interest Period.


 


“Interest Period”: with
respect to any Eurocurrency Loan:


 


(a)         
initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency
Loan and ending one, two, three or six months, or, if available to all relevant Lenders, 12 months or a shorter period thereafter,
as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto;
and


 


(b)        
thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency
Loan and ending one, two, three or six months, or, if available to all relevant Lenders, 12 months or a shorter period thereafter,
as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days (or such shorter
period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the last day of the then current Interest
Period with respect thereto;


 






    		-48-	 



     


    

 


provided that all of the foregoing provisions relating
to Interest Periods are subject to the following:


 


(i)          
if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii)         
any Interest Period that would otherwise extend beyond the applicable Maturity Date shall end on the applicable Maturity
Date;


 


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


 


(iv)        
the Borrower shall select Interest Periods so as not to require a scheduled payment of any Eurocurrency Loan during an Interest
Period for such Term Loan.


 


“Interest Rate Agreement”:
with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement,
collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements),
as to which such Person is party or a beneficiary.


 


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


 






    		-49-	 



     


    

 


“Inventory”: goods held
for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated by
such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.


 


“Investment”: in any Person
by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, dealers,
licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business)
or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for
the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued
by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and subsection 7.5 only, (i) “Investment”
shall include the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of
the net assets of any Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent
 “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Borrower’s
 “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate
to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the
time of such redesignation, (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value (as determined in good faith by the Borrower) at the time of such transfer and (iii) for purposes
of subsection 7.5(a)(3)(C) the amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary
shall be the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of such redesignation (excluding the
amount of such Investment then outstanding pursuant to clause (xv) or (xviii) of the definition of the term “Permitted Investment”
or subsections 7.5(b)(vii) or (xvi)). Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding
at any time shall be the original cost of such Investment, reduced (at the Borrower’s option) by any dividend, distribution,
interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided
that, to the extent that the amount of Restricted Payments outstanding at any time pursuant to subsection 7.5(a) is so reduced
by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such
portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may
be made pursuant to subsection 7.5(a).


 


“Investment Company Act”:
the Investment Company Act of 1940, as amended from time to time.


 


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


 






    		-50-	 



     


    

 


“Investment Grade Securities”:
(i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments with an Investment
Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries;
(iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii),
which fund may also hold immaterial amounts of cash pending investment or distribution; and (iv) corresponding instruments
in countries other than the United States customarily utilized for high quality investments.


 


“Investment Holding”: CDRSVM
Investment Holding, LLC, a Delaware limited liability company, and any successor thereto.


 


“ISP”: the International
Standby Practices (1998), International Chamber of Commerce Publication No. 590.


 


“Issuing Bank”: as the
context may require, (a) JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Capital One, N.A., Goldman
Sachs Bank USA, Regions Bank, First Horizon Bank, or, in each case, any Affiliate thereof, in its capacity as issuer of any Letter
of Credit hereunder or (b) any other Lender that may become an Issuing Bank under subsection 2.7(i).


 


“Joinder Agreement”: a
joinder agreement with respect to a Foreign Subsidiary Borrower substantially in the form of Exhibit N.


 


“Judgment Conversion Date”:
as defined in subsection 10.8(a).


 


“Judgment Currency”: as
defined in subsection 10.8(a).


 


“L/C Commitment Amount”:
as to JPMorgan Chase Bank, N.A., $35,000,000; as to Credit Suisse AG, Cayman Islands Branch, $18,000,000; as to Capital One, N.A.,
$18,000,000; as to Goldman Sachs Bank USA, $18,000,000; as to Regions Bank, $18,000,000; as to First Horizon Bank, $18,000,000,
in each case as such amount may be increased as agreed in writing between the applicable Issuing Bank and the Borrower.


 


“L/C Designated Foreign Currency”:
Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and any other available and freely convertible foreign currency selected
by Borrower and approved by the Administrative Agent and the applicable Issuing Bank.


 


“L/C Facing Fee”: as defined
in subsection 2.7(c).


 






    		-51-	 



     


    

 


“L/C Fee Payment Date”:
with respect to any Letter of Credit, the last Business Day of each March, June, September and December to occur after the date
of issuance thereof to and including the first such Business Day to occur on or after the date of expiry thereof.


 


“L/C Obligations”: at any
time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters
of Credit (including, without limitation, in the case of outstanding Letters of Credit in any Designated Foreign Currency, the
Dollar Equivalent of the aggregate then undrawn and unexpired amount thereof) and (b) the aggregate amount of drawings
under Letters of Credit which have not then been reimbursed pursuant to subsection 2.7(e) (including, without limitation, in the
case of Letters of Credit in any Designated Foreign Currency, the Dollar Equivalent of the unreimbursed aggregate amount of drawings
thereunder, to the extent that such amount has not been converted into Dollars in accordance with subsection 2.7(e)). 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.


 


“L/C Participants”: the
collective reference to all the Lenders other than the Issuing Bank.


 


“LCA Election”: as defined
in subsection 1.2(h).


 


“LCA Test Date”: as defined
in subsection 1.2(h).


 


“LCT Election”: as defined
in subsection 1.2(h).


 


“LCT Test Date”: as defined
in subsection 1.2(h).


 


“Lead Arrangers”: JPMorgan
Chase Bank, N.A., Credit Suisse Loan Funding LLC, Capital One, N.A., Goldman Sachs Bank USA, Regions Capital Markets, A Division
of Regions Bank and First Horizon Bank, as Joint Lead Arrangers and Joint Bookrunners.


 


“Lender Default”: (a) the
refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender (including any Agent in
its capacity as Lender) to make available its portion of any incurrence of Loans or Reimbursement Obligations, which refusal or
failure is not cured within two Business Days after the date of such refusal or failure; (b) the failure of any Lender
(including any Agent in its capacity as Lender) to pay over to the Administrative Agent, the Swing Line Lender, any Issuing Bank
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, (c) a Lender (including any Agent in its capacity as Lender) has notified the Borrower
or the Administrative Agent that it does not intend to comply with its funding obligations hereunder, (d) a Lender
(including any Agent in its capacity as Lender) has failed, within 10 Business Days after request by the Administrative Agent,
to confirm that it will comply with its funding obligations hereunder (provided that such Lender Default pursuant to this
clause (d) shall cease to be a Lender Default upon receipt of such confirmation by the Administrative Agent) or (e) an
Agent or a Lender has admitted in writing that it is insolvent or such Agent or Lender becomes subject to a Lender-Related Distress
Event.


 






    		-52-	 



     


    

 


“Lender-Related Distress Event”:
with respect to any Agent, Lender or direct or indirect parent company of an Agent or 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 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, or such Distressed
Person has become the subject of a Bail-in Action; 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 Agent or Lender or any person that
directly or indirectly controls such Agent or Lender by a Governmental Authority or an instrumentality thereof.


 


“Lenders”: the several
banks and other financial institutions from time to time party to this Agreement acting in their capacity as lenders, together
with, in each case, any affiliate of any such bank or financial institution through which such bank or financial institution elects,
by written notice to the Administrative Agent and the Borrower, to make any Loans available to the Borrower; provided that
for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any
Loan Document, (b) any waiver of any of the requirements of any Loan Document or any Default or Event of Default and
its consequences or (c) any other matter as to which a Lender may vote or consent pursuant to subsection 10.1,
the bank or financial institution making such election shall be deemed the “Lender” rather than such affiliate, which
shall not be entitled to so vote or consent.


 


“Letter of Credit Request”:
a letter of credit request substantially in the form of Exhibit J or in such form as the applicable Issuing Bank may
specify from time to time, requesting such Issuing Bank to open a Letter of Credit, and accompanied by an application and agreement
for the issuance or amendment of a Letter of Credit in such form as such Issuing Bank may reasonably specify from time to time
consistent with the terms hereof (it being understood that in the event of any express conflict, the terms hereof shall control).


 


“Letters of Credit”: as
defined in subsection 2.7(a).


 


“Leverage Excess Proceeds”:
as defined in subsection 7.4.


 






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“Liabilities”: collectively,
any and all claims, obligations, liabilities, causes of actions, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including without limitation interest, penalties and fees and disbursements of attorneys,
accountants, investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect
to third parties or otherwise at any time or from time to time.


 


“LIBOR Rate”: (i) with
respect to any Eurocurrency Borrowing denominated in Dollars or a Designated Foreign Currency other than Australian Dollars, Euros
or Canadian Dollars for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such
Interest Period (an “Impacted Interest Period”) with respect to the applicable currency, then the LIBOR Rate
shall be the Interpolated Screen Rate, subject to subsection 3.7 in the event that the Administrative Agent shall conclude that
it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest
error), (ii) with respect to any Eurocurrency Borrowing denominated in Euros, the EURIBO Screen Rate, (iii) with respect to any
Eurocurrency Borrowing denominated in Canadian Dollars, the CDOR Screen Rate for such Interest Period and (iv) with respect to
any Eurocurrency Borrowing denominated in Australian Dollars, the AUD Screen Rate for such Interest Period.


 


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


 


“Lien”: any mortgage, pledge,
security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).


 


“Limited Condition Transaction”:
(x) any acquisition, including by way of merger, amalgamation, consolidation or other business combination or the acquisition
of Capital Stock or otherwise, by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person
or any other Investment permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining,
third party financing, (y) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness,
Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction
and discharge or prepayment.


 






    		-54-	 



     


    

 


“Loan”: each Initial Term
Loan, Incremental Term Loan, Extended Term Loan, Specified Refinancing Term Loan, Initial Revolving Loan, Incremental Revolving
Loan, Extended Revolving Loan, Specified Refinancing Revolving Loan or a Swing Line Loan, as the context shall require; collectively,
the “Loans.”


 


“Loan Documents”: this
Agreement, any Notes, the Guarantee and Collateral Agreement, any Intercreditor Agreement (on and after the execution thereof),
any Other Intercreditor Agreement (on and after the execution thereof) and any other Security Documents, each as amended, supplemented,
waived or otherwise modified from time to time.


 


“Loan Parties”: Holding,
the Borrower, each Foreign Subsidiary Borrower and each Subsidiary Guarantor that is a party to a Loan Document as a Guarantor
or a pledgor under any of the Security Documents; individually, a “Loan Party”. No Excluded Subsidiary shall
be a Loan Party.


 


“Management Advances”:
loans or advances made to directors, officers, employees or consultants of any Parent, the Borrower or any Restricted Subsidiary
(x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in
respect of moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in
the ordinary course of business and (in the case of this clause (z)) not exceeding $10.0 million in the aggregate outstanding
at any time.


 


“Management Agreements”
means, collectively, any agreement primarily providing for indemnification and/or contribution for the benefit of any Permitted
Holder in respect of Liabilities resulting from, arising out of or in connection with, based upon or relating to (i) any
management consulting, financial advisory, financing, underwriting or placement services or other investment banking activities,
(ii) any offering of securities or other financing activity or arrangement of or by any Parent or any of its Subsidiaries
or (iii) any action or failure to act of or by any Parent or any of its Subsidiaries (or any of their respective predecessors);
in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms
thereof and of this Agreement.


 


“Mandatory Revolving Loan Borrowing”:
as defined in subsection 2.8(b).


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of capital stock of the Borrower or
any direct or indirect parent company on the date of declaration of the relevant dividend multiplied by (ii) the
arithmetic mean of the closing prices per share of such capital stock on the New York Stock Exchange (or, if the primary listing
of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding
the date of declaration of such dividend.


 






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“Material Adverse Effect”:
a material adverse effect on (a) the business, operations, property or financial condition of the Borrower and its
Subsidiaries taken as a whole or (b) the validity or enforceability as to any Loan Party party thereto of this Agreement
or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Collateral Agent, the Issuing Banks
and the Lenders under the Loan Documents, in each case taken as a whole.


 


“Material Restricted Subsidiary”:
any Restricted Subsidiary other than one or more Restricted Subsidiaries designated by the Borrower that in the aggregate do not
constitute Material Subsidiaries. Foreign Subsidiary Borrowers shall be deemed to be Material Restricted Subsidiaries at all times.


 


“Material Subsidiaries”:
Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary),
a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.


 


“Materials of Environmental Concern”:
any hazardous or toxic substances or materials or wastes defined, listed, or regulated as such in or under, or which may give rise
to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof),
petroleum products or by-products, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


 


“Maturity Date”: the Initial
Revolving Maturity Date, the Initial Term Loan Maturity Date, for any Extended Tranche the “Maturity Date” set forth
in the applicable Extension Amendment, for any Incremental Commitments the “Maturity Date” set forth in the applicable
Incremental Commitment Amendment, as the context may require and for any Specified Refinancing Tranche the “Maturity Date”
set forth in the applicable Specified Refinancing Amendment.


 


“Maximum Incremental Facilities Amount”:
at any date of determination, an amount (i) such that, after giving effect to the Incurrence of such amount (or on
the date of the initial commitment to lend such additional amount after giving pro forma effect to the Incurrence of the
entire committed amount of such amount), the Consolidated Secured Leverage Ratio shall not exceed 2.75:1.00 (as set forth in a
certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at the time of such Incurrence, together
with calculations demonstrating compliance with such ratio (amounts Incurred pursuant to this clause (i), the “Ratio Incremental
Facility”) (it being understood that (A) if pro forma effect is given to the entire committed amount
of any such additional amount on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing
the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part,
from time to time, without further compliance with this clause (i) and (B) for purposes of so calculating the
Consolidated Secured Leverage Ratio under this clause (i), any additional amount Incurred pursuant to this clause (i)
shall be treated as if such amount is Consolidated Secured Indebtedness, regardless of whether such amount is actually secured
or is secured by Liens ranking junior to the Liens securing the Senior Credit Facility Obligations)) or (ii) not to
exceed the greater of (i) $450.0 million and (ii) 100.0% of Consolidated EBITDA for the Most Recent Four Quarter Period (excluding
any amount Incurred in accordance with the preceding clause (i)) (amounts Incurred pursuant to this clause (ii), the “Cash
Capped Incremental Facility”); provided that (x) at the Borrower’s option, capacity under the Ratio Incremental
Facility shall be deemed to be used before capacity under the Cash Capped Incremental Facility and (y) any Indebtedness incurred
under the Cash Capped Incremental Facility shall be reclassified, as the Borrower may elect from time to time, as having been incurred
under the Ratio Incremental Facility if the Borrower meets the applicable Consolidated Secured Leverage Ratio under the Ratio Incremental
Facility at such time, on a pro forma basis. For purposes of any determination of the “Maximum Incremental Facilities Amount,”
the principal amount of Indebtedness outstanding under clause (i) or (ii) of this definition shall be determined after giving
effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness.


 






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“Minimum Exchange Tender Condition”:
as defined in subsection 2.10(b).


 


“Minimum Extension Condition”:
as defined in subsection 2.5(g).


 


“Moody’s”: Moody’s
Investors Service, Inc., and its successors.


 


“Mortgaged Properties”:
the collective reference to real properties, if any, acquired after the Second Restatement Effective Date and owned in fee by the
Loan Parties on which the Loan Parties are required to grant a mortgage pursuant to subsection 6.9(a).


 


“Mortgages”: each of the
mortgages and deeds of trust, if any, executed and delivered by any Loan Party to the Collateral Agent, substantially in the form
of Exhibit D, as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Most Recent Four Quarter Period”:
the four-fiscal-quarter period of the Borrower ending on the last day of the most recently completed fiscal year or fiscal quarter
for which financial statements of the Borrower have been (or have been required to be) delivered under subsection 6.1(a) or 6.1(b).


 


“Multiemployer Plan”: a
Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA.


 






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“Net Available Cash”: with
respect to any Asset Disposition (including any Sale and Leaseback Transaction) or Recovery Event, an amount equal to the cash
payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption
by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such
Asset Disposition or Recovery Event or received in any other non-cash form) therefrom, in each case net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state, provincial,
foreign and local taxes required to be paid or to be accrued as a liability under GAAP, as a consequence of such Asset Disposition
or Recovery Event (including as a consequence of any transfer of funds in connection with the application thereof in accordance
with subsection 7.4), (ii) all payments made, and all installment payments required to be made, on any Indebtedness
(other than Indebtedness secured by Liens that are required by the express terms of this Agreement to be pari passu with
or junior to the Liens on the Collateral securing the Senior Credit Facility Obligations) (x) that is secured by any
assets subject to such Asset Disposition or involved in such Recovery Event, in accordance with the terms of any Lien upon such
assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable
law, be repaid out of the proceeds from such Asset Disposition or Recovery Event, including but not limited to any payments required
to be made to increase borrowing availability under any revolving credit facility, (iii) all distributions and other
payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition
or Recovery Event, or to any other Person (other than the Borrower or a Restricted Subsidiary) owning a beneficial interest in
the assets disposed of in such Asset Disposition or subject to such Recovery Event, (iv) any liabilities or obligations
associated with the assets disposed of in such Asset Disposition or involved in such Recovery Event and retained, indemnified or
insured by the Borrower or any Restricted Subsidiary after such Asset Disposition or Recovery Event, including without limitation
pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to
any indemnification obligations associated with such Asset Disposition or Recovery Event, (v) in the case of an Asset
Disposition the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by the Borrower
or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid
or payable by the Borrower or any Restricted Subsidiary, in either case in respect of such Asset Disposition, (vi) in
the case of any Recovery Event, any amount thereof that constitutes or represents reimbursement or compensation for any amount
previously paid by Borrower or any of its Subsidiaries and (vii) in the case of any Asset Disposition by, or Recovery
Event relating to any asset of, the Borrower or any Restricted Subsidiary that is not a Subsidiary Guarantor, any amount of proceeds
from such Asset Disposition or Recovery Event to the extent (x) subject to any restriction on the transfer thereof
directly or indirectly to the Borrower, including by reason of applicable law or agreement (other than any agreement entered into
primarily for the purpose of imposing such a restriction) or (y) in the good faith determination of the Borrower (which
determination shall be conclusive), the transfer thereof directly or indirectly to the Borrower could reasonably be expected to
give rise to or result in (A) any violation of applicable law, (B) any liability (criminal, civil, administrative
or other) for any of the officers, directors or shareholders of the Borrower, any Restricted Subsidiary or any Parent, (C) any
violation of the provisions of any joint venture or other material agreement governing or binding upon the Borrower or any Restricted
Subsidiary, (D) any material risk of any such violation or liability referred to in any of the preceding clauses (A),
(B) and (C), (E) any adverse tax consequence for the Borrower, any Restricted Subsidiary or any Parent, or (F) any
cost, expense, liability or obligation (including, without limitation, any Tax) other than routine and immaterial out-of-pocket
expenses.


 






    	 	-58-	 



     


    

 


“Net Cash Proceeds”: with
respect to any issuance or sale of any securities of, or the Incurrence of Indebtedness by, the Borrower or any Subsidiary by the
Borrower or any Subsidiary, or any capital contribution, means the cash proceeds of such issuance, sale, contribution or Incurrence
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions
and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and
net of taxes paid or payable as a result thereof.


 


“New York Courts”: as defined
in subsection 10.13(a).


 


“New York Process Agent”:
as defined in subsection 10.13(g).


 


“New York Supreme Court”:
as defined in subsection 10.13(a).


 


“Non-Consenting Lender”:
as defined in subsection 10.1(g).


 


“Non-Defaulting Lender”:
any Lender other than a Defaulting Lender.


 


“Non-Extending Lender”:
as defined in subsection 2.5(e).


 


“Non-Wholly Owned Subsidiary”:
each Subsidiary that is not a Wholly Owned Subsidiary.


 


“Note”: as defined in subsection
2.2(a).


 


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


 


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


 






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“Obligation Currency”:
as defined in subsection 10.8(a).


 


“Obligations”: with respect
to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Borrower or any Restricted Subsidiary whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or
of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect
thereof.


 


“Obligor”: any purchaser
of goods or services or other Person obligated to make payment to the Borrower or any of its Subsidiaries (other than to any Special
Purpose Subsidiaries and the Foreign Subsidiaries) in respect of a purchase of such goods or services.


 


“OFAC”: as defined in subsection
4.22.


 


“Offered Amount”:
as defined in subsection 3.4(j).


 


“Offered Discount”: as
defined in subsection 3.4(j).


 


“OID”: as defined in subsection 2.9(d).


 


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


 


“Other Intercreditor Agreement”:
an Intercreditor Agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent.


 


“Other Representatives”: 
JPMorgan Chase Bank, N.A., in its capacity as Joint Lead Arranger and Joint Bookrunner, Credit Suisse Loan Funding LLC, in its
capacity as Joint Lead Arranger and Joint Bookrunner, Capital One, N.A., in its capacity as Joint Lead Arranger and Joint Bookrunner,
Goldman Sachs Bank USA, in its capacity as Joint Lead Arranger and Joint Bookrunner, Regions Capital Markets, a Division of Regions
Bank, in its capacity as Joint Lead Arranger and Joint Bookrunner, First Horizon Bank, in its capacity as Joint Lead Arranger and
Joint Boorkunner, Barclays Bank PLC in its capacity as Co-Syndication Agent, HSBC Securities (USA) Inc. in its capacity as Co-Syndication
Agent, BofA Securities, Inc. in its capacity as Co-Documentation Agent and Fifth Third Bank in its capacity as Co-Documentation
Agent.


 






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“Other Taxes” means all
present or future stamp, court or documentary, excise, property, intangible, recording, filing or similar Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment request by Borrower made pursuant to subsection 2.05(e).


 


“Outstanding Amount”: with
respect to the Loans on any date, the principal amount thereof after giving effect to any borrowings and prepayments or repayments
thereof occurring on such date.


 


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


 


“Parent”: any of Holding
Parent, Holding, Investment Holding and any Other Parent and any other Person that is a Subsidiary of Holding Parent, Holding,
Investment Holding or any Other Parent and of which the Borrower is a Subsidiary. As used herein, “Other Parent”
means a Person of which the Borrower becomes a Subsidiary after the Second Restatement Effective Date that is designated by the
Borrower as an “Other Parent”, provided that either (x) immediately after the Borrower first becomes
a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more
than 50% of the Voting Stock of a Parent of the Borrower immediately prior to the Borrower first becoming such Subsidiary or (y) such
Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred
by reason of the Borrower first becoming a Subsidiary of such Person.


 


“Parent Expenses”: (i) costs
(including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection
with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental,
regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to Indebtedness
of the Borrower or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the
Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in
connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property
and associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and
similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs,
formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual
property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to
the business or businesses of the Borrower or any Subsidiary thereof, (iii) indemnification obligations of any Parent
owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or
for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor),
(iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v)
fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which
offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed
or loaned to the Borrower or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the
amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis
prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower
or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.


 






    	 	-61-	 



     


    

 


“Pari Passu Indebtedness”:
Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Senior Credit Facility Obligations.


 


“Participant”: as defined
in subsection 10.6(c).


 


“Participant Register”:
as defined in subsection 10.6(c).


 


“Participating Lender”:
as defined in subsection 3.4(j).


 


“Patriot Act”: as defined
in subsection 10.18.


 


“PBGC”: the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto).


 


“Permitted Cure Securities”:
common equity securities of the Borrower or any Parent or other qualified equity securities of the Borrower or any Parent that
do not constitute Disqualified Stock.


 


“Permitted Debt Exchange”:
as defined in subsection 2.10(a).


 






    	 	-62-	 



     


    

 


“Permitted Debt Exchange Notes”:
as defined in subsection 2.10(a).


 


“Permitted Debt Exchange Offer”:
as defined in subsection 2.10(a).


 


“Permitted Holders”: 
any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of any Parent
or the Borrower.  In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes
or results in a Change of Control in respect of which the Borrower makes a payment in full of all of the Loans and terminates the
Revolving Commitments or consummates a Change of Control Offer, together with its Affiliates, shall thereafter constitute Permitted
Holders.


 


“Permitted Investment”:
an Investment by the Borrower or any Restricted Subsidiary in, or consisting of, any of the following:


 


(i)          
(x) a Restricted Subsidiary, (y) the Borrower, or (z) a Person that will, upon the making
of such Investment, become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person
in contemplation of so becoming a Restricted Subsidiary);


 


(ii)         
another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers
or conveys all or substantially all its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary (and, in each
case, any Investment held by such other Person that was not acquired by such Person in contemplation of such merger, consolidation
or transfer);


 


(iii)        
Temporary Cash Investments, Investment Grade Securities or Cash Equivalents;


 


(iv)        
receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business;


 


(v)         
any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions
of property or assets, including Asset Dispositions made in compliance with subsection 7.4;


 


(vi)        
securities or other Investments received in settlement of debts created in the ordinary course of business and owing to,
or of other claims asserted by, the Borrower or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement
of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of
another Person;


 






    	 	-63-	 



     


    

 


(vii)       
Investments in existence or made pursuant to legally binding written commitments in existence on the Second Restatement
Effective Date;


 


(viii)      
Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations
are Incurred in compliance with subsection 7.1;


 


(ix)         
pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course
of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with
Liens permitted under subsection 7.2;


 


(x)          
(1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition (described
in clause (i) of the definition thereof) by or to or in favor of any Special Purpose Entity, including Investments of funds
held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or
(2) any promissory note issued by the Borrower, or any Parent; provided that if such Parent receives cash from
the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent to the Borrower;


 


(xi)         
bonds secured by assets leased to and operated by the Borrower or any Restricted Subsidiary that were issued in connection
with the financing of such assets so long as the Borrower or any Restricted Subsidiary may obtain title to such assets at any time
by paying a nominal fee, canceling such bonds and terminating the transaction;


 


(xii)        
[reserved];


 


(xiii)       
any Investment to the extent made using Capital Stock of the Borrower (other than Disqualified Stock) or Capital Stock of
any Parent, as consideration;


 


(xiv)       
Management Advances;


 


(xv)        
Investments in Related Businesses in an aggregate amount outstanding at any time not to exceed the greater of $225.0 million
and 16.0% of Consolidated Tangible Assets;


 






    	 	-64-	 



     


    

 


(xvi)       
any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions
of subsection 7.6(b) (except transactions described in clauses (i), (v) and (vi) thereof), including any Investment pursuant
to any transaction described in clause (ii) of such subsection (b) (whether or not any Person party thereto is at any time an Affiliate
of the Borrower);


 


(xvii)     
any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Borrower or its
Subsidiaries, which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary or by reason of
applicable law, rule, regulation or order, or is required or approved by any regulatory authority having jurisdiction over such
Captive Insurance Subsidiary or its respective businesses; and


 


(xviii)    
other Investments in an aggregate amount outstanding at any time not to exceed the greater of $225.0 million and 16.0% of
Consolidated Tangible Assets.


 


If any Investment pursuant to clause (xv)
or (xviii) above, or subsection 7.5(b)(vii), as applicable, is made in any Person that is not a Restricted Subsidiary and
such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers
or conveys all or substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, then such
Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, respectively, and not clause (xv)
or (xviii) above, or subsection 7.5(b)(vii), as applicable (and, in the case of the foregoing clause (A), for so long as such
Person continues to be a Restricted Subsidiary unless and until such Person is merged or consolidated into, or transfers or conveys
all or substantially all its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary).


 


“Permitted Lien”: any Lien
permitted pursuant to the Loan Documents, including, without limitation, those permitted to exist pursuant to subsection 7.2 or
described in any of the clauses of such subsection 7.2.


 


“Permitted Payment”: as
defined in subsection 7.5(b).


 


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


 


“Plan”: at a particular
time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity
is an “employer” as defined in Section 3(5) of ERISA.


 






    	 	-65-	 



     


    

 


“Pounds Sterling” or “£”:
the lawful currency of the United Kingdom.


 


“Preferred Stock”: as applied
to the Capital Stock of any corporation or company, Capital Stock of any class or classes (however designated) that by its terms
is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation or company, over shares of Capital Stock of any other class of such corporation or company.


 


“Prepayment Date”: as defined
in subsection 3.4(f).


 


“Prime Rate”: the rate
of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases
to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any
similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as
determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change
is publicly announced or quoted as being effective.


 


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


 


“Purchase”: as defined
in the definition of “Consolidated Coverage Ratio”.


 


“Purchase Money Obligations”:
any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal)
or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock
of any Person owning such property or assets, or otherwise.


 


“Qualifying Lender”: as
defined in subsection 3.4(j).


 


“Rating Agencies”: collectively,
Moody’s and S&P, or, if Moody’s or S&P or both shall not make a rating on the applicable security or instrument
publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower
which shall be substituted for Moody’s or S&P or both, as the case may be.


 


“Receivable”: a right to
receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined
in accordance with GAAP.


 






    	 	-66-	 



     


    

 


“Recipient”: (a) the Administrative
Agent, (b) any Lender, or (c) any Issuing Bank.


 


“Recovery Event”: any settlement
of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the
Borrower or any of its Restricted Subsidiaries constituting Collateral giving rise to Net Available Cash to the Borrower or such
Restricted Subsidiary, as the case may be, in excess of $20.0 million, to the extent that such settlement or payment does not constitute
reimbursement or compensation for amounts previously paid by the Borrower or any Restricted Subsidiary in respect of such casualty
or condemnation.


 


“refinance”: refinance,
refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to
any defeasance or discharge mechanism); and the terms “refinances,” “refinanced” and “refinancing”
as used for any purpose in this Agreement shall have a correlative meaning.


 


“Refinancing Agreement”:
as defined in subsection 7.9(c).


 


“Refinancing Indebtedness”:
Indebtedness that is Incurred to refinance any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the
Second Restatement Effective Date or Incurred (or established) in compliance with this Agreement (including Indebtedness of the
Borrower that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of the Borrower or of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness,
and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided that


 


(1)          
if the Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing
Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than
the final Stated Maturity of the Indebtedness being refinanced (or if shorter, the Term Loans),


 


(2)          
such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced, plus (y) an
amount equal to any unutilized commitment relating to the Indebtedness being refinanced or otherwise then outstanding under the
financing arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn in compliance with
subsection 7.1 immediately prior to such refinancing plus (z) fees, underwriting discounts, premiums and
other costs and expenses incurred in connection with such Refinancing Indebtedness, and


 






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(3)          
Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary
Guarantor that refinances Indebtedness of the Borrower or a Subsidiary Guarantor that could not have been initially Incurred by
such Restricted Subsidiary pursuant to subsection 7.1 or (y) Indebtedness of the Borrower or a Restricted Subsidiary
that refinances Indebtedness of an Unrestricted Subsidiary.


 


“Refunded Swing Line Loans”:
as defined in subsection 2.8(b).


 


“Refunding Capital Stock”:
as defined in subsection 7.5(b).


 


“Register”: as defined
in subsection 10.6(b).


 


“Regulation S-X”: Regulation
S-X promulgated by the SEC, as in effect on the Second Restatement Effective Date.


 


“Regulation T”: Regulation
T of the Board as in effect from time to time.


 


“Regulation U”: Regulation
U of the Board as in effect from time to time.


 


“Regulation X”: Regulation
X of the Board as in effect from time to time.


 


“Reimbursement Obligation”:
the obligation of the Borrower to reimburse the applicable Issuing Banks pursuant to subsection 2.7(e) for amounts drawn on the
applicable Letters of Credit.


 


“Related Business”: those
businesses in which the Borrower or any of its Subsidiaries is engaged on the date of this Agreement, or that are similar, related,
complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.


 


“Related Parties”: with
respect to any Person, such Person’s affiliates and the partners, officers, directors, trustees, employees, shareholders,
members, attorneys and other advisors, agents and controlling persons of such person and of such person’s affiliates and
 “Related Party” shall mean any of them.


 






    	 	-68-	 



     


    

 


“Related Taxes”: (x) any
taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property,
consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or
assessments (other than federal, state, foreign, provincial or local taxes measured by income, and federal, state, foreign, provincial
or local withholding imposed by any government or other taxing authority on payments made by any Parent other than to another Parent),
required to be paid by any Parent by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of
owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries or any
Parent), or being a holding company of the Borrower, any of its Subsidiaries or any Parent, or receiving dividends from or other
distributions in respect of the Capital Stock of the Borrower, any of its Subsidiaries or any Parent, or having guaranteed any
obligations of the Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the
Borrower or any of its Subsidiaries is permitted to make payments to any Parent pursuant to the covenant described under subsection 7.5,
or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights
(including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the
Borrower or any Subsidiary thereof, (y) any taxes of a Parent attributable (1) to any taxable period (or
portion thereof) ending on or prior to the Second Restatement Effective Date and incurred in connection with the Transactions,
or (2) to any Parent’s receipt of (or entitlement to) any payment in connection with the Transactions, including
any payment received after the Second Restatement Effective Date pursuant to any agreement related to the Transactions or (z) any
other federal, state, foreign, provincial or local taxes measured by income for which any Parent is liable, up to an amount not
to exceed, with respect to federal taxes, the amount of any such taxes that the Borrower and its Subsidiaries would have been required
to pay on a separate company basis, or on a consolidated basis as if the Borrower had filed a consolidated return on behalf of
an affiliated group (as defined in Section 1504 of the Code or an analogous provision of state, local or foreign law) of which
it were the common parent, or with respect to state, foreign, provincial or local taxes, the amount of any such taxes that the
Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated, combined, unitary
or affiliated basis as if the Borrower had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated
group consisting only of the Borrower and its Subsidiaries (in each case, reduced by any such taxes paid directly by the Borrower
or its Subsidiaries). Taxes include all interest, penalties and additions related thereto.


 


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


 


“Reportable Event”: any
of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the
thirty day notice period is waived under PBGC Reg. § 4043 or any successor regulation thereto.


 


“Repricing Transaction”:
other than in connection with a transaction involving a Change of Control, the prepayment of any Initial Term Loans by the Borrower
with the proceeds of secured term loans (including, without limitation, any new, amended or additional loans or Term Loans under
this Agreement, whether as a result of an amendment to this Agreement or otherwise), that are broadly marketed or syndicated to
banks and other institutional investors in financings similar to the Senior Credit Facility and having an effective interest cost
or weighted average yield (as determined prior to such prepayment by the Administrative Agent consistent with generally accepted
financial practice and, in any event, excluding any arrangement, structuring, syndication or commitment fees in connection therewith,
and excluding any performance or ratings based pricing grid that could result in a lower interest rate based on future performance,
but including any Adjusted LIBOR Rate floor or similar floor that is higher than the then applicable Adjusted LIBOR Rate) that
is less than the interest rate for or weighted average yield (as determined prior to such prepayment by the Administrative Agent
on the same basis) of the Initial Term Loans, including without limitation, as may be effected through any amendment to this Agreement
relating to the interest rate for, or weighted average yield of, the Initial Term Loans.


 






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“Required Lenders”: Lenders
the Total Credit Percentages of which aggregate to greater than 50.0%; provided that the Revolving Commitments (or, if the
Revolving Commitments have terminated or expired, the Revolving Loans and interests in L/C Obligations and Swing Line Loans) and
Term Loans held or deemed held by Defaulting Lenders shall be excluded for purposes of making a determination of Required Lenders.


 


“Required Revolving Lenders”:
Lenders the Revolving Commitment Percentage of which aggregate to greater than 50.0%; provided that the Revolving Commitments
(or, if the Revolving Commitments have terminated or expired, the Revolving Loans and interests in L/C Obligations and Swing Line
Loans) held or deemed held by Defaulting Lenders shall be excluded for purposes of making a determination of Required Revolving
Lenders.


 


“Requirement of Law”: as
to any Person, the certificate of incorporation and by laws or other organizational or governing documents of such Person, and
any law, statute, ordinance, code, decree, 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 material property or to which such Person or any
of its material property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision
of real properties; provided that the foregoing shall not apply to any non-binding recommendation of any Governmental Authority.


 


“Responsible Officer”:
as to any Person, any of the following officers of such Person: (a) the chief executive officer or the president of
such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller of such Person,
(b) any vice president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller
of such Person, who has been designated in writing to the Administrative Agent as a Responsible Officer by such chief executive
officer or president of such Person or, with respect to financial matters, such chief financial officer of such Person, (c) with
respect to subsection 6.7 and without limiting the foregoing, the general counsel of such Person, (d) with respect
to ERISA matters, the senior vice president - human resources (or substantial equivalent) of such Person and (e) any
other individual designated as a “Responsible Officer” for the purposes of this Agreement by the Board of Directors
or equivalent body of such Person. For all purposes of this Agreement, the term “Responsible Officer” shall mean a
Responsible Officer of the Borrower unless the context otherwise requires.


 






    	 	-70-	 



     


    

 


“Restricted Payment”: as
defined in subsection 7.5(a).


 


“Restricted Payment Transaction”:
any Restricted Payment permitted pursuant to subsection 7.5, any Permitted Payment, any Permitted Investment, or any transaction
specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained
in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).


 


“Restricted Subsidiary”:
any Subsidiary of the Borrower other than an Unrestricted Subsidiary.


 


“Revolving Commitment”:
as to any Lender, the aggregate of its Initial Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Commitments
and Specified Refinancing Revolving Commitments; collectively, as to all Lenders, the “Revolving Commitments.”


 


“Revolving Commitment Percentage”:
as to any Lender, the percentage of the aggregate Revolving Commitments constituted by its Revolving Commitment (or, if the Revolving
Commitments have terminated or expired, the percentage which (a) the sum of (i) such Lender’s then
outstanding Revolving Loans (including without limitation in the case of Revolving Loans made by such Lender in any Designated
Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) plus (ii) such Lender’s
interests in the aggregate L/C Obligations and Swing Line Loans then outstanding then constitutes of (b) the sum of
(i) the aggregate Revolving Loans of all the Lenders then outstanding (including without limitation in the case of
Revolving Loans made by such Lender in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal
amount thereof) plus (ii) the aggregate L/C Obligations and Swing Line Loans then outstanding); provided
that for purposes of subsection 3.14(d) and (e), “Revolving Commitment Percentage” shall mean the percentage of the
aggregate Revolving Commitments (disregarding the Revolving Commitment of any Defaulting Lender to the extent its Swing Line Exposure
or L/C Obligations are reallocated to the Non-Defaulting Lenders) constituted by such Lender’s Revolving Commitment.


 


“Revolving Commitment Period”:
the Initial Revolving Commitment Period, the “Revolving Commitment Period” in respect of any Tranche of Extended Revolving
Commitments as set forth in the applicable Extension Amendment, the “Revolving Commitment Period” in respect of any
Tranche of Incremental Revolving Commitments as set forth in the applicable Incremental Commitment Amendment or the “Revolving
Commitment Period” in respect of any Tranche of Specified Refinancing Revolving Facilities as set forth in the applicable
Specified Refinancing Amendment, as the context may require.


 






    	 	-71-	 



     


    

 


“Revolving Exposure”: at
any time the aggregate principal amount at such time of all outstanding Revolving Loans (including without limitation in the case
of Revolving Loans in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof).
The Revolving Exposure of any Lender at any time shall equal its Revolving Commitment Percentage of the aggregate Revolving Exposure
at such time.


 


“Revolving Lender”: any
Lender having a Revolving Commitment and/or a Revolving Loan outstanding hereunder.


 


“Revolving Loans”: Initial
Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans, as the context
shall require.


 


“Rollover Indebtedness”:
Indebtedness of a Borrower or a Guarantor issued to any Lender in lieu of such Lender’s pro rata portion of any repayment
of Term Loans made pursuant to subsection 3.4(a), (b), (c) or (d); so long as (other than in connection with a refinancing
in full of the Facilities) such Indebtedness would not have a weighted average life to maturity earlier than the remaining weighted
average life to maturity of the Term Loans being repaid.


 


“S&P”: Standard &
Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors.


 


“Sale”: as defined in the
definition of “Consolidated Coverage Ratio”.


 


“Sale and Leaseback Transaction”:
any arrangement with any Person providing for the leasing by the Borrower or any of its Subsidiaries of real or personal property
that has been or is to be sold or transferred by the Borrower or any such Subsidiary to such Person or to any other Person to whom
funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or
such Subsidiary.


 


“SEC”: the Securities and
Exchange Commission.


 


“Second Restatement Effective Date”:
November 5, 2019


 






    	 	-72-	 



     


    

 


“Secured Parties”: as defined
in the Guarantee and Collateral Agreement.


 


“Securities Act”: the Securities
Act of 1933, as amended from time to time.


 


“Security Documents”: the
collective reference to each Mortgage related to any Mortgaged Property (if any), the Guarantee and Collateral Agreement and all
other similar security documents hereafter delivered to the Collateral Agent granting a Lien on any asset or assets of any Person
to secure the obligations and liabilities of the Loan Parties hereunder and/or under any of the other Loan Documents or to secure
any guarantee of any such obligations and liabilities, including any security documents executed and delivered or caused to be
delivered to the Collateral Agent pursuant to subsection 6.9(b) or 6.9(c), in each case, as amended, supplemented, waived
or otherwise modified from time to time.


 


“Senior Credit Facility”:
the collective reference to this Agreement, any Loan Documents, any notes and letters of credit (including any Letter of Credit)
issued pursuant hereto and any guarantee and collateral agreement, patent security agreement, trademark security agreement, copyright
security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing,
in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the
original agent and lenders or other agents and lenders or otherwise, and whether provided under this Agreement or one or more other
credit agreements, indentures or financing agreements or otherwise, unless such agreement, document or instrument expressly provides
that it is not intended to be and is not a Senior Credit Facility hereunder). Without limiting the generality of the foregoing,
the term “Senior Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness
Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Borrower as additional borrowers or guarantors
thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder
or (iv) otherwise altering the terms and conditions thereof.


 


“Senior Credit Facility Obligations”:
obligations of the Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment
of (i) the principal of and premium, if any, and interest (including interest accruing during (or that would accrue
but for) the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents.


 






    	 	-73-	 



     


    

 


“Senior Notes”: the Borrower’s
5.125% Senior Notes due 2024, issued under the Senior Notes Indenture.


 


“Senior Notes Indenture”:
the Indenture, dated as of November 8, 2016, by and among the Borrower, the Subsidiaries of the Borrower party thereto, and Wilmington
Trust, National Association, as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Set”: the collective reference
to Eurocurrency Loans of a single Tranche, the then current Interest Periods with respect to all of which begin on the same date
and end on the same later date (whether or not such Term Loans shall originally have been made on the same day).


 


“Settlement Service”: as
defined in subsection 10.6(b).


 


“Single Employer Plan”:
any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.


 


“Solicited Discount Proration”:
as defined in subsection 3.4(j).


 


“Solicited Discounted Prepayment
Amount”: as defined in subsection 3.4(j).


 


“Solicited Discounted Prepayment
Notice”: an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offers made pursuant to subsection 3.4(j)(iv)
substantially in the form of Exhibit K.


 


“Solicited Discounted Prepayment
Offer”: the irrevocable written offer by each Lender, substantially in the form of Exhibit L, submitted following
the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited Discounted Prepayment
Response Date”: as defined in subsection 3.4(j).


 


“Solvent” and “Solvency”:
with respect to the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Second
Restatement Effective Date means (i) the Fair Value and Present Fair Salable Value of the assets of the Borrower and
its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower
and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries
taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized
terms used in this definition (other than “Borrower”, “Second Restatement Effective Date”, “Subsidiary”
and “Transactions”, which have the meanings set forth in this Agreement) shall have the meaning assigned to such terms
in the form of solvency certificate attached hereto as Exhibit Q).


 






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“Special Purpose Entity”:
(x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in
any jurisdiction from time to time), other accounts and/or other receivables and/or related assets.


 


“Special Purpose Financing”:
any financing or refinancing of assets consisting of or including Receivables of the Borrower or any Restricted Subsidiary that
have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.


 


“Special Purpose Financing Expense”:
for any period, (a) the aggregate interest expense for such period on any Indebtedness of any Special Purpose Subsidiary
that is a Restricted Subsidiary, which Indebtedness is not recourse to the Borrower or any Restricted Subsidiary that is not a
Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special Purpose
Financing Fees.


 


“Special Purpose Financing Fees”:
distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection
with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.


 


“Special Purpose Financing Undertakings”:
representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below)
other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower
determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection
with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose
Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters
of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations,
or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower
or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject
to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of
a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.


 






    	 	-75-	 



     


    

 


“Special Purpose Subsidiary”:
a Subsidiary of the Borrower that (a) is engaged solely in (x) the business of acquiring, selling, collecting,
financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from
time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments
or general intangibles), all proceeds thereof and/or all rights (contractual and other), collateral and/or other assets relating
thereto and (y) any business or activities incidental or related to such business, and (b) is designated as
a “Special Purpose Subsidiary” by the Borrower.


 


“Specified Discount”: as
defined in subsection 3.4(j)(ii).


 


“Specified Discount Prepayment Amount”:
as defined in subsection 3.4(j).


 


“Specified Discount Prepayment Notice”:
an irrevocable written notice of the Borrower of Discounted Term Loan Prepayment made pursuant to subsection 3.4(j)(ii) substantially
in the form of Exhibit G.


 


“Specified Discount Prepayment Response”:
the written response by each Lender, substantially in the form of Exhibit H, to a Specified Discount Prepayment Notice.


 


“Specified Discount Prepayment Response
Date”: as defined in subsection 3.4(j).


 


“Specified Discount Proration”:
as defined in subsection 3.4(j).


 


“Specified Equity Contribution”:
any cash equity contribution made to Holding or any Parent in exchange for Permitted Cure Securities; provided that (a)(i)
such cash equity contribution to Holding or any Parent and (ii) the contribution of any proceeds therefrom to, and the receipt
thereof by, the Borrower occur (x) after the Second Restatement Effective Date and (y) on or prior to the date that is ten Business
Days after the date on which financial statements are required to be delivered for a fiscal quarter (or fiscal year) pursuant to
subsection 6.1(a) or 6.1(b), (b) the Borrower identifies such equity contribution as a “Specified Equity Contribution”
in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent, (c) in each four fiscal quarter
period, there shall exist at least two fiscal quarters in respect of which no Specified Equity Contribution shall have been made,
(d) no more than five Specified Equity Contributions may be made during the term of this Agreement; and (e) the amount of any Specified
Equity Contribution included in the calculation of Consolidated EBITDA hereunder shall be limited to the amount required to effect
or continue compliance with subsection 7.10 hereof, whether or not the financial covenant in subsection 7.10 is required to be
tested, and such amount shall be added to Consolidated EBITDA solely when calculating Consolidated EBITDA for purposes of determining
compliance with subsection 7.10.


 






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“Specified Event of Default”
means an Event of Default pursuant to Section 8.1(a) or an Event of Default pursuant to Section 8.1(f).


 


“Specified Existing Tranche”:
as defined in subsection 2.5(a).


 


“Specified Refinancing Amendment”:
an amendment to this Agreement effecting the incurrence of Specified Refinancing Facilities in accordance with subsection 2.11.


 


“Specified Refinancing Facilities”:
as defined in subsection 2.11(a).


 


“Specified Refinancing Indebtedness”:
Indebtedness incurred by the Borrower pursuant to and in accordance with subsection 2.11.


 


“Specified Refinancing Lenders”:
as defined in subsection 2.11(b).


 


“Specified Refinancing Loans”:
as defined in subsection 2.11(a).


 


“Specified Refinancing Revolving
Commitment”: as to any Lender, its obligation to make Specified Refinancing Revolving Loans to, and/or participate in
Swing Line Loans made to, and/or participate in Letters of Credit issued on behalf of, the Borrower.


 


“Specified Refinancing Revolving
Facilities”: as defined in subsection 2.11(a).


 


“Specified Refinancing Revolving
Loans”: as defined in subsection 2.11(a).


 


“Specified Refinancing Term Loan
Facilities”: as defined in subsection 2.11(a).


 


“Specified Refinancing Term Loans”:
as defined in subsection 2.11(a).


 


“Specified Refinancing Tranche”:
Specified Refinancing Facilities with the same terms and conditions made on the same day and any Supplemental Term Loan or Supplemental
Revolving Commitments and Loans in respect thereof, as applicable, added to such Tranche pursuant to subsection 2.9.


 


“Springing Maturity Date”:
the date that is 91 days prior to the stated maturity date of the Senior Notes (or if such day is not a Business Day, the immediately
preceding Business Day).


 






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“Spot Rate of Exchange”:
on any day, with respect to any currency other than Dollars (for purposes of determining the Dollar Equivalent) the rate at which
such currency may be exchanged into Dollars, as set forth at approximately 11:00 A.M., New York City time, on such date on
the applicable Bloomberg Key Cross Currency Rates Page.  In the event that any such rate does not appear on any Bloomberg
Key Cross Currency Rates Page, the Spot Rate of Exchange shall be determined by reference to such other publicly available service
for displaying exchange rates selected by the Administrative Agent (and reasonably satisfactory to the Borrower) for such purpose,
or, at the discretion of the Administrative Agent, such Spot Rate of Exchange shall instead be the arithmetic average of the spot
rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency
are then being conducted, at or about 10:00 A.M., local time in such market, on such date for the purchase of Dollars, for
delivery two Business Days later; provided that, if at the time of any such determination, for any reason, no such spot
rate is being quoted, the Administrative Agent may use any other reasonable method it deems appropriate to determine such rate.


 


“Standby Letter of Credit”:
as defined in subsection 2.7(a).


 


“Stated Maturity”: with
respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such
Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).


 


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


 


“Submitted Amount”: as
defined in subsection 3.4(j).


 


“Submitted Discount”: as
defined in subsection 3.4(j).


 






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“Subordinated Obligations”:
any Indebtedness of the Borrower (whether outstanding on the Second Restatement Effective Date or thereafter Incurred) that is
expressly subordinated in right of payment to the Term Loans pursuant to a written agreement.


 


“subsection 2.5 Additional Amendment”:
as defined in subsection 2.5(c).


 


“Subsidiary”: of any Person
means any corporation, association, partnership, or other business entity of which more than 50% of the total voting power of shares
of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or
indirectly by (i) such Person or (ii) one or more Subsidiaries of such Person. Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Borrower.


 


“Subsidiary Guarantee”:
the guarantee of the obligations of the Borrower under the Loan Documents provided pursuant to the Guarantee and Collateral Agreement.


 


“Subsidiary Guarantor”:
(x) each Domestic Subsidiary (other than any Excluded Subsidiary) of the Borrower which executes and delivers a Subsidiary
Guarantee pursuant to subsection 6.9 or otherwise, in each case, unless and until such time as the respective Subsidiary Guarantor
(a) ceases to constitute a Domestic Subsidiary of the Borrower in accordance with the terms and provisions hereof,
(b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released
from all of its obligations under the Subsidiary Guarantee in accordance with terms and provisions thereof and (y) each
other Subsidiary of the Borrower which the Borrower causes to execute and deliver a Subsidiary Guarantee pursuant to the last sentence
of subsection 6.9(b) or otherwise, in each case, unless and until such time as the respective Subsidiary Guarantor (a) ceases
to constitute a Subsidiary of the Borrower in accordance with the terms and provisions hereof, (b) is designated an
Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released from all of its obligations under
the Subsidiary Guarantee in accordance with terms and provisions thereof.


 


“Successor Company”: as
defined in subsection 7.3(a)(i).


 


“Supplemental Revolving Commitments”:
as defined in subsection 2.9(a).


 


“Supplemental Term Loan Commitments”:
as defined in subsection 2.9(a).


 


“Supplemental Term Loans”:
Term Loans made in respect of Supplemental Term Loan Commitments.


 






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“Swing Line Commitment”:
the Swing Line Lender’s obligation to make Swing Line Loans pursuant to subsection 2.8.


 


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


 


“Swing Line Lender”: JPMorgan
Chase Bank, N.A., in its capacity as provider of the Swing Line Loans.


 


“Swing Line Loan”: as defined
in subsection 2.8(a).


 


“Swing Line Loan Participation Certificate”:
a certificate substantially in the form of Exhibit O.


 


“Tax Sharing Agreement”:
the Tax Sharing Agreement, dated as of July 24, 2007, among the Borrower, Holding, Investment Holding and Holding Parent and any
substantially comparable successor agreement (as determined by the Borrower in good faith, which determination shall be conclusive)
between the Borrower and any Parent, in each case, as the same may be amended, supplemented, waived or otherwise modified from
time to time.


 


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


 






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“Temporary Cash Investments”:
any of the following: (i) any investment in (x) direct obligations of the United States of America, Canada,
a member state of the European Union or any country in whose currency funds are being held pending their application in the making
of an investment or capital expenditure by the Borrower or a Restricted Subsidiary in that country or with such funds, or any agency
or instrumentality of any thereof or obligations Guaranteed by the United States of America or a member state of The European Union
or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure
by the Borrower or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing,
or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the
United States of America rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such
rating by any nationally recognized rating organization), (ii) overnight bank deposits, and investments in time deposit
accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar
instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any bank or other
institutional lender under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized
under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America
having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long
term debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent
of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by
any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations for
underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 24 months
after the date of acquisition, issued by a Person (other than that of the Borrower or any of its Subsidiaries), with a rating at
the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2”
(or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P
or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments
in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed by any state, commonwealth
or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “BBB-”
by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if
no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization),
(vi) Indebtedness or Preferred Stock (other than of the Borrower or any of its Subsidiaries) having a rating of “A”
or higher by S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization), (vii) investment funds investing 95% of their assets in securities of the type described in clauses (i)
- (vi) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution), (viii) any
money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country
recognized by the United States of America, in each case, having capital and surplus in excess of $250.0 million (or the foreign
currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or
any successor rule) of the SEC under the Investment Company Act and (ix) similar investments approved by the Board
of Directors in the ordinary course of business.


 


“Term Loan”: each Initial
Term Loan, Incremental Term Loan, Extended Term Loan or Specified Refinancing Term Loan, as the context shall require.


 


“Term Loan Commitment”:
as to any Lender, the aggregate of its Initial Term Loan Commitments, Incremental Term Loan Commitment and Supplemental Term Loan
Commitments; collectively as to all Lenders the “Term Loan Commitments.”


 






    	 	-81-	 



     


    

 


“Term Loan Lender”: any
Lender having a Term Loan Commitment hereunder and/or a Term Loan outstanding hereunder; and all such Lenders, collectively, the
 “Term Loan Lenders”.


 


“Term Loan Percentage”:
as to any Term Loan Lender at any time, the percentage which (a) such Lender’s Term Loans then outstanding constitutes
of (b) the sum of all of the Term Loans then outstanding.


 


“Third Amendment”: the
Third Amendment, dated as of November 8, 2016, among the Borrower, the Administrative Agent and the Lenders party thereto.


 


“Total Credit Percentage”:
as to any Lender at any time, the percentage which (a) the sum of (i) such Lender’s Revolving Commitment
then outstanding (or, if the Revolving Commitments have terminated or expired, the sum of (x) such Lender’s then
outstanding Revolving Loans (including, without limitation, in the case of Revolving Loans made by such Lender in any Designated
Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal amount thereof) plus (y) such Lender’s
interests in the aggregate L/C Obligations and Swing Line Loans then outstanding) and (ii) such Lender’s then
outstanding Term Loans (if any) and such Lender’s unused Term Loan Commitments (if any) then outstanding constitutes of (b) the
sum of (i) the Revolving Commitments of all Lenders then outstanding (or, if the Revolving Commitments have terminated
or expired, the sum of (x) the aggregate Revolving Loans of all the Lenders then outstanding (including, without limitation,
in the case of Revolving Loans denominated in any Designated Foreign Currency, the Dollar Equivalent of the aggregate unpaid principal
amount thereof) plus (y) the aggregate L/C Obligations and Swing Line Loans of all Lenders then outstanding)
and (ii) the aggregate outstanding Term Loans (if any) of all Lenders then outstanding and aggregate unused Term Loan
Commitments of all Lenders (if any) then outstanding.


 


“Total Liquidity”: at any
time, the sum of (a) the aggregate amount available to be borrowed by any Loan Party under this Agreement and any other
revolving credit facility plus (b) the Unrestricted Cash of the Borrower and its Restricted Subsidiaries.


 


“Trade Payables”: with
respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed
by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.


 


“Tranche”: (i) with
respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1)  Initial Term Loans
and Initial Term Loan Commitments, (2) Incremental Loans or Incremental Term Loan Commitments with the same terms and
conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to subsection 2.9, (3) Extended
Term Loans (of the same Extension Series) or (4) Specified Refinancing Term Loan Facilities with the same terms and
conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to subsection 2.9 and (ii) with
respect to Revolving Loans or commitments, refers to whether such Revolving Loans or commitments are (1) Initial Revolving
Commitments or Initial Revolving Loans, (2) Incremental Revolving Commitments or Incremental Revolving Loans with the
same terms and conditions made on the same day and any Supplemental Revolving Commitments and Loans in respect thereof added to
such Tranche pursuant to subsection 2.9, (3) Extended Revolving Loans or Extended Revolving Commitments (of the same
Extension Series) or (4) Specified Refinancing Revolving Facilities with the same terms and conditions made on the
same day any Supplemental Revolving Commitments and Loans in respect thereof added to such Tranche pursuant to subsection 2.9.


 






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“Transactions”: collectively,
any or all of the following: (i) the entry into this Agreement and the Incurrence of Indebtedness hereunder by one
or more of the Borrower and its Subsidiaries; (ii) the refinancing in full of the outstanding principal amount of all
Indebtedness under the Existing Credit Agreement and under that certain $150,000,000 promissory note issued by the Borrower on
October 1, 2019 payable to JPMorgan Chase Bank, N.A.; and (iii) all other transactions relating to any of the foregoing
(including payment of fees and expenses related to any of the foregoing).


 


“Transferee”: any Participant
or Assignee.


 


“Treasury Capital Stock”:
as defined in subsection 7.5(b).


 


“Type”: the type of Loan
determined based on the interest option applicable thereto, with there being two Types of Loans hereunder, namely ABR Loans and
Eurocurrency Loans.


 


“UCC”: the Uniform Commercial
Code as in effect in the State of New York from time to time.


 


“Uniform Customs”: the
Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as
the same may be amended from time to time.


 


“Unrestricted Cash”: at
any date of determination, (a) the aggregate amount of cash, Cash Equivalents and Temporary Cash Investments included
in the cash accounts that would be listed on the consolidated balance sheet of the Borrower prepared in accordance with GAAP as
of the end of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated
financial statements of the Borrower are available to the extent such cash is not classified as “restricted” for financial
statement purposes (unless so classified solely because of any provision under the Loan Documents or any other agreement or instrument
governing other Indebtedness that is subject to the Intercreditor Agreement or any Other Intercreditor Agreement governing the
application thereof or because they are subject to a Lien securing the Senior Credit Facility Obligations or other Indebtedness
that is subject to the Intercreditor Agreement or any Other Intercreditor Agreement), plus (b) the proceeds
from any Incurrence of Incremental Term Loans since the date of such consolidated balance sheet and on or prior to the date of
determination that are (in the good faith judgment of the Borrower) intended to be used for working capital purposes.


 






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“Unrestricted Subsidiary”:
(i) any Subsidiary of the Borrower that at the time of determination is an Unrestricted Subsidiary, as designated by
the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board
of Directors may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower)
(other than a Foreign Subsidiary Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary
of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (A) such designation
was made at or prior to the Second Restatement Effective Date, (B)(i) the Subsidiary to be so designated has
total consolidated assets of $1,000 or less, (ii) if such Subsidiary has consolidated assets greater than $1,000, then
such designation would be permitted under subsection 7.5 and (C) at no time may any Unrestricted Subsidiary own, or hold
exclusive rights in, any Intellectual Property that is material to the business of the Borrower and its Restricted Subsidiaries,
taken as a whole, after giving effect to any such ownership or hold of exclusive rights. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation
(x) the Borrower could Incur at least $1.00 of additional Indebtedness under subsection 7.1(a) or (y) the
Consolidated Coverage Ratio would be greater than it was immediately prior to giving effect to such designation or (z) such
Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred
(and upon such designation shall be deemed to be Incurred and outstanding) pursuant to subsection 7.1(b). Any such designation
by the Board of Directors shall be evidenced to the Administrative Agent by promptly delivering to the Administrative Agent a copy
of the resolution of the Board of Directors giving effect to such designation and a certificate signed by a Responsible Officer
of the Borrower certifying that such designation complied with the foregoing provisions.


 


“U.S. Person”: any Person
that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”:
as defined in subsection 3.11(b).


 


“Voting Stock”: as defined
in the definition of “Change of Control”.


 






    	 	-84-	 



     


    

 


“Wholly Owned Subsidiary”:
as to any Person, any Subsidiary of such Person of which such Person owns, directly or indirectly through one or more Wholly Owned
Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees.


 


“Withholding Agent”: the
Borrower, the Administrative Agent and any other applicable withholding agent.


 


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


 


1.2          
Other Definitional Provisions.


 


(a)          
Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any
Notes, any other Loan Document or any certificate or other document made or delivered pursuant hereto.


 


(b)          
As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting
terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.


 


(c)          
The words “hereof”, “herein” and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation,” if not expressly followed
by such phrase or the phrase “but not limited to.” Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified and (b) any
reference herein to any Person shall be construed to include such Person’s successors and assigns.


 


(d)          
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 






    	 	-85-	 



     


    

 


(e)          
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) “or”
is not exclusive; (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance
with GAAP; and (iii) references to sections of, or rules under, the Securities Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the SEC from time to time.


 


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


 


(g)          
In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining
compliance with any provision of this Agreement (other than subsection 5.2 in connection with any Extension of Credit of Revolving
Loans, Swing Line Loans or Letters of Credit) which requires that no Default, Event of Default or specified Event of Default, as
applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option
of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists
on the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption,
repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given
for such Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence
of this clause (g), and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date
the definitive agreements for the applicable Limited Condition Transaction were entered into or irrevocable notice of redemption,
repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given
for such Limited Condition Transaction and prior to the consummation of such Limited Condition Transaction, any such Default, Event
of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of
determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder, unless
a Specified Event of Default shall have occurred and be continuing on the date such Limited Condition Transaction is consummated.


 


(h)          
In connection with any action being taken in connection with a Limited Condition Transaction (except for any Extension of
Credit of Revolving Loans, Swing Line Loans or Letters of Credit), for purposes of:


 


(i)          
determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage
Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or


 






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(ii)          
testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets);


 


in each case, at the option of the Borrower (the Borrower’s
election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the
date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements
for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction
and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given for such Limited Condition Transaction,
as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction
and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and
the use of proceeds of such Incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters
ending prior to the LCT Test Date for which consolidated financial statements of the Borrower are available, the Borrower could
have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount
shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the
ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations
in any such ratio, basket or amount, including due to fluctuations in Consolidated EBITDA or Consolidated Tangible Assets of the
Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the
consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as
a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection
with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence of Indebtedness or Liens, or the
making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all
of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior
to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited
Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket
or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection
therewith (including any Incurrence or Discharge of Indebtedness and the use of proceeds thereof) have been consummated.


 


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


 






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1.3         
Interest Rates; LIBOR Notification. The interest rate on Eurocurrency Loans is determined by reference to the LIBOR
Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate
at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the
U.K. Financial Conduct Authority announced that, after the end of 2021,it would no longer persuade or compel contributing banks
to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the
 “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing
in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate
upon which to determine the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector industry
initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered
rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth
in subsection 3.7(b) of this Agreement, such subsection 3.7 (b) provides a mechanism for determining an alternative rate of interest.
The Administrative Agent will notify the Borrower, pursuant to subsection 3.7, in advance of any change to the reference rate upon
which the interest rate on Eurocurrency Loans is based. However, the Administrative Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London
interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor
rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such
alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to subsection 3.7 (b), will be
similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the
London interbank offered rate prior to its discontinuance or unavailability.


 


SECTION 2       
AMOUNT AND TERMS OF COMMITMENTS.


 


2.1         
Loans.


 


(a)         
Term Loans Generally.


 


(i)          
Subject to the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make,
in Dollars, in a single draw on the Second Restatement Effective Date, one or more term loans (each, an “Initial Term
Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s
name in Schedule A hereto under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or
reduced pursuant to the terms hereof.


 






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(ii)          
The Initial Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained
as, and/or converted into, ABR Loans or Eurocurrency Loans.


 


(iii)         
The Initial Term Loans shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial
Term Loan Commitment of such Lender.


 


Once repaid, the Initial Term Loans incurred
hereunder may not be reborrowed. On the Second Restatement Effective Date (after giving effect to the incurrence of Initial Term
Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate.


 


(b)         
Revolving Commitments.


 


(i)          
Subject to the terms and conditions hereof, each Lender holding an Initial Revolving Commitment severally agrees to make
revolving credit loans (together, the “Initial Revolving Loans”) to the Borrower from time to time during the
Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s
Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does
not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Initial Revolving Commitment Period,
the Borrower may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof; provided that (x) no Lender shall make
any Revolving Loan in any Designated Foreign Currency if, after giving effect to the making of such Revolving Loan, the sum of
the Dollar Equivalent of the then outstanding Revolving Loans in Designated Foreign Currencies and the then outstanding L/C Obligations
in respect of Letters of Credit denominated in any L/C Designated Foreign Currency would exceed $50.0 million and (y) the
aggregate principal amount of Revolving Loans made to Foreign Subsidiary Borrowers and L/C Obligations in respect of Letters of
Credit issued on behalf of Foreign Subsidiary Borrowers shall at no time exceed the Dollar Equivalent of $50.0 million (it being
understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans
in any Designated Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters
of Credit denominated in any L/C Designated Foreign Currency on the date on which the Borrower has given the Administrative Agent
a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this subsection 2.1).


 


(ii)          
The Revolving Loans shall be made in Dollars or any Designated Foreign Currency and may from time to time be (i) Eurocurrency
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the
Administrative Agent in accordance with subsections 2.2 and 3.2; provided that no Revolving Loan shall be made as a Eurocurrency
Loan after the day that is one month prior to the applicable Maturity Date therefor. All Revolving Loans made in a Designated Foreign
Currency shall be Eurocurrency Loans.


 






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2.2          
Notes.


 


(a)          
The Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Second Restatement
Effective Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence such Lender’s Loan,
the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, A-2
or A-3, as applicable (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”),
with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal
to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to subsection 10.6(b)) by such
Lender to the Borrower. Each Note shall be dated the Second Restatement Effective Date and shall be payable as provided in subsection
2.2(b) (in the case of Initial Term Loans) or be stated to mature on the applicable Maturity Date (in the case of Revolving Loans)
and provide for the payment of interest in accordance with subsection 3.1.


 


(b)          
The aggregate Initial Term Loans of all Lenders shall be payable in consecutive quarterly installments beginning March 31,
2020 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in subsection 3.4), on the
dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together
with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans
then outstanding):


 


	Date	Amount
	Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date	0.25% of the aggregate initial principal amount of the Initial Term Loans on the Second Restatement Effective Date
	Initial Term Loan Maturity Date	All unpaid aggregate principal amounts of any outstanding Initial Term Loans




 


2.3          
Procedure for Borrowing.


 


(a)          
The Borrower shall give the Administrative Agent notice specifying the amount of the Initial Term Loans to be borrowed and
the proposed Borrowing Date (which notice must have been received by the Administrative Agent prior to 9:30 A.M., New York City
time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be irrevocable after
funding) on the Second Restatement Effective Date. Upon receipt of such notice the Administrative Agent shall promptly notify each
applicable Lender thereof. Each Lender having an Initial Term Loan Commitment will make the amount of its pro rata share of the
Initial Term Loan Commitments available, in each case for the account of the Borrower at the office of the Administrative Agent
specified in subsection 10.2 prior to 12:00 P.M., New York City time (or, if the time period for the Borrower’s delivery
of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion,
but in no event less than one hour following notice), on the Second Restatement Effective Date in funds immediately available to
the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative
Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received
by the Administrative Agent.


 






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(b)         
(i) The Borrower may borrow under the Revolving Commitments during the applicable Revolving Commitment Period on any Business
Day; provided that the Borrower (on behalf of any Borrower) shall give the Administrative Agent irrevocable notice (which
notice must be received by the Administrative Agent prior to (a) 9:00 A.M., New York City time (or such later time
as may be agreed by the Administrative Agent in its reasonable discretion), if the requested Borrowing Date is the Second Restatement
Effective Date, (b) 3:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed
by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date (if such Borrowing Date is not
the Second Restatement Effective Date), if all or any part of the requested Revolving Loans are to be initially Eurocurrency Loans
made in Dollars, (c) 12:30 P.M., New York City time (or such later time as may be agreed by the Administrative Agent
in its reasonable discretion), on the requested Borrowing Date, for ABR Loans or (d) 11:00 A.M., London time, at least
three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to
the requested Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurocurrency Loans made in
any Designated Foreign Currency), in each case specifying (i) the identity of the Borrower, (ii) the amount
to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency
Loans, ABR Loans or a combination thereof and (v) if the borrowing is to be entirely or partly of Eurocurrency Loans,
the respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor and, if the Eurocurrency
Loans in respect of such borrowing are to be made entirely or partly in any Designated Foreign Currency, the Designated Foreign
Currency thereof.


 


(ii)          
Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, except
any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, $2.0 million
or a whole multiple of $1.0 million in excess thereof (or, if the then Available Revolving Commitments are (A) less
than $2.0 million, $1.0 million or a whole multiple thereof or (B) less than $1.0 million, such lesser amount) and
(y) in the case of Eurocurrency Loans (or, in the case of Eurocurrency Loans to be made in any Designated Foreign Currency,
the Dollar Equivalent of the principal amount thereof shall be in an amount equal to), $5.0 million or a whole multiple of $1.0
million in excess thereof. Upon receipt of any such notice from a Borrower, the Administrative Agent shall promptly notify each
Lender thereof at such Lender’s applicable office set forth in such Lender’s administrative questionnaire with respect
to the applicable currency of such borrowing, or such other address with respect to such currency as such Lender may from time
to time notify the Administrative Agent and the Borrower. Subject to the satisfaction of the conditions precedent specified in
subsection 6.2, each Lender shall make the amount of its pro rata share of each borrowing of Revolving Loans available to the Administrative
Agent for the account of the Borrower identified in such notice at the office of the Administrative Agent specified in subsection
10.2 prior to 2:30 P.M. (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed
to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than two hours following notice)
(or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower
and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice), New York City
time, or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify
such Lender and such Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested
by the Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the applicable Borrower identified in such notice by the Administrative Agent
crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative
Agent by the Lenders and in like funds as received by the Administrative Agent.


 






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2.4         
Repayment of Loans; Record of Loans.


 


(a)         
The Borrower hereby unconditionally promises to pay to the Administrative Agent in the currency in which the applicable
Loans are denominated for the account of: (i) each Lender the then unpaid principal amount of each Initial Term Loan
of such Lender made to the Borrower, on the Initial Term Loan Maturity Date (or such earlier date on which the Initial Term Loans
become due and payable pursuant to Section 8), (ii) each Lender the then unpaid principal amount of each Initial Revolving
Loan of such Lender made to the Borrower, on the Initial Revolving Maturity Date (or such earlier date on which the Initial Revolving
Loans become due and payable pursuant to Section 8) and (iii) the Swing Line Lender, the then unpaid principal amount
of the Swing Line Loans made to the Borrower, on the Initial Revolving Maturity Date (or such earlier date on which the Swing Line
Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal
amount of such Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and
on the dates, set forth in subsection 3.1.


 


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


 






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(c)         
The Administrative Agent shall maintain the Register pursuant to subsection 10.6(b), and a subaccount therein for each
Lender, in which shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan or
a Revolving Loan, the Type thereof and each 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) both
the amount of any sum received by the Administrative Agent hereunder from the Borrower and each applicable Lender’s share
thereof.


 


(d)         
The entries made in the Register and the accounts of each Lender maintained pursuant to subsection 2.4(b) 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 or the Administrative Agent to maintain the Register
or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable
interest) the Term Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.


 






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2.5         
Extension Amendments.


 


(a)         
The Borrower may at any time and from time to time request that all or a portion of the (i) Term Loans of one
or more Tranches (including any Extended Term Loans) existing at the time of such request (each, an “Existing Term Tranche”
and the Term Loans of such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one
or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing
Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the
Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together
with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity
date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or
a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an
 “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended
Tranche”, and the Term Loans or Revolving Commitments, as applicable, of such Extended Tranches, the “Extended
Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant
to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended
Loans”) and to provide for other terms consistent with this subsection 2.5; provided that (i) any
such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like
maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of
the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable
Minimum Extension Condition shall be satisfied unless waived by the Borrower. Subject to the provisions of this Section 2.5, the
Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which
case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans.
In order to establish any Extended Tranche, 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 Tranche) (an “Extension Request”) setting
forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked
and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche
to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche
from which they are to be extended (the “Specified Existing Tranche”) except (x) all or any of the
final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing
Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than
the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing
such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), in each
case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended
Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche
does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified
Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.5 or otherwise, assignments
and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive
assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and Initial
Revolving Commitments, as applicable, set forth in subsection 10.6. No Lender shall have any obligation to agree to have any
of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute
a separate Tranche of Term Loans or Revolving Commitments, as applicable, from the Specified Existing Tranches and from any other
Existing Tranches (together with any other Extended Tranches so established on such date).


 


(b)         
The Borrower shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the Administrative
Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche(s) are requested
to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche
converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on
or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to
convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension
Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches
subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing
Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this subsection 2.5
(each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative
adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established
by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this subsection 2.5.
The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative
Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable
Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request. Any Lender may revoke an
Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline,
at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension
Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election
prior to the Extension Request Deadline.


 






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(c)          
Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement
(which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced
in clauses (x) through (z) of subsection 2.5(a), (ii) the definitions of “Additional Obligations”,
 “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date and the weighted average
life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the
Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche,
as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable
mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly
contemplated by the third to last sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth
in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended
Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment
shall provide for any Extended Tranche in an aggregate principal amount that is less than $15,000,000 (or such lower principal
amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this
Agreement and without limiting the generality or applicability of subsection 10.1 to any subsection 2.5 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 “subsection 2.5 Additional Amendment”) to this Agreement and the other
Loan Documents; provided that such subsection 2.5 Additional Amendments do not become effective prior to the time that such
subsection 2.5 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended
Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required
in order for such subsection 2.5 Additional Amendments to become effective in accordance with subsection 10.1; provided,
further, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets
of any Loan Party that does not also secure the Specified Existing Tranche. It is understood and agreed that each Lender has consented
for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this
Agreement and the other Loan Documents authorized by this subsection 2.5 and the arrangements described above in connection therewith
except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any subsection 2.5 Additional
Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the
Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of this
Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby.


 






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(d)          
Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted
to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”),
in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing
Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender
on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from
any other Existing Tranches (together with any other Extended Tranches so established on such date), provided that any Extended
Tranche or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche
of Term Loans established on or prior to the date of such Extension Amendment.


 


(e)          
If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the
terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”)
then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (i) replace such Non-Extending
Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign pursuant to subsection 10.6
(with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all or any part of its rights
and obligations under this Agreement with respect to Existing Term Loans and/or Existing Revolving Commitments and Revolving Loans
thereunder, in each case as applicable, to one or more assignees; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable
assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; and provided, further,
that all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid
in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) if
no Event of Default exists under subsection 8.1(a) or (f), upon notice to the Administrative Agent, prepay the Existing Loans and/or
terminate the Existing Revolving Commitments, as applicable, of such Non-Extending Lender, in whole or in part, subject to subsection
3.12, without premium or penalty. In connection with any such replacement under this subsection 2.5, if the Non-Extending Lender
does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation
necessary to reflect such replacement by the later of (A) the date on which the replacement Lender executes and delivers
such Assignment and Acceptance and/or such other documentation and (B) the date as of which all obligations of the
Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender
(or, at its option, the Borrower) to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed
and delivered such Assignment and Acceptance and/or such other documentation as of such date, the Administrative Agent shall record
such assignment in the Register and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and
Acceptance and/or such other documentation on behalf of such Non-Extending Lender.


 






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(f)           
Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or
a portion of its Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation
Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written
notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period
as the Administrative Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Loans held by such
Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans
held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.


 


(g)          
With respect to all Extensions consummated by the Borrower pursuant to this subsection 2.5, (i) such Extensions
shall not constitute optional or mandatory payments or prepayments for purposes of subsection 3.4 and (ii) no Extension
Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election
specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount
(to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by
the Borrower) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby
consent to the transactions contemplated by this subsection 2.5 (including, for the avoidance of doubt, payment of any interest,
fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby
waive the requirements of any provision of this Agreement (including subsections 3.4 and 3.8) or any other Loan Document that may
otherwise prohibit any such Extension or any other transaction contemplated by this subsection 2.5.


 


2.6          
[Reserved]


 






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2.7          
Letters of Credit.


 


(a)          
L/C Commitment.


 


(i)          
Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth
in subsection 2.7(d)(i), agrees to issue letters of credit (the letters of credit outstanding under the Existing Credit Agreement
issued by an Issuing Bank hereunder on, or issued on or after, the Second Restatement Effective Date pursuant to this subsection
2.7, the “Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (so long
as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving
Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date in such form as may be approved
from time to time by such Issuing Bank; provided that no Issuing Bank shall issue any Letter of Credit if, after giving
effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would
exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Obligations
in respect of all Letters of Credit issued hereunder would exceed $125,000,000 or (iii) the Aggregate Outstanding Revolving
Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect; provided
further that (x) no Issuing Bank shall issue any Letter of Credit in any L/C Designated Foreign Currency if, after
giving effect to the issuance of such Letter of Credit, the sum of the Dollar Equivalent of the then outstanding Revolving Loans
in Designated Foreign Currencies and the then outstanding L/C Obligations in respect of Letters of Credit denominated in any L/C
Designated Foreign Currency would exceed $50.0 million and (y) the aggregate principal amount of Revolving Loans made
to Foreign Subsidiary Borrowers and L/C Obligations in respect of Letters of Credit issued on behalf of Foreign Subsidiary Borrowers
shall at no time exceed the Dollar Equivalent of $50.0 million (it being understood and agreed that the Administrative Agent shall
calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable,
the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any L/C Designated Foreign Currency on
the date on which the Borrower has given the Administrative Agent a Letter of Credit Request with respect to any Letter of Credit
for purposes of determining compliance with the foregoing clauses (x) and (y) and shall re-calculate the value of the Dollar Equivalent
of any L/C Obligations in respect of any Letters of Credit denominated in any L/C Designated Foreign Currency on the first Business
Day of each month). Each Letter of Credit shall (i) be denominated in Dollars or any other L/C Designated Foreign Currency
requested by the Borrower and shall be either (A) a standby letter of credit issued to support obligations of the Borrower
or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower
and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a
commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries
in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) unless otherwise
agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually
thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than five
Business Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to
arrangements reasonably acceptable to the relevant Issuing Bank). If the Issuing Bank is Goldman Sachs Bank USA, such Issuing Bank
shall not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole
discretion) and the Borrower. Each Letter of Credit shall be deemed to constitute a utilization of the Revolving Commitments and
shall be participated in (as more fully described in following subsection 2.7(d)(i)) by the Lenders in accordance with their respective
Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars or in the respective L/C Designated Foreign
Currency requested by the Borrower on behalf of the applicable Borrower and shall be issued for the account of the applicable Borrower
(it being understood that “applicable Borrower” means the Borrower or any Foreign Subsidiary Borrower). It is understood
and agreed that (i) any letter of credit issued under the Existing Credit Agreement by an Issuing Bank hereunder and outstanding
on the Second Restatement Effective Date shall be continued under this Credit Agreement and shall be a Letter of Credit for all
purposes of this Agreement and (ii) any other letter of credit issued under the Existing Credit Agreement has been cash collateralized
or backstopped pursuant to arrangements reasonably acceptable to the relevant issuing bank under the Existing Credit Agreement.


 






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(ii)          
Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by, and
shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP
shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP
shall not in any event apply to this Agreement.


 


(iii)         
An Issuing Bank shall not at any time issue any Letter of Credit hereunder if:


 


(i)          
such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law; or


 


(ii)           
such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested
currency (if other than U.S. Dollars, Canadian Dollars, Australian Dollars, Euros or Pounds Sterling).


 


(b)          
Procedure for Issuance of Letters of Credit.


 


(i)           
The Borrower may from time to time request during the Initial Revolving Commitment Period but in no event later than the
30th day prior to the Initial Revolving Maturity Date that an Issuing Bank issue a Letter of Credit by delivering to such Issuing
Bank and the Administrative Agent, at their respective addresses for notices specified herein, a Letter of Credit Request therefor
(completed to the reasonable satisfaction of such Issuing Bank), and such other certificates, documents and other papers and information
as such Issuing Bank may reasonably request. Each Letter of Credit Request shall specify the L/C Designated Foreign Currency in
which the requested Letter of Credit is to be denominated (or specify that the requested Letter of Credit is to be denominated
in Dollars). Upon receipt of any Letter of Credit Request, the applicable Issuing Bank shall (i) confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the
Borrower and, if not so received, such Issuing Bank shall provide the Administrative Agent with a copy thereof and (ii) process
such Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith
in accordance with its customary procedures and, unless notified by the Administrative Agent or the Borrower, 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 subsection 5.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no
event shall such Issuing Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the
Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto)
by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Bank
and the Borrower. The applicable Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower promptly following
the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Bank shall
notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied
by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders,
in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall provide to such Lender
copies of such issuance or amendment. With regard to Commercial Letters of Credit, each Issuing Bank shall on the first Business
Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial
Letters of Credit during the previous week.


 






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(ii)          
The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by
the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection
2.7(a). Unless an Issuing Bank has received notice from the Administrative Agent before it issues a Letter of Credit that one or
more of the applicable conditions specified in subsection 5.2 are not then satisfied, or that the issuance of such Letter of Credit
would violate subsection 2.7(a), then such Issuing Bank may issue the requested Letter of Credit in accordance with such Issuing
Bank’s usual and customary practices.


 


(c)          
Fees, Commissions and Other Charges.


 


(i)          
The Borrower agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank and the L/C Participants,
a letter of credit commission with respect to each Letter of Credit issued by such Issuing Bank, computed for the period from and
including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at a
rate per annum equal to the Applicable Margin then in effect for Eurocurrency Loans that are Revolving Loans calculated on the
basis of a 360 day year for the actual days elapsed, of the maximum amount available to be drawn under such Letter of Credit, payable
on the last Business Day of each quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the
Initial Revolving Maturity Date or such earlier date as the Initial Revolving Commitments shall terminate as provided herein. Such
commission shall be payable to the Administrative Agent for the account of the Lenders to be shared ratably among them in accordance
with their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the
relevant Issuing Bank a fee equal to the greater of (x) $500 and (y) 1/8 of 1% per annum of the maximum amount available to be
drawn under such Letter of Credit (or such other fee as may be agreed between any such Issuing Bank and the Borrower) (the “L/C
Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on
the Initial Revolving Maturity Date or such other date as the Initial Revolving Commitments shall terminate. Such commissions and
fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may
be denominated in any L/C Designated Foreign Currency. In respect of a Letter of Credit denominated in any L/C Designated Foreign
Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are
paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date).


 






    	 	-100-	 



     


    

 


(ii)           In
addition to the foregoing commissions and fees, the Borrower agrees to pay or reimburse the Administrative Agent, for the account
of the relevant Issuing Bank, for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank
in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Bank.


 


(iii)          The
Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Banks and the L/C Participants
all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this subsection 2.7(c).


 


(d)          
L/C Participations.


 


(i)           
Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing
Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the applicable Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such
L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage
(determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under
each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the
obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall
be payable directly to the Administrative Agent for the account of applicable Issuing Bank and L/C Participants, as provided in
subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such
Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably
agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed
in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C
Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing
Bank upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in
any L/C Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into
Dollars in accordance with subsection 2.7(e)(i)) at the Administrative Agent’s address for notices specified herein an amount
equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is
not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from
the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant
may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving
Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent
manifest error.


 






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(ii)          
If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank
on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such
Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business
Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing
Bank on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during
the period from and including the date such payment is required to the date on which such payment is immediately available to the
Administrative Agent for the account of such Issuing Bank, times a fraction the numerator of which is the number of days
that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant
pursuant to subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank
by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts
denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans
maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts
owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in
the absence of manifest error.


 


(iii)         
Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative
Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives
through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise,
including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest
on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business
Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative
Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that
any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing
Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed
by the Administrative Agent to it.


 






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(e)          
Reimbursement Obligation of the Borrower.


 


(i)          
Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, each Issuing
Bank shall notify the Borrower and the Administrative Agent thereof. The Borrower hereby agrees to reimburse each Issuing Bank
(through the Administrative Agent) upon receipt by the Borrower of notice from the applicable Issuing Bank of the date and amount
of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Bank, for the amount of such draft
so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Bank in connection with such
payment. Each such payment shall be made to the Administrative Agent for the account of the applicable Issuing Bank at its address
for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter
of Credit denominated in any L/C Designated Foreign Currency, in the event that such payment is not made to such Issuing Bank within
three Business Days of the date of receipt by the Borrower of such notice, upon notice by such Issuing Bank to the Borrower, such
payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date
of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M.,
New York City time, on the next succeeding Business Day after the date on which the Borrower receives such notice. Any conversion
by an Issuing Bank of any payment to be made in respect of any Letter of Credit denominated in any L/C Designated Foreign Currency
into Dollars in accordance with this subsection 2.7(e)(i) shall be conclusive and binding upon the applicable Borrower and the
Lenders in the absence of manifest error; provided that upon the request of the Borrower or any Lender, the applicable Issuing
Bank shall provide to the Borrower or such Lender a certificate including reasonably detailed information as to the calculation
of such conversion.


 


(ii)          
Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated
in any L/C Designated Foreign Currency, as determined by the Administrative Agent) by the applicable Borrower (or by the Borrower
on behalf of the applicable Borrower) under this subsection 2.7(e)(ii) from the date the draft presented under the affected Letter
of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to paragraph (i) above
at the rate which would then be payable on any outstanding ABR Loans that are Revolving Loans and thereafter until payment in full
at the rate which would be payable on any outstanding ABR Loans that are Revolving Loans which were then overdue.


 






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(f)           
Obligations Absolute.


 


(i)          
The Borrower’s obligations under this subsection 2.7 shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which any of them may have or have had against any Issuing
Bank, any L/C Participant or any beneficiary of a Letter of Credit; provided that this paragraph shall not relieve any Issuing
Bank or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank or
such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross
negligence or willful misconduct.


 


(ii)          
The Borrower agrees with each Issuing Bank that such Issuing Bank shall not be responsible for, and the Borrower’s
Reimbursement Obligations under subsection 2.7(e)(i) shall not be affected by, among other things, the validity or genuineness
of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged,
or any dispute between the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit
may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee;
provided that this paragraph shall not relieve any Issuing Bank or any L/C Participant of any liability resulting from the
gross negligence or willful misconduct of such Issuing Bank or such L/C Participant, or otherwise affect any defense or other right
that the Loan Parties may have as a result of any such gross negligence or willful misconduct.


 


(iii)         
Neither any Issuing Bank nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except with respect
to errors or omissions caused by such Person’s gross negligence or willful misconduct.


 


(iv)         
The Borrower agrees that any action taken or omitted by an Issuing Bank under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the
standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall
not result in any liability of such Issuing Bank or any L/C Participant to the Borrower.


 






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(g)          
Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the applicable
Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the date and amount thereof. The responsibility
of an Issuing Bank to the applicable Borrower in respect of any Letter of Credit in connection with any draft presented for payment
under such Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment
are in conformity with such Letter of Credit; provided that this paragraph shall not relieve any Issuing Bank of any liability
resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right
that the Loan Parties may have as a result of any such gross negligence or willful misconduct.


 


(h)          
Letter of Credit Request. To the extent that any provision of any Letter of Credit Request related to any Letter
of Credit is inconsistent with the provisions of this subsection 2.7, the provisions of this subsection 2.7 shall apply.


 


(i)            Additional
Issuing Banks. The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent
shall not be unreasonably withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under
the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this subsection 2.7(i) shall be deemed to be
an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender,
and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank or Issuing Banks and such
Lender. Any such additional Issuing Bank may resign as Issuing Bank (with respect to any future issuances, including renewals)
upon 10 Business Days’ notice to the Lenders.


 


2.8          
Swing Line Commitments.


 


(a)          
Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make swing line loans (individually,
a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time
during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $50.0
million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans (including, without
limitation, in the case of Revolving Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate
principal amount thereof) and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower
under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line
Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans.
The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior
to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on
the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested
Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of
the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the
Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars.


 






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(b)          
The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing
Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably
directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed
to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including
the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage
of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in
an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line
Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided
that the provisions of this subsection shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance
with the provisions of subsection 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the
procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its
Revolving Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender
at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business
Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan
Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any
conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the
date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other,
Lender at such time. The proceeds of such Revolving Loans (including any Eurocurrency Loan) shall be immediately applied to repay
the Refunded Swing Line Loans.


 


(c)          
If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving
Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration
or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving
Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating
interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage
determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal
amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any
reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy,
reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower),
then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing
would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such
purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such
Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided,
further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender
until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased
participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations
pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest
on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving
Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise
applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant
to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office
of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding
the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately
applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the
event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c),
each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation
and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate
dated the date of receipt of such funds and in such amount.


 






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(d)          
Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating
interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower
or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account
thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute
to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender
will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided,
however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving
Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.


 


(e)          
Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect
to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving
Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or
otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other
Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing
set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased
or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 






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2.9             Incremental
Facilities.


 


(a)             So
long as no Event of Default under subsection 8.1(a) or (f) exists or would arise therefrom, the Borrower shall have the right,
at any time and from time to time after the Second Restatement Effective Date, (i) to request new term loan commitments
under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”),
(ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche
of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to increase the Existing Revolving
Commitments by requesting new Revolving Loan Commitments be added to an Existing Tranche of Existing Revolving Commitments (the
 “Supplemental Revolving Commitments”), (iv) to request new commitments under one or more new revolving
facilities to be included in this Agreement (the “Incremental Revolving Commitments”), and (v) to
request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement
(the “Incremental Letter of Credit Commitments” and, together with the Incremental Term Loan Commitments, Supplemental
Term Loan Commitments, Supplemental Revolving Commitments and the Incremental Revolving Commitments, the “Incremental
Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant
to this subsection 2.9 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving
effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness to refinancing
such other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i),
(ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of
 “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent,
certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with
such test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (ii) of the
definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative
Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment.
Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving
Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this subsection 2.9
shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof (or in
such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion).


 






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(b)             Each
request from the Borrower pursuant to this subsection 2.9 shall set forth the requested amount and proposed terms of the relevant
Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other
bank or financial institution (any such bank or other financial institution, an “Additional Incremental Lender”,
and the Additional Incremental Lenders together with any existing Lender providing Incremental Commitments, the “Incremental
Lenders”); provided that if such Additional Incremental Lender is not already a Lender hereunder or an Affiliate
of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent and (in the case of a Supplemental Revolving
Commitment) the consent of the Swing Line Lender or any Issuing Bank (in each case, such consent not to be unreasonably withheld
or delayed) shall be required.


 


(c)             Supplemental
Term Loan Commitments and Supplemental Revolving Commitments shall become commitments under this Agreement pursuant to an Incremental
Amendment specifying the Tranche of Term Loans or Revolving Commitments to be increased, executed by the Borrower and each increasing
Lender or by each Additional Incremental Lender, as the case may be, which shall be delivered to the Administrative Agent for
recording in the Register. Upon effectiveness of the Incremental Amendment each Additional Incremental Lender shall be a Lender
for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall
be a Term Loan or commitments made pursuant to such Supplemental Revolving Commitment shall be Revolving Commitments, as applicable.


 






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(d)             Incremental
Commitments (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall become commitments under
this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate,
the other Loan Documents, executed by the Borrower and each applicable Incremental Lender. An Incremental Commitment Amendment
may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate,
in the opinion of the Borrower and the Administrative Agent, (x) to effect the provisions of this subsection 2.9 and/or
(y) so long as such amendments are not materially adverse to the other Lenders, to maintain the fungibility of any such
Incremental Term Loans with any tranche of then outstanding Term Loans; provided, however, that (i) (A)
the Incremental Commitments will not be guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors, and
will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Senior
Credit Facility Obligations (so long as any such Incremental Commitments (and related Obligations) are subject to an Intercreditor
Agreement or an Other Intercreditor Agreement), (B) the Incremental Commitments and any incremental loans drawn thereunder
(the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower’s
option) junior to the Senior Credit Facility Obligations and (C) no Incremental Commitment Amendment may provide for
(I) any Incremental Commitment or any Incremental Loans to be secured by any Collateral or other assets of any Loan
Party that do not also secure the Senior Credit Facility Obligations and (II) so long as any Initial Term Loans are
outstanding, any mandatory prepayment from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect
of any assets, business or Person the acquisition of which was financed, all or in part, with Incremental Loans provided pursuant
to such Incremental Commitment Amendment and the disposition of which was contemplated by any definitive agreement in respect
of such acquisition) or Recovery Event or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset Disposition
or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans pursuant to subsection 3.4(c)
or (d), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with subsection
10.1(d)(v)); (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the
maturity date of any Incremental Revolving Commitment shall be no earlier than, and no scheduled mandatory commitment reduction
in respect thereof shall be required prior to the Initial Revolving Maturity Date; (iv) the maturity date and the
weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case
may be, the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable
(other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which,
subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing
which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial Term Loan
Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable); (v) the
interest rate margins and (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to the Incremental
Commitments shall be determined by the Borrower and the applicable Incremental Lenders; provided that in the event that
the applicable interest rate margins for any term loans that mature on or prior to the date that is 24 months after the maturity
date of the Initial Term Loans and are secured on a pari passu basis by the same Collateral securing the Senior Credit
Facility Obligations that are Incurred by the Borrower under any Incremental Term Loan Commitment or under 7.1(b)(i)(B) other
than under an Incremental Term Loan Commitment are, in either case, higher than the applicable interest rate margin for the Initial
Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans shall be increased to the extent
necessary so that the applicable interest rate margin for the Initial Term Loans is equal to the applicable interest rate margins
for such Incremental Term Loans or such other term loans, as applicable, minus 50 basis points; provided, further
that, in determining the applicable interest rate margins for the Initial Term Loans and the Incremental Term Loans or such
other term loans, as applicable, (A) original issue discount (“OID”) or upfront fees payable generally
to all participating Incremental Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the
Borrower to the Lenders under the Initial Term Loans or any Incremental Term Loan or other term loan, as applicable, in the initial
primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year
life to maturity) (provided that, if the Initial Term Loans are issued in a manner such that all Initial Term Loans were
not issued with a uniform amount of OID or upfront fees within the Tranche of Initial Term Loans, the amount of OID and upfront
fees attributable to the entire Tranche of Initial Term Loans shall be determined on a weighted average basis); (B) any
arrangement, structuring or other fees payable in connection with the Incremental Term Loans or such other term loans, as applicable,
that are not shared with all Incremental Lenders providing such Incremental Term Loans or all term loan lenders providing such
other term loans, as applicable, shall be excluded; (C) any amendments to the Applicable Margin on the Initial Term
Loans that became effective subsequent to the Second Restatement Effective Date but prior to the time of such Incremental Term
Loans or other term loans, as applicable, shall also be included in such calculations and (D) if the Incremental Term
Loans or such other term loans, as applicable, include an interest rate floor greater than the interest rate floor applicable
to the Initial Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining
whether an increase to the Applicable Margin for the Initial Term Loans shall be required, to the extent an increase in the interest
rate floor for the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case
the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount;
(vi) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional
Incremental Lenders in any required vote or action of the Required Lenders, Required Revolving Lenders or of the Lenders of each
Tranche hereunder, (2) class voting and other class protections for any additional credit facilities, (3) for
the amendment of the definitions of “Additional Obligations,” “Disqualified Stock,” and “Refinancing
Indebtedness”, in each case only to extend the maturity date and the weighted average life to maturity requirements, from
the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended
maturity date and the remaining weighted average life to maturity of such Incremental Term Loans, as applicable and (4) for
the amendment of clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory
prepayment protections to apply to such Incremental Term Loans; and (vii) the other terms and documentation in respect
thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment,
shall otherwise be reasonably satisfactory to the Borrower, provided that to the extent such terms and documentation are
not consistent with, in the case of Incremental Term Loans, the terms and documentation governing the Initial Term Loans, and,
in the case of Incremental Revolving Commitments, the terms and documentation governing the Initial Revolving Commitments (except
to the extent permitted by clause (iii), (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Borrower and the
Administrative Agent.


 






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Notwithstanding any provision of this Agreement
to the contrary, for purposes of this Agreement, including the provisions of this subsection 2.9, after giving effect to the transactions
contemplated by the Fourth Amendment, the Tranche D Term Loan Commitments (as defined in the Fourth Amendment) shall constitute
Initial Term Loan Commitments hereunder (and shall not constitute Incremental Term Loan Commitments or Incremental Commitments
hereunder), the Tranche D Term Loans (as defined in the Fourth Amendment) shall constitute Initial Term Loans hereunder (and shall
not constitute Incremental Term Loans or Incremental Loans hereunder), the Tranche C Revolving Commitments (as defined in the Fourth
Amendment) shall constitute Initial Revolving Commitments hereunder (and shall not constitute Incremental Revolving Commitments
or Incremental Commitments hereunder) and the Tranche C Revolving Loans (as defined in the Fourth Amendment) shall constitute Initial
Revolving Loans hereunder (and shall not constitute Incremental Revolving Loans or Incremental Loans hereunder).


 


2.10          Permitted
Debt Exchanges.


 


(a)            Notwithstanding
anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange
Offer”) made from time to time by the Borrower to all Lenders (other than any Lender that, if requested by the Borrower,
is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding
Term Loans of a particular Tranche, as selected by the Borrower, the Borrower may from time to time following the Second Restatement
Effective Date consummate one or more exchanges of Term Loans of such Tranche for Additional Obligations in the form of notes
(such notes, “Permitted Debt Exchange Notes,” and each such exchange a “Permitted Debt Exchange”),
so long as the following conditions are satisfied: (i) the aggregate principal amount (calculated on the face amount
thereof) of Term Loans exchanged shall be equal to or more than the aggregate principal amount (calculated on the face amount
thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, (ii) the aggregate principal amount (calculated
on the face amount thereof) of all Term Loans exchanged by the Borrower pursuant to any Permitted Debt Exchange shall automatically
be cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the Administrative Agent,
any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other
form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns
its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation),
(iii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders
in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term
Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal
amount of Term Loans offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower
shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount
based on the respective principal amounts so tendered, (iv) each such Permitted Debt Exchange Offer shall be made
on a pro rata basis to the Lenders (other than any Lender that, if requested by the Borrower, is unable to certify that it is
either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (as defined in Rule 501 under the Securities Act)) based on their respective aggregate principal amounts of outstanding
Term Loans of the applicable Tranche, (v) all documentation in respect of such Permitted Debt Exchange shall be consistent
with the foregoing and all written communications generally directed to the Lenders in connection therewith shall be in form and
substance consistent with the foregoing and made in consultation with the Administrative Agent and (vi) any applicable
Minimum Exchange Tender Condition shall be satisfied. Notwithstanding anything to the contrary herein, no Lender shall have any
obligation to agree to have any of its Loans exchanged pursuant to any Permitted Debt Exchange Offer.


 






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(b)            With
respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this subsection 2.10, (i) such Permitted
Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory
payments or prepayments for purposes of subsection 3.4 and (ii) such Permitted Debt Exchange Offer shall be made for
not less than $15,000,000 in aggregate principal amount of Term Loans (or such lower principal amount as agreed to by the Administrative
Agent in its reasonable discretion), provided that subject to the foregoing clause (ii), the Borrower may at its election
specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange
that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion)
of Term Loans be tendered.


 


(c)             In
connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least ten Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower and the Administrative
Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes
of this subsection 2.10 and without conflict with subsection 2.10(d); provided that the terms of any Permitted Debt Exchange
Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such
Permitted Debt Exchange shall be not less than five Business Days following the date on which the Permitted Debt Exchange Offer
is made (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion).


 


(d)            The
Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws
in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent
nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with
any Permitted Debt Exchange (other than the Borrower’s reliance on any certificate delivered by a Lender pursuant to subsection
2.10(a) above for which such Lender shall bear sole responsibility) and (y) each Lender shall be solely responsible for
its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under
the Securities Exchange Act of 1934, as amended.


 


(e)             The
Borrower shall have the right, by written notice to the Administrative Agent, to modify, revoke and rescind, or revoke and reissue
its offer to make a Permitted Debt Exchange and the notice provided pursuant to subsection 2.10(c) therefor at its discretion
at any time prior to consummation of such Permitted Debt Exchange.


 






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2.11           Specified
Refinancing Facilities.


 


(a)             The
Borrower may, from time to time, add one or more new term loan facilities (the “Specified Refinancing Term Loan Facilities”)
and new revolving credit facilities (the “Specified Refinancing Revolving Facilities”, and, together with the
Specified Refinancing Term Loan Facilities, the “Specified Refinancing Facilities”) to the Facilities to refinance
(i) all or any portion of any Tranche of Term Loans then outstanding under this Agreement or (ii) all
or any portion of any Tranche of Revolving Loans (or unused Revolving Commitments) under this Agreement; provided that
(i) the Specified Refinancing Facilities will not be guaranteed by any Subsidiary of the Borrower other than the Subsidiary
Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral
securing the Senior Credit Facility Obligations (so long as any such Specified Refinancing Amendments (and related Obligations)
are subject to an Intercreditor Agreement or an Other Intercreditor Agreement), (ii) the Specified Refinancing Term
Loan Facilities and any term loans drawn thereunder (the “Specified Refinancing Term Loans”) and Specified
Refinancing Revolving Facilities and revolving loans draw thereunder (the “Specified Refinancing Revolving Loans”
and, together with the Specified Refinancing Term Loans, the “Specified Refinancing Loans”) shall rank pari
passu in right of payment with or (at the Borrower’s option) junior to the Senior Credit Facility Obligations, (iii) no
Specified Refinancing Amendment may provide for any Specified Refinancing Facility or any Specified Refinancing Loans to be secured
by any Collateral or other assets of any Loan Party that do not also secure the Senior Credit Facility Obligations, (iv) the
Specified Refinancing Facilities will have such pricing, amortization (subject to clause (vi) below) and optional and mandatory
prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof, (v) the maturity date of any
Specified Refinancing Revolving Facility shall be no earlier than, and no scheduled mandatory commitment reduction in respect
thereof shall be required prior to, the Maturity Date of the Tranche of Loans being refinanced, (vi) the maturity
date and the weighted average life to maturity of the Specified Refinancing Term Loan Facilities shall be no earlier than or shorter
than, as the case may be, the Maturity Date of the Tranche of Term Loans being refinanced or the remaining weighted average life
to maturity of the Term Loans being refinanced, as applicable (other than an earlier maturity date and/or shorter weighted average
life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted
into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted
average life to maturity than the Maturity Date of the Tranche of Term Loans being refinanced or the remaining weighted average
life to maturity of the Term Loans being refinanced, as applicable), (vii) the Net Cash Proceeds of such Specified
Refinancing Facility shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding
Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of Revolving Commitments shall be permanently
reduced), in each case pursuant to subsection 3.4; and (viii) the Specified Refinancing Facilities shall not have
a principal or commitment amount greater than the Loans being refinanced plus the aggregate amount of all fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with such refinancing.


 


(b)            Each request from the Borrower pursuant to this subsection 2.11 shall set forth the requested amount and proposed terms
of the relevant Specified Refinancing Facility. The Specified Refinancing Facilities (or any portion thereof) may be made by any
existing Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional
Specified Refinancing Lender”, and the Additional Specified Refinancing Lenders together with any existing Lender providing
Specified Refinancing Facilities, the “Specified Refinancing Lenders”); provided that if such Additional
Specified Refinancing Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent
of the Administrative Agent and (in the case of a Specified Refinancing Revolving Facility) the consent of the Swing Line Lender
or any Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed) shall be required.


 






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(c)             Specified
Refinancing Facilities shall become facilities under this Agreement pursuant to a Specified Refinancing Amendment to this Agreement
and, as appropriate, the other Loan Documents, executed by the Borrower and each applicable Specified Refinancing Lender. Any
Specified Refinancing Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as
may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this
subsection 2.11, in each case on terms consistent with this subsection 2.11.


 


(d)            Any
loans made in respect of any such Specified Refinancing Facility shall be made by creating a new Tranche. Each Specified Refinancing
Facility made available pursuant to this subsection 2.11 shall be in a minimum aggregate amount of at least $15,000,000 and in
integral multiples of $5,000,000 in excess thereof (or such lower minimum amounts or multiples as agreed to by the Administrative
Agent in its reasonable discretion). Any Specified Refinancing Amendment may provide for the issuance of Letters of Credit for
the account of the Borrower or any Restricted Subsidiary, or the provision to the Borrower of Swing Line Loans, pursuant to any
Specified Refinancing Revolving Facility established thereby; provided that no Issuing Bank or Swing Line Lender shall
be obligated to provide any such Letters of Credit or Swing Line Loans unless it has consented (in its sole discretion) to the
applicable Specified Refinancing Amendment.


 


(e)             The
Administrative Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of
the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be
deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing
Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Facilities as separate “Facilities”
and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes
of prepayments and voting). Any Specified Refinancing Amendment may, without the consent of any Person other than the Borrower,
the Administrative Agent and the Lenders providing such Specified Refinancing Facilities, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect the provisions of this subsection 2.11. In addition, if so provided in the relevant Specified Refinancing
Amendment and with the consent of each issuer of Letters of Credit, participations in Letters of Credit expiring on or after the
scheduled Maturity Date in respect of the respective Tranche of Revolving Loans or commitments shall be reallocated from Lenders
holding Revolving Commitments to Lenders holding commitments under Specified Refinancing Revolving Facilities in accordance with
the terms of such Specified Refinancing Amendment; provided, however, that such participation interests shall, upon
receipt thereof by the relevant Lenders holding commitments under such Specified Refinancing Revolving Facilities, be deemed to
be participation interests in respect of such commitments under such Specified Refinancing Revolving Facilities and the terms
of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.


 






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SECTION 3       
GENERAL PROVISIONS.


 


3.1            Interest
Rates and Payment Dates.


 


(a)            Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum
equal to the Adjusted LIBOR Rate determined for such day plus the Applicable Margin in effect for such day.


 


(b)            Each ABR Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the ABR for such day
plus the Applicable Margin in effect for such day.


 


(c)             If
all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any
letter of credit commission, letter of credit fee or 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 which is (x) in
the case of overdue principal, the rate that would otherwise be applicable thereto pursuant to the relevant foregoing provisions
of this subsection 3.1 plus 2.00%, (y) in the case of overdue interest, the rate that would be otherwise applicable
to principal of the related Loan pursuant to the relevant foregoing provisions of this subsection 3.1 (other than clause (x) above)
plus 2.00% and (z) in the case of other amounts, the rate described in paragraph (b) of this subsection
3.1 for ABR Loans plus 2.00%, in each case from the date of such non-payment until such amount is paid in full (after as
well as before judgment); provided that (1) no amount shall be payable pursuant to this subsection 3.1(c) to
a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) no amounts shall accrue pursuant to
this subsection 3.1(c) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.


 


(d)            Interest
shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of
this subsection shall be payable from time to time on demand.


 


(e)             It
is the intention of the parties hereto to comply strictly with applicable usury laws; accordingly, it is stipulated and agreed
that the aggregate of all amounts which constitute interest under applicable usury laws, whether contracted for, charged, taken,
reserved, or received, in connection with the indebtedness evidenced by this Agreement or any Notes, or any other document relating
or referring hereto or thereto, now or hereafter existing, shall never exceed under any circumstance whatsoever the maximum amount
of interest allowed by applicable usury laws.


 






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3.2            Conversion
and Continuation Options.


 


(a)             The
Borrower may elect from time to time to convert outstanding Loans made or outstanding in Dollars from Eurocurrency Loans to ABR
Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) prior irrevocable notice of such election, provided that any such conversion of Eurocurrency
Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert outstanding Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent
at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion)
prior irrevocable notice of such election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the
initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly
notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans made or outstanding in Dollars and ABR
Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent)
no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the
Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be
converted into a Eurocurrency Loan after the date that is one month prior to the applicable Maturity Date.


 


(b)            Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto
by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan,
determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1,
provided that no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent)
when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower
that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date,
and provided further, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Borrower
shall fail to give any required notice as described above in this subsection 3.2(b) or if such continuation is not permitted pursuant
to the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring
Interest Period and (B) in the case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if
the Borrower shall fail to give any required notice as described above in this subsection 3.2(b) or if such continuation is not
permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans shall automatically be continued as Eurocurrency
Loans with an Interest Period of one month. Upon receipt of any such notice of continuation pursuant to this subsection 3.2(b),
the Administrative Agent shall promptly notify each affected Lender thereof.


 






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3.3            Minimum
Amounts of Sets. All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal
amount of the Eurocurrency Loans outstanding in Dollars comprising each Set shall be equal to $5.0 million or a whole multiple
of $1.0 million in excess thereof, the Dollar Equivalent of the aggregate principal amount of the Eurocurrency Loans outstanding
in any Designated Foreign Currency comprising each Set shall be equal to $5.0 million or a whole multiple of $1.0 million in excess
thereof and so that there shall not be more than 15 Sets in any one Tranche at any one time outstanding.


 


3.4            Optional
and Mandatory Prepayments.


 


(a)            (i)
Optional Prepayment of the Term Loans. The Borrower may at any time and from time to time prepay the Term Loans made to it
in whole or in part, subject to subsection 3.12, without premium or penalty, upon notice by the Borrower to the Administrative
Agent prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurocurrency Loans), or prior to 12:00 P.M.,
New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date
of prepayment (in the case of ABR Loans). Such notice shall specify the date and amount of prepayment, whether the prepayment
is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to
each, the applicable Tranche being repaid and if a combination thereof the principle amount allocable to each. Upon the receipt
of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. Any such notice may state that
such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of
other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied. If any such notice is given and is not revoked,
the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan
is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and
accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall
be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments
pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing,
any Tranche of Term Loans may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this subsection 3.4(a)
made on or prior to the six-month anniversary of the Second Restatement Effective Date in an amount equal to the Net Cash Proceeds
received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing
in a Repricing Transaction shall be accompanied by the payment of the fee required by subsection 3.4(i).


 






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(ii)            Prepayment of the Revolving Loans; Termination or Reduction of Revolving Commitments.


 


(A)            The
Borrower may at any time and from time to time prepay the Revolving Loans made to it and the Reimbursement Obligations in respect
of Letters of Credit issued for its account in whole or in part, subject to subsection 3.12, without premium or penalty, upon
notice to the Administrative Agent at least three Business Days (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurocurrency Loans), or at least one Business
Day (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment
(in the case of ABR Loans other than Swing Line Loans) or same day notice (in the case of Swing Line Loans). Such notice shall
specify the date and amount of prepayment, the currency of the Revolving Loans to be prepaid, and whether the prepayment is (i) of
Initial Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans, Specified Refinancing Revolving Loans or Swing
Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof and, in each
case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations,
the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable
to each of such Reimbursement Obligations. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence
of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked
by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof.
If any such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified
therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any
amounts payable pursuant to subsection 3.12. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant
to this subsection 3.4(a) shall (unless the Borrower otherwise directs) be applied, first, to payment of the Swing Line Loans
then outstanding, second, to payment of the Revolving Loans then outstanding, third, to payment of any Reimbursement Obligations
then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the applicable
Issuing Bank. Partial prepayments of Revolving Loans pursuant to this subsection 3.4(a) shall be in whole multiples of $1,000,000
(or, in the case of Revolving Loans outstanding in any Designated Foreign Currency, the Dollar Equivalent of an aggregate principal
amount of which is at least approximately $1,000,000); provided that, notwithstanding the foregoing, any Loan may be prepaid
in its entirety.


 






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(B)             The
Borrower shall have the right, upon not less than three Business Days’ (or such shorter period as may be agreed by the Administrative
Agent in its reasonable discretion) notice to the Administrative Agent (which will promptly notify the Lenders thereof), to terminate
the Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any
Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time, to reduce the amount of Initial
Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified
Refinancing Revolving Commitments of any Tranche; provided that no such termination or reduction shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Loans and Swing Line Loans made on the effective date thereof,
the Dollar Equivalent of the aggregate principal amount of the Revolving Loans and Swing Line Loans then outstanding, when added
to the sum of the then outstanding L/C Obligations, would exceed the Revolving Commitments then in effect and provided,
further, that notwithstanding anything to the contrary in this Agreement, the Borrower may condition such notice upon the
occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which
case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof and shall reduce permanently the applicable Revolving Commitments then in effect.


 


(C)             The
Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Revolving Loans. Upon the incurrence
by the Borrower or any Restricted Subsidiary of any Specified Refinancing Revolving Loans, the Borrower shall prepay an aggregate
principal amount of the Tranche of Revolving Loans being refinanced in an amount equal to 100% of all Net Cash Proceeds received
therefrom promptly (and in any event within five Business Days) following receipt thereof by the Borrower or such Restricted Subsidiary.


 


(D)            In
the event that on any date the Administrative Agent calculates that the Aggregate Outstanding Revolving Credit with respect to
all of the Lenders (including the Swing Line Lender) exceeds the aggregate Revolving Commitments then in effect, the Administrative
Agent will give notice to such effect to the Borrower and the Lenders. Following receipt of any such notice, the Borrower will,
as soon as practicable but in any event within five Business Days of receipt of such notice, first, make such repayments
or prepayments of Loans (together with interest accrued to the date of such repayment or prepayment), second, pay any Reimbursement
Obligations then outstanding and, third, cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory
to the applicable Issuing Bank as shall be necessary to cause the Aggregate Outstanding Revolving Credit with respect to all of
the Lenders (including the Swing Line Lender) to no longer exceed the aggregate Revolving Commitments then in effect. If any such
repayment or prepayment of a Eurocurrency Loan pursuant to this subsection 3.4(a)(ii)(D) occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrower shall pay to the Lenders such amounts, if any, as may
be required pursuant to subsection 3.12.


 






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(b)            If on or after the Second Restatement Effective Date the Borrower or any Restricted Subsidiary shall incur Indebtedness
for borrowed money (other than Indebtedness permitted pursuant to subsection 7.1 other than Specified Refinancing Term Loans),
then, in each case, the Borrower shall prepay, in accordance with subsections 3.4(e) and (f), the Term Loans (or in the case of
the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loan being refinanced) in an amount equal to (i) 100%
of the Net Cash Proceeds thereof minus (ii) the portion of such Net Cash Proceeds applied (to the extent the
Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Pari Passu Indebtedness
on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business
Day following notice given to each Lender of the Prepayment Date as contemplated by subsection 3.4(f).


 


(c)            On
a date within 120 days after the last day of each fiscal year of the Borrower ending on or after December 31, 2019 (each, an “ECF
Payment Date”), the Borrower shall, in accordance with subsections 3.4(e) and (f), prepay the Term Loans in an amount
equal to (A)(i) the ECF Percentage of the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus
(ii) the sum of (x) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and
Specified Refinancing Term Loans) prepaid pursuant to subsection 3.4(a), any Revolving Loans (including Incremental Revolving
Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to subsection 3.4(a) to the extent
accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans,
to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired
and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans)
pursuant to subsection 3.4(j) (provided that such deduction for prepayments pursuant to subsection 3.4(j) shall be limited
to the actual cash amount of such prepayment) in each case during such fiscal year (which in any event shall not include any designated
prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Incremental Term Loans,
Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to subsection 3.4(a), any Revolving Loans (including
Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid to the extent accompanied
by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent
accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment
of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to subsection
3.4(j) (provided that such deduction for prepayments pursuant to subsection 3.4(j) shall be limited to the actual cash
amount of such prepayment) in each case since the end of such fiscal year and on or prior to such ECF Payment Date, in each case
excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness (the amount described in this clause
(A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the
extent the Borrower or any Subsidiary is required by the terms thereof) to prepay, repay or purchase other Pari Passu Indebtedness
on no more than a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(c),
proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness
under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing.


 






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(d)            The Borrower shall, in accordance with subsections 3.4(e) and 3.4(f), prepay the Term Loans to the extent required by subsection
7.4(b)(ii) (subject to subsection 7.4(c)).


 


(e)            Subject to the last sentence of subsection 3.4(f) and subsection 3.4(k), each prepayment of Term Loans pursuant to subsection
3.4(b), (c) or (d) (other than a prepayment with the proceeds of Specified Refinancing Term Loans) shall be allocated pro rata
among the Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans; provided,
that at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment
may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date
of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical
maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata
basis. Each prepayment of Term Loans pursuant to subsection 3.4(a)(i) shall be applied within each applicable Tranche of Term Loans
to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given,
in direct order of maturity). Each prepayment of Term Loans pursuant to subsection 3.4(b), (c) or (d) shall be applied within each
applicable Tranche of Term Loans, first, to the accrued interest on the principal amount of Term Loans being prepaid and, second,
to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given in
direct order of maturity). Notwithstanding any other provision of this subsection 3.4, a Lender may, at its option, and if agreed
by the Borrower, in connection with any prepayment of Term Loans pursuant to subsection 3.4(a), (b), (c) or (d), exchange such
Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion
of such prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).


 






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(f)             The
Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to subsection
3.4(c), three Business Days prior to the date on which such payment is due and (y) pursuant to subsection 3.4(b) or (d), promptly
within five Business Days upon becoming obligated to make such prepayment. Such notice shall state that the Borrower is offering
to make such mandatory prepayment (x) on or before a date that is three Business Days after the date of such notice in the case
of any prepayment pursuant to subsection 3.4(c), (y) on or before the date specified in subsection 3.4(b), in the case of a prepayment
pursuant to subsection 3.4(b) or (z) on or before the date specified in subsection 7.4, in the case of a prepayment pursuant to
subsection 3.4(d) (any such date of prepayment, a “Prepayment Date”). Subject to the following sentence, once
given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the relevant Prepayment
Date as required by this subsection 3.4 (except as otherwise provided in the last sentence of this subsection 3.4(f)). Any such
notice of prepayment pursuant to subsection 3.4(b), (c) or (d) may state that such notice is conditioned upon the occurrence or
non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice
may be revoked by the Borrower (by written notice to the Administrative Agent, on or prior to the specified effective date) if
such condition is not satisfied. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately
give notice to each Lender of the prepayment and the relevant Prepayment Date. In the case of any prepayment pursuant to subsection
3.4(b), the Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any
such prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on
the date that is three Business Days prior to the Prepayment Date (or such shorter period as may be agreed to by the Administrative
Agent in its reasonable discretion). In the case of any prepayment pursuant to subsections 3.4(c) or (d), each Lender may (in
its sole discretion) elect to decline any such prepayment by giving notice of such election in writing to the Administrative Agent
by 11:00 A.M., New York City time, on the date that is three Business Days prior to the Prepayment Date (or such shorter period
as may be agreed to by the Administrative Agent in its reasonable discretion). Upon receipt by the Administrative Agent of such
notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender
may, at the option of the Borrower, be applied to pay or prepay the Term Loans of Lenders not declining such prepayment, in the
manner described in subsection 3.4(e), or other obligations under the other Credit Facilities, or otherwise be retained by
the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of its Restricted Subsidiaries in any manner not
inconsistent with this Agreement, including subsection 7.4(b).


 


(g)            Amounts
prepaid on account of Term Loans pursuant to subsection 3.4(a), (b), (c) or (d) may not be reborrowed.


 


(h)            Notwithstanding the foregoing provisions of this subsection 3.4, if at any time any prepayment of the Loans pursuant to
subsection 3.4(a), (b), (c) or (d) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower
incurring breakage costs under subsection 3.12 as a result of Eurocurrency Loans being prepaid other than on the last day of an
Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and
be continuing, in its sole discretion, initially (i) deposit a portion (up to 100%) of the amounts that otherwise would
have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the
amount of such Eurocurrency Loans not immediately prepaid), to be held as security for the obligations of the Borrower to make
such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative
Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period
with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower) or (ii) make
a prepayment of Loans in accordance with subsection 3.4(a)(i) or 3.4(a)(ii)(A) with an amount equal to a portion (up to 100.0%)
of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans (which prepayment, together with any deposits
pursuant to clause (i) above, must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid); provided
that in the case of either clause (i) or (ii) above, such unpaid Eurocurrency Loans shall continue to bear interest in accordance
with subsection 3.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans have or has been prepaid.
In addition, if the Borrower reasonably determines in good faith that any amounts attributable to Foreign Subsidiaries that are
required to be applied to prepay Term Loans pursuant to subsection 3.4(b) or (c) would result in material adverse tax consequences
to Holding or any of its Restricted Subsidiaries, then the Borrower shall not be required to prepay such amounts as required thereunder;
provided that the Borrower shall take commercially reasonable actions to permit repatriation of the proceeds subject to
such prepayments in order to effect such prepayments without incurring material adverse tax consequences.


 






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(i)             Notwithstanding
the foregoing, if on or prior to the date that is six months after the Second Restatement Effective Date the Borrower makes a
voluntary prepayment of any outstanding Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the
Administrative Agent, for the ratable account of each Initial Term Loan Lender, a prepayment premium of 1.0% of the aggregate
principal amount of Initial Term Loans being prepaid. If, on or prior to the date that is six months after the Second Restatement
Effective Date, any Initial Term Loan Lender is replaced pursuant to subsection 10.1(g) in connection with any amendment of this
Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial
Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection
2.5(e) or 10.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Initial Term Loans of such Lender assigned
to a replacement Lender pursuant to subsection 2.5(e) or 10.1(g).


 


(j)             Discounted
Term Loan Prepayments. Notwithstanding anything in any Loan Document to the contrary, the Borrower may prepay the outstanding
Term Loans on the following basis:


 


(i)             Right
to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment,
the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower
Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made
in accordance with this subsection 3.4(j); provided that (x) at the time of such Discounted Term Loan Prepayment, after
giving effect thereto, Total Liquidity is equal to or greater than $400.0 million and (y) the Borrower shall not initiate
any action under this subsection 3.4(j) in order to make a Discounted Term Loan Prepayment unless (1) at least 10
Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment
made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as agreed to by the Administrative
Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower
was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount
Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers,
the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter
period as may be agreed by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted
Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the
Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder
that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term
Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance
on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its
own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack
of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative
Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases,
to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative
Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded
Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information
may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(j)
shall be immediately and automatically cancelled.


 






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(ii)            Borrower Offer of Specified Discount Prepayment.


 


(1)            The
Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Administrative Agent with three
Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice
in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available,
at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on a Tranche by Tranche basis,
(II) any such offer shall specify the aggregate Outstanding Amount offered to be prepaid (the “Specified
Discount Prepayment Amount”), the Tranches of Term Loans subject to such offer and the specific percentage discount
to par value (the “Specified Discount”) of the Outstanding Amount of such Loans to be prepaid, (III) the
Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000,
and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Administrative
Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified
Discount Prepayment Response to be completed and returned by each such Lender to the Administrative Agent (or its delegate) by
no later than 5:00 P.M., New York time, on the third Business Day after the date of delivery of such notice to the relevant
Lenders (or such later date designated by the Administrative Agent and approved by the Borrower) (the “Specified Discount
Prepayment Response Date”).


 






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(2)            Each relevant Lender receiving such offer shall notify the Administrative Agent (or its delegate) by the Specified Discount
Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at
the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount
of such Lender’s Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of
a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount
Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed
to have declined to accept such Borrower Offer of Specified Discount Prepayment.


 


(3)            If
there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant
to this paragraph (ii) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding Amount
and Tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to the foregoing
clause (2); provided that, if the aggregate Outstanding Amount of Term Loans accepted for prepayment by all Discount
Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the
Discount Prepayment Accepting Lenders in accordance with the respective Outstanding Amounts accepted to be prepaid by each such
Discount Prepayment Accepting Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements
of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount
Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Specified
Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer,
the Discounted Prepayment Effective Date and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches
to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate Outstanding Amount and the
Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (III) each Discount Prepayment Accepting
Lender of the Specified Discount Proration, if any, and confirmation of the Outstanding Amount, Tranche and Type of Term Loans
of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts
stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.
The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment
Effective Date in accordance with paragraph (vi) below (subject to paragraph (x) below).


 


(iii)           Borrower
Solicitation of Discount Range Prepayment Offers.


 


(1)            The
Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Administrative Agent with three Business
Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form
of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole
discretion of the Borrower, to each Term Loan Lender and to each additional Lender of one or more Incremental Loans on a Tranche
by Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the relevant Term
Loans that the Borrower is willing to prepay at a discount (the “Discount Range Prepayment Amount”), the Tranches
of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”)
of the Outstanding Amount of such Term Loans willing to be prepaid by the Borrower, (III) the Discount Range Prepayment
Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000, and (IV) each such
solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Administrative
Agent will promptly provide each relevant Term Loan Lender with a copy of such Discount Range Prepayment Notice and a form of
the Discount Range Prepayment Offer to be submitted by a responding relevant Term Loan Lender to the Administrative Agent (or
its delegate) by no later than 5:00 P.M., New York time, on the third Business Day after the date of delivery of such notice to
the relevant Term Loan Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower)
(the “Discount Range Prepayment Response Date”). Each relevant Term Loan Lender’s Discount Range Prepayment
Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”)
at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate
Outstanding Amount and Tranches of such Term Loans such Lender is willing to have prepaid at the Submitted Discount (the “Submitted
Amount”). Any Term Loan Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by
the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any
of its Term Loans at any discount to their par value within the Discount Range.


 



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(2)           The
Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment Response
Date and will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made
in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with
this paragraph (iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment
Offers received by Administrative Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount
that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted
Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount
to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an
aggregate Outstanding Amount equal to the lesser of (I) the Discount Range Prepayment Amount and (II) the
sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount
to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of
Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following clause (3)) at the Applicable
Discount (each such Lender, a “Participating Lender”).


 



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(3)           If
there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating
Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Discount Range Prepayment Offer
at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to
par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Outstanding Amount of
the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to
the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified
Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Administrative
Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable
discretion) will calculate such proration (the “Discount Range Proration”). The Administrative Agent shall
promptly, and in any case within three Business Days following the Discount Range Prepayment Response Date, notify (w) the
Borrower of the respective Term Loan Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date,
the Applicable Discount, and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid,
(x) each Term Loan Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate
Outstanding Amount and Tranches of all Term Loans to be prepaid at the Applicable Discount on such date, (y) each
Participating Lender of the aggregate Outstanding Amount and Tranches of such Lender to be prepaid at the Applicable Discount
on such date, and (z) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination
by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and
binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable
by such Borrower on the Discounted Prepayment Effective Date in accordance with paragraph (vi) below (subject to paragraph (x)
below).


 


(iv)          Borrower Solicitation of Discounted Prepayment Offers. (1) The Borrower may from time to time solicit Solicited Discounted
Prepayment Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed
by the Administrative Agent in its reasonable discretion) notice in the form of a Solicited Discounted Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Term Loan Lender or to
each Term Loan Lender and to each additional Lender of one or more Incremental Loans on a Tranche by Tranche basis, (II)
any such notice shall specify the maximum aggregate Outstanding Amount of the Term Loans and the Tranches of Term Loans the Borrower
is willing to prepay at a discount (the “Solicited Discounted Prepayment Amount”), (III) the Solicited
Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000, and (IV) each
such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Administrative
Agent will promptly provide each relevant Term Loan Lender with a copy of such Solicited Discounted Prepayment Notice and a form
of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Loan Lender to the Administrative Agent (or its
delegate) by no later than 5:00 P.M., New York time on the third Business Day after the date of delivery of such notice to
the relevant Term Loan Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower)
(the “Solicited Discounted Prepayment Response Date”). Each Term Loan Lender’s Solicited Discounted Prepayment
Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify
both a discount to par (the “Offered Discount”) at which such Term Loan Lender is willing to allow prepayment
of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans (the “Offered
Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Term Loan Lender whose Solicited Discounted
Prepayment Offer is not received by the Administrative Agent by the Solicited Discounted Prepayment Response Date shall be deemed
to have declined prepayment of any of its Term Loans at any discount to their par value.


 



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(2)           The
Administrative Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received by
it by the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers
and select, at its sole discretion, the smallest of the Offered Discounts specified by the relevant responding Term Loan Lenders
in the Solicited Discounted Prepayment Offers that the Borrower is willing to accept (the “Acceptable Discount”),
if any. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the
determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the
Borrower from the Administrative Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence
of this clause (2) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to
the Administrative Agent setting forth the Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance
and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted
Prepayment Offers.


 


(3)           Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Administrative Agent by the
Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice
(the “Discounted Prepayment Determination Date”), the Administrative Agent will determine (in consultation with
the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate
Outstanding Amount and the Tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the
Borrower at the Acceptable Discount in accordance with this subsection 3.4(j)(iv). If the Borrower elects to accept any Acceptable
Discount, then the Parent agrees to accept all Solicited Discounted Prepayment Offers received by the Administrative Agent by the
Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and
including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment
at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to
prepayment of Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at
the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrower will prepay outstanding Term
Loans pursuant to this paragraph (3) to each Qualifying Lender in the aggregate Outstanding Amount and of the Tranches specified
in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate
Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the
Solicited Discounted Prepayment Amount, prepayment of the Outstanding Amount of the Term Loans for those Qualifying Lenders whose
Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall
be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying
Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative
Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”).
On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly notify (w) the
Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment
and the Tranches to be prepaid, (x) each Term Loan Lender of the Discounted Prepayment Effective Date, the Acceptable
Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such
date, (y) each Qualifying Lender of the aggregate Outstanding Amount and the Tranches of such Lender to be prepaid
at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited
Discount Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower
and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice
to such Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date in accordance with paragraph (vi)
below (subject to paragraph (x) below).


 



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(v)           Expenses.
In connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Administrative
Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the Borrower
in connection therewith.


 


(vi)          Payment.
If any Term Loan is prepaid in accordance with paragraphs (ii) through (iv) above, the Borrower shall prepay such Term Loans on
the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account
of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative
Agent’s Office in the applicable currency and in immediately available funds not later than 11:00 A.M. (New York time) on
the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of
the Term Loans on a pro rata basis. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par
principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding
Term Loans pursuant to this subsection 3.4(j) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders,
or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans outstanding shall be
deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted
Prepayment Effective Date in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment
of Term Loans pursuant to this subsection 3.4(j) and notwithstanding anything to the contrary contained in this Agreement, (i) interest
in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Loans to reflect the payment of
accrued interest to certain Lenders as provided in this subsection 3.4(j)(vi) and (ii) all subsequent prepayments
and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among
the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held by the respective Lenders
after giving effect to any prepayment pursuant to this subsection 3.4(j) as if made at par. It is also understood and agreed that
prepayments pursuant to this subsection 3.4(j) shall not be subject to subsection 3.4(a), or, for the avoidance of doubt, subsection
10.7(a) or the pro rata allocation requirements of subsection 3.8(a).


 



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(vii)         Other
Procedures. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant
to procedures consistent with the provisions in this subsection 3.4(j), established by the Administrative Agent acting in its
reasonable discretion and as reasonably agreed by the Borrower.


 


(viii)       
Notice. Notwithstanding anything in any Loan Document to the contrary, for purposes of this subsection 3.4(j), each
notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall
be deemed to have been given upon the Administrative Agent’s (or its delegate’s) actual receipt during normal business
hours of such notice or communication; provided that any notice or communication actually received outside of normal business
hours shall be deemed to have been given as of the opening of business on the next Business Day.


 


(ix)          Actions
of Administrative Agent. Each of the Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform
any and all of its duties under this subsection 3.4(j) by itself or through any Affiliate of the Administrative Agent and expressly
consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated
duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative Agent
and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this subsection 3.4(j) as
well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this
subsection 3.4(j).


 



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(x)           Revocation.
The Borrower shall have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer
to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment
Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified
Discount Prepayment Response Date (and if such offer is so revoked, any failure by such Borrower to make any prepayment to a Lender
pursuant to this subsection 3.4(j) shall not constitute a Default or Event of Default under subsection 8.1(a) or otherwise).


 


(xi)          No
Obligation. This subsection 3.4(j) shall not (i) require the Borrower to undertake any prepayment pursuant to
this subsection 3.4(j) or (ii) limit or restrict the Borrower from making voluntary prepayments of the Term Loans
in accordance with the other provisions of this Agreement.


 


(k)           Notwithstanding
anything to the contrary herein, this subsection 3.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative
Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments,
to Lenders participating in any new classes or tranches of Term Loans added pursuant to subsections 2.5, 2.9 and 2.11, as applicable,
or pursuant to any other credit or letter of credit facility added pursuant to subsection 2.9 or 10.1(e).


 


3.5           Administrative
Agent’s Fee; Other Fees.


 


(a)           The
Borrower agrees to pay, or cause to be paid, to the Administrative Agent and the Other Representatives any fees in the amounts
and on the dates previously agreed to in writing by the Borrower, the Other Representatives and the Administrative Agent in connection
with this Agreement.


 


(b)           The
Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Lender, a commitment
fee for the period from and including the first day of the applicable Revolving Commitment Period to the applicable Maturity Date,
computed at the Applicable Commitment Fee Percentage on the average daily amount of the Available Revolving Commitment of such
Lender during the period for which payment is made, payable quarterly in arrears on the last Business Day of each March, June,
September and December, and on the applicable Maturity Date, or such earlier date as the Revolving Commitments shall terminate
as provided herein, commencing on September 30, 2014.


 



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3.6           Computation
of Interest and Fees.


 


(a)           Interest
(other than interest based on the Prime Rate or based on the LIBOR Rate for Eurocurrency Loans denominated in Pounds Sterling,
Australian Dollars or Canadian Dollars) shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment
fees and any other fees and interest based on the Prime Rate or based on the Adjusted LIBOR Rate for Eurocurrency Loans denominated
in Pounds Sterling, Australian Dollars or Canadian Dollars shall be calculated on the basis of a 365-day year (or 366-day year,
as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and
the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from
a change in the ABR or the Statutory Reserve Rate shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of
the effective date and the amount of each such change in interest rate.


 


(b)           Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the
request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations
used by the Administrative Agent in determining any interest rate pursuant to subsection 3.1, excluding any Adjusted LIBOR
Rate which is based upon the Reuters Monitor Money Rates Services page and any ABR Loan which is based upon the Prime Rate.


 


3.7           Inability to Determine Interest Rate. (a) If prior to the commencement of any Interest Period for a borrowing of a Eurocurrency
Loan:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBOR Rate or the LIBOR Rate, as applicable (including because the LIBO Screen Rate,
EURIBOR Screen Rate, AUD Screen Rate or CDOR Screen Rate is not available or published on a current basis), for the applicable
currency and such Interest Period; or


 


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


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until
the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist,
(A) any requests for the conversion of any borrowing of Loans to, or continuation of any Loans as, a Eurocurrency Loan in the relevant
currency shall be ineffective, (B) if any notice of borrowing requests a borrowing of Eurocurrency Loans in Dollars, such borrowing
shall be made as a borrowing of ABR Loans and (C) any notice of borrowing requesting a borrowing of Eurocurrency Loans in a Designated
Foreign Currency shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type
of Loans, then the other Type of Loans shall be permitted.


 



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(b)           If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the
circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has
made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that
will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement
identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and
there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator
of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently
or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO
Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall
endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market
convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an
amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may
be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall
be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment
shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative
Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to
the Lenders, a written notice from the Required Lenders of each class stating that such Required Lenders object to such amendment.
Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances
described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 3.15(b), only to the extent
the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current
basis), (x) any requests for the conversion of any borrowing of Loans to, or continuation of any Loans as, a Eurocurrency
Loans shall be ineffective and (y) if any notice of borrowing requests a borrowing of Eurocurrency Loans in Dollars, such
borrowing shall be made as a borrowing of ABR Loans.


 



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3.8          Pro Rata Treatment and Payments.


 


(a)           Except as expressly otherwise provided herein, each borrowing of Revolving Loans (other than Swing Line Loans) by the Borrower
from the Lenders hereunder shall be made, each payment (except as provided in subsection 3.14) by the Borrower on account of any
commitment fee in respect of the Revolving Commitments hereunder and any reduction (except as provided in subsections 2.5, 2.9,
2.11, 3.13(d) or 10.1(g)) of the Revolving Commitments of the Lenders shall be allocated by the Administrative Agent, pro rata
according to the respective Revolving Commitment Percentages of the Lenders (other than payments in respect of any difference in
the Applicable Commitment Fee Percentages in respect of any Tranche); provided that at the request of the Borrower, in lieu
of such application on a pro rata basis among all Revolving Commitments, such reduction may be applied to any Revolving Commitments
so long as the Maturity Date of such Revolving Commitments precedes the Maturity Date of each other Tranche of Revolving Commitments
then outstanding or, in the event more than one Tranche of Revolving Commitments shall have an identical Maturity Date that precedes
the Maturity Date of each other Tranche of Revolving Commitments then outstanding, to such Tranches on a pro rata basis. Each payment
(including each prepayment, but excluding payments made pursuant to subsection 2.5, 2.9, 2.10, 2.11, 3.4(i), 3.9, 3.10, 3.11, 3.12,
3.13(d), 3.14, 10.1(g) or 10.6) by the Borrower on account of principal of and interest on any Tranche of Loans (other than (v) payments
in respect of any difference in the Applicable Margin, Adjusted LIBOR Rate or ABR in respect of any Tranche, (w) any
payment pursuant to subsection 3.4(b), (c) or (d), to the extent declined by any Lender as provided in subsection 3.4(f),
(x) any payments pursuant to subsection 3.4(j), which shall be allocated as set forth in subsection 3.4(j);
(y) any prepayments pursuant to subsection 10.6(h) and (z) any payment accompanying a termination of Revolving Commitments
pursuant to the provisos to the first sentence of this subsection 3.8(a) which shall be applied to the Revolving Loans outstanding
under the Tranches under which Revolving Commitments are being terminated) shall be allocated by the Administrative Agent pro rata
according to the respective outstanding principal amounts of such Loans of such Tranche then held by the respective Lenders; provided
that a Lender may, at its option, and if agreed by the Borrower, exchange such Lender’s portion of a Term Loan to be prepaid
for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment, pursuant to the last sentence of
subsection 3.4(e). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal,
interest, fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made on or prior
to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required,
prior to 2:00 P.M., New York City time), on the due date thereof to the Administrative Agent for the account of the Lenders holding
the relevant Loans, the L/C Participants, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative
Agent’s office specified in subsection 10.2, and shall be made in Dollars or, in the case of Loans outstanding in any
Designated Foreign Currency and L/C Obligations in any Designated Foreign Currency, such Designated Foreign Currency and, whether
in Dollars or any Designated Foreign Currency, in immediately available funds. Any pro rata calculations required to be made pursuant
to this subsection 3.8(a) in respect to any Revolving Loan denominated in a Designated Foreign Currency shall be made on a Dollar
Equivalent basis. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next
Business Day. The Administrative Agent shall distribute such payments to such Lenders, L/C Participants or Other Representatives,
as the case may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds
as received prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such
Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due
and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity of such payment
shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable
at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately preceding Business Day. This subsection 3.8(a)
may be amended in accordance with subsection 10.1(d) to the extent necessary to reflect differing amounts payable, and priorities
of payments, to Lenders participating in any new Tranches added pursuant to subsections 2.5, 2.9 and 2.11, as applicable.


 



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(b)           Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender
will not make the amount that would constitute its share of such borrowing available to such Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower in respect of such borrowing a corresponding amount. If such amount is not
made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative
Agent on demand, such amount with interest thereon at a rate equal to (i) for amounts denominated in Dollars, the daily
average Federal Funds Effective Rate, and (ii) for amounts denominated in a Designated Foreign Currency, the rate customary
in such Designated Foreign Currency for settlement of similar interbank obligations, for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this subsection 3.8(b) shall be conclusive in the absence of manifest error. If such Lender’s
share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing
Date, (x) the Administrative Agent shall notify the Borrower of the failure of such Lender to make such amount available
to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at
the rate per annum applicable to ABR Loans hereunder on demand, from the Borrower and (y) then the Borrower may, without
waiving or limiting any rights or remedies it may have against such Lender hereunder or under applicable law or otherwise, borrow
a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact
make such borrowing available.


 


3.9           Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law
or in the interpretation or application thereof occurring after the Second Restatement Effective Date shall make it unlawful for
any Lender to make or maintain any Eurocurrency Loans as contemplated by this Agreement (“Affected Loans”),
(a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Administrative Agent
(which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder
to make Affected Loans, continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled
and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such Lender shall
then have a commitment only to make an ABR Loan (or a Swing Line Loan denominated in Dollars) when an Affected Loan is requested
and (c) such Lender’s Loans then outstanding as Affected Loans, if any, shall be converted automatically to ABR
Loans on the respective last days of the then current Interest Periods with respect to such Revolving Loans or within such earlier
period as required by law and (d) such Lender’s Loans then outstanding as Affected Loans, if any, not otherwise permitted
to be converted to ABR Loans by subsection 3.2 (whether because such Loans are denominated in a Designated Foreign Currency or
otherwise) shall, at the option of the Borrower (i) be prepaid with accrued interest thereon on the last day of the then
current Interest Period with respect thereto (or such earlier date as may be required by any such Requirement of Law) or (ii)
bear interest at an alternate rate reasonably determined by the Administrative Agent to adequately reflect such Lender’s
cost of funding such Loans. If any such conversion of an Affected Loan occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to
subsection 3.12.


 



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3.10         Requirements of Law.


 


(a)            If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender or Issuing Bank with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority, in each case made subsequent to the Second Restatement Effective Date (or,
if later, the date on which such Lender becomes a Lender or such Issuing Bank becomes an Issuing Bank):


 


(i)             shall subject such Lender or Issuing Bank to any Tax of any kind whatsoever with respect to any Eurocurrency Loan or Letter
of Credit made or maintained or, in the case of Letters of Credit, participated in, by it or any Letter of Credit issued by it
as applicable or its obligation to make or maintain Eurocurrency Loans or issue or participate in any Letters of Credit, except
for (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection
Income Taxes);


 


(ii)            shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or


 



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(iii)         shall
impose on such Lender or Issuing Bank any other condition (excluding any Tax of any kind whatsoever);


 


and the result of any of the foregoing is to increase the cost
to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurocurrency
Loans or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such
case, upon notice to the Borrower from such Lender or Issuing Bank, through the Administrative Agent, in accordance herewith, the
Borrower shall promptly pay such Lender or Issuing Bank, upon its demand, any additional amounts necessary to compensate such Lender
or Issuing Bank for such increased cost or reduced amount receivable with respect to such Eurocurrency Loans or Letters of Credit,
provided that, in any such case, the Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder
to ABR Loans by giving the Administrative Agent at least one Business Day’s notice (or such shorter period as may be agreed
by the Administrative Agent in its reasonable discretion) of such election, in which case the Borrower shall promptly pay to such
Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 3.10(a)
and such amounts, if any, as may be required pursuant to subsection 3.12. If any Lender or Issuing Bank becomes entitled to claim
any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Borrower, through the Administrative
Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable
detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as
to the additional amount demanded by such Lender or Issuing Bank and a reasonably detailed explanation of the calculation thereof.
Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender or Issuing Bank, through
the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the
contrary in this subsection 3.10(a), the Borrower shall not be required to compensate a Lender pursuant to this subsection 3.10(a)
(i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such
Lender’s intention to claim compensation therefor or (ii) for any amounts, if such Lender is applying this provision
to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions
under other syndicated credit agreements to similarly situated borrowers. This subsection 3.10 shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(b)           If
any Lender or Issuing Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital
adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or Issuing Bank or any corporation
controlling such Lender or Issuing Bank with any request or directive regarding capital adequacy or liquidity (whether or not
having the force of law) from any Governmental Authority, in each case, made subsequent to the Second Restatement Effective Date,
does or shall have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or such corporation’s
capital as a consequence of such Lender’s, Issuing Bank’s obligations or hereunder or in respect of any Letter of
Credit to a level below that which such Lender, Issuing Bank or such corporation could have achieved but for such change or compliance
(taking into consideration such Lender’s, Issuing Bank’s or such corporation’s policies with respect to capital
adequacy) by an amount deemed by such Lender or Issuing Bank to be material, then from time to time, within ten Business Days
after submission by such Lender or Issuing Bank to the Borrower (with a copy to the Administrative Agent) of a written request
therefor certifying (x) that one of the events described in this paragraph (b) has occurred and describing in reasonable
detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and
(z) as to the additional amount or amounts demanded by such Lender, Issuing Bank or corporation and a reasonably detailed
explanation of the calculation thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts
as will compensate such Lender, Issuing Bank or corporation for such reduction. Such a certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender or Issuing Bank, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this subsection 3.10(b), the
Borrower shall not be required to compensate a Lender pursuant to this subsection 3.10(b) (i) for any amounts incurred
more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation
therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent
with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly
situated borrowers. This subsection 3.10 shall survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


 



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(c)           Notwithstanding
anything herein to the contrary, the Dodd Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations,
guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have
been enacted, adopted or issued, as applicable, subsequent to the Second Restatement Effective Date for all purposes herein.


 


3.11        Taxes.


 


(a)           For
purposes of this section 3.11, the term “Lender” includes any Issuing Bank and the term “applicable law”
includes FATCA.


 


(b)           All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Withholding Agent) requires any Withholding Agent to deduct or withhold any Tax with respect to any such payment,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after all such deductions or withholdings
been made (including such deductions and withholdings applicable to additional sums payable under this section 3.11) the applicable
Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an
amount equal to the sum it would have received had no such deduction or withholding been made.


 



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(c)           Each
Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the
Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)           The
Borrower shall indemnify each Recipient within 10 days after written demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this section 3.11) payable or paid
by such Recipient, or required to be withheld or deducted with respect to a payment to such Recipient and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)           As
soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.11, such
Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of payment reasonably satisfactory
to the Administrative Agent.


 


(f)            (i) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under
any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or
the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.


 


(ii)           Without
limiting the generality of the foregoing,


 


(A)          each
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement, and from time to time thereafter as reasonably requested by the Borrower or the
Administrative Agent, provide each of the Administrative Agent and the Borrower with two duly executed original copies of Internal
Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 



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(B)           each
Lender that is not a U.S. Person (a “Foreign Lender”) shall, to the extent it is legally eligible to
do so, on or prior to the date on which such Lender becomes a Lender under this Agreement, and from time to time thereafter as
reasonably requested by the Borrower or the Administrative Agent, provide each of the Administrative Agent and the Borrower with
whichever of the following is applicable:


 


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


 


(2)            two duly executed original copies of Internal Revenue Service Form W-8ECI;


 


(3)            in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
or Section 871(h) of the Code (x) a certificate substantially in the form of Exhibit F-1 hereto to the effect that such
Foreign Lender is not a (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 that no payments under any Loan Document are
effectively connected with the Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”)
and (y) two duly executed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable; or


 


(4)            to the extent that the Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership
or a participating Lender), two duly executed original copies of Internal Revenue Service Form W-8IMY, accompanied by Internal
Revenue Service Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit
F-2 or Exhibit F-3, Internal Revenue Service Form W-9 and/or other certification documents from each beneficial owner, as applicable;
provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partner
of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit F-4 on behalf of such direct and indirect partner(s).


 



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


 


(D)           if
a payment made to a Lender under any Loan 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 whether such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for the purposes of this subsection (D),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any documentation
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such documentation or
promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.


 


Notwithstanding anything to the contrary in
this section 3.11(g), no Lender shall be required to deliver any documentation pursuant to this section 3.11(g) that such Lender
is not legally eligible to deliver.


 


Each Lender hereby authorizes the Administrative
Agent to deliver to the Borrower and to any successor Administrative Agent any documentation provided to the Administrative Agent
by such Lender pursuant to this section 3.11(g).


 



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(g)           If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has received an indemnification payment pursuant to this section 3.11 (including by the payment of additional amounts pursuant
to this section 3.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this section 3.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person. No party shall have any obligation to pursue, or any right to assert, any refund of Indemnified Taxes that may be paid
by another party.


 


(h)           Each
party’s obligations under this section 3.11 shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document.


 


3.12         [Reserved].


 


3.13         Certain
Rules Relating to the Payment of Additional Amounts.


 


(a)            Upon
the request, and at the expense, of the Borrower, each Agent, Lender and Issuing Bank to which the Borrower is required to pay
any additional amount pursuant to subsection 3.10 or 3.11, and any Participant in respect of whose participation such payment
is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting,
the imposition of any Indemnified Taxes giving rise to such payment; provided that (i) such Agent, Lender or Issuing
Bank shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing
to such Agent, Lender or Issuing Bank its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower
shall reimburse such Agent, Lender or Issuing Bank for its reasonable attorneys’ and accountants’ fees and disbursements
incurred in so cooperating with the Borrower in contesting the imposition of such Indemnified Taxes; provided, however,
that notwithstanding the foregoing no Agent, Lender or Issuing Bank shall be required to afford the Borrower the opportunity to
contest, or cooperate with the Borrower in contesting, the imposition of any Indemnified Taxes, if such Agent, Lender or Issuing
Bank in its sole discretion in good faith determines that to do so would have an adverse effect on it.


 






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(b)           If
a Lender or Issuing Bank changes its applicable lending office (other than (i) pursuant to paragraph (c) below or (ii)
after an Event of Default under subsection 8.1(a) or (f) has occurred and is continuing) and the effect of such change, as of
the date of such change, would be to cause the Borrower to become obligated to pay any additional amount under subsection 3.10
or 3.11, other than any additional amount under subsection 3.11 for any Foreign Subsidiary Borrower, the Borrower shall not be
obligated to pay such additional amount.


 


(c)           If
a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any
additional amount to any Lender or Issuing Bank by the Borrower pursuant to subsection 3.10 or 3.11, such Lender or Issuing Bank
shall promptly after becoming aware of such event or condition notify the Borrower and the Administrative Agent and shall take
such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts
to rebook the Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender);
provided that such Lender or Issuing Bank shall not be required to take any step that, in its reasonable judgment, would
be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower
agrees to reimburse such Lender or Issuing Bank for the reasonable incremental out-of-pocket costs thereof).


 


(d)           If
the Borrower shall become obligated to pay additional amounts pursuant to subsection 3.10 or 3.11 and any affected Lender shall
not have promptly taken steps necessary to avoid the need for such payments under subsection 3.10 or 3.11, the Borrower shall
have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent, to seek one
or more substitute Lenders reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan,
in whole or in part, at an aggregate price no less than such Loan’s principal amount plus accrued interest, and assume
the affected obligations under this Agreement, or (ii) so long as no Default or Event of Default then exists or will exist
immediately after giving effect to the respective prepayment, upon at least four Business Days’ irrevocable notice to the
Administrative Agent, to prepay the affected Loan, in whole or in part, subject to subsection 3.12, without premium or penalty.
In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender
shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to subsection 10.6(b) to effect the assignment
of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by
subsection 10.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case
of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein,
together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and
of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under subsections
3.10 and 3.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under
this subsection 3.13) prior to such substitution or prepayment. In the case of the substitution of a Lender, if the Lender
being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any
other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes
and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations
of the Borrower owing to such replaced Lender relating to the Loans so assigned shall be paid in full by the assignee Lender to
such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and
Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and
deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender.


 






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(e)           The
obligations of any Agent, Lender, Issuing Bank or Participant under this subsection 3.13 shall survive the termination of
this Agreement and the payment of the Loans and all amounts payable hereunder.


 


3.14         Defaulting
Lenders. Notwithstanding anything contained in this Agreement to the contrary, if any Revolving Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:


 


(a)           no
commitment fee shall accrue for the account of a Defaulting Lender so long as such Lender shall be a Defaulting Lender (except
to the extent it is payable to an Issuing Bank pursuant to clause (d)(v) below);


 


(b)           in
determining the Required Lenders or Required Revolving Lenders, any Lender that at the time is a Defaulting Lender (and the Loans
and/or Revolving Commitment of such Defaulting Lender) shall be excluded and disregarded;


 


(c)           the
Borrower shall have the right, at its sole expense and effort (i) to seek one or more Persons reasonably satisfactory to
the Administrative Agent and the Borrower to each become a substitute Revolving Lender and assume all or part of the Commitment
of any Defaulting Lender and the Borrower, the Administrative Agent and any such substitute Revolving Lender shall execute and
deliver, and such Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment
and Acceptance to effect such substitution or (ii) so long as no Event of Default under subsection 8.1(a) or 8.1(f) then
exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent, to
prepay the Loans and, at the Borrower’s option, terminate the Commitments of such Defaulting Lender, in whole or in part,
without premium or penalty;


 






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(d)           if any Swing Line Exposure exists or any L/C Obligations exist at the time a Revolving Lender becomes a Defaulting Lender
then:


 


(i)            all
or any part of such Swing Line Exposure and L/C Obligations shall be re-allocated among the Non-Defaulting Lenders in accordance
with their respective Revolving Commitment Percentages but only to the extent the sum of all Non-Defaulting Lenders’ Revolving
Exposures plus such Defaulting Lender’s Swing Line Exposure and L/C Obligations does not exceed the total of all
Non-Defaulting Lenders’ Revolving Commitments;


 


(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 Swing Line
Exposure and (y) second, cash collateralize such Defaulting Lender’s L/C Obligations (after giving effect to any partial
reallocation pursuant to clause (i) above) on terms reasonably satisfactory to the applicable Issuing Banks for so long as such
L/C Obligations are outstanding;


 


(iii)          if
any portion of such Defaulting Lender’s L/C Obligations is cash collateralized pursuant to clause (ii) above, the Borrower
shall not be required to pay the L/C Facing Fee for participation with respect to such portion of such Defaulting Lender’s
L/C Obligations so long as it is cash collateralized;


 


(iv)          if
any portion of such Defaulting Lender’s L/C Obligations is reallocated to the Non-Defaulting Lenders pursuant to clause
(i) above, then the letter of credit commission with respect to such portion shall be allocated among the Non-Defaulting Lenders
in accordance with their Revolving Commitment Percentages; or


 


(v)           if
any portion of such Defaulting Lender’s L/C Obligations is neither cash collateralized nor reallocated pursuant to this
subsection 3.14(d), then, without prejudice to any rights or remedies of any Issuing Bank or any Revolving Lender hereunder, the
commitment fee that otherwise would have been payable to such Defaulting Lender (with respect to the portion of such Defaulting
Lender’s Commitment that was utilized by such L/C Obligations) and the letter of credit commission payable with respect
to such Defaulting Lender’s L/C Obligations shall be payable to the applicable Issuing Bank until such L/C Obligations are
cash collateralized and/or reallocated;


 


(e)            so
long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and the Issuing
Banks shall not be required to issue, amend, extend or increase any Letter of Credit, unless they are respectively satisfied that
the related exposure will be 100% covered by the Revolving Commitments of the Non-Defaulting Lenders and/or cash collateralized
on terms reasonably satisfactory to the Issuing Bank, and participations in any such newly issued or increased Letter of Credit
or newly made Swing Line Loan shall be allocated among Non-Defaulting Lenders in accordance with their respective Revolving Commitment
Percentages (and Defaulting Lenders shall not participate therein);


 






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(f)            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 subsection 10.7) 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 Issuing Banks or Swing Line Lender
hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participation
in any Swing Line 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 the Borrower, 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 in respect of L/C Disbursements in respect of which
a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in subsection
6.2 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;
and


 


(g)           In
the event that the Administrative Agent, the Borrower, each applicable Issuing Bank or the Swing Line 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 Swing Line Exposure and L/C Obligations 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 Commitment Percentage.
The rights and remedies against a Defaulting Lender under this subsection 3.14 are in addition to other rights and remedies that
the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Non-Defaulting Lenders may have against
such Defaulting Lender. The arrangements permitted or required by this subsection 3.14 shall be permitted under this Agreement,
notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise.


 






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SECTION 4    REPRESENTATIONS
AND WARRANTIES. To induce the Administrative Agent and each Lender to make the Extensions of Credit requested to be made by
it on the Second Restatement Effective Date and on each Borrowing Date thereafter, the Borrower hereby represents and warrants,
on the Second Restatement Effective Date, after giving effect to the Transactions, and on each Borrowing Date thereafter, to the
Administrative Agent and each Lender that:


 


4.1           Financial
Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of December 31, 2017
and December 31, 2018 and the consolidated statements of income, shareholders’ equity and cash flows of for the fiscal years
ended December 31, 2017 and December 31, 2018, reported on by and accompanied by unqualified reports from Deloitte & Touche
LLP, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results
of operations and consolidated cash flows for the respective fiscal years then ended, of the Borrower and its consolidated Subsidiaries.
All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently
applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Borrower, and disclosed in
any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements).


 


4.2           No
Change; Solvent. Since September 30, 2019, there has not been any event, change, circumstance or development which, individually
or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect (after giving effect to (i) the
consummation of the Transactions, (ii) the making of the Extensions of Credit to be made on the Second Restatement
Effective Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual
or estimated fees, expenses, financing costs and tax payments related to the Transactions contemplated hereby). As of the Second
Restatement Effective Date, after giving effect to the consummation of the Transactions occurring on the Second Restatement Effective
Date, the Borrower is Solvent.


 


4.3           Corporate
Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation except (other than with respect to the Borrower), to the
extent that the failure to be organized, existing and in good standing would not reasonably be expected to have a Material Adverse
Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except
to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is
duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in
such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply
therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.


 






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4.4           Corporate
Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority,
and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower,
to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action
to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower,
to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement and any Notes. No consent or
authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person
is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance,
validity or enforceability of the Loan Documents to which it is a party or, in the case of the Borrower, with the Extensions of
Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule
4.4, all of which have been obtained or made prior to or on the Second Restatement Effective Date, (b) filings to perfect
the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended
(31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect
of which is the United States of America or any department, agency or instrumentality thereof and (d) consents, authorizations,
notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This
Agreement has been duly executed and delivered by the Borrower, and each other Loan Document to which any Loan Party is a party
will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation
of the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a
legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except
as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).


 


4.5           No
Legal Bar. The execution, delivery and performance of the Loan Documents by any of the Loan Parties, the Extensions of Credit
hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of
such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect and (b) will not result
in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any of its properties or revenues pursuant
to any such Requirement of Law or Contractual Obligation.


 


4.6           No
Material Litigation. No litigation, investigation or proceeding by or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Restricted Subsidiaries or against any
of their respective properties or revenues, (a) except as described on Schedule 4.6, which is so pending or threatened
at any time on or prior to the Second Restatement Effective Date and relates to any of the Loan Documents or any of the transactions
contemplated hereby or thereby or (b) which would be reasonably expected to have a Material Adverse Effect.


 






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4.7           No
Default. Neither the Borrower, nor any of its Restricted Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that would be reasonably expected to have a Material Adverse Effect. Since the Second Restatement Effective
Date, no Default or Event of Default has occurred and is continuing.


 


4.8           Ownership
of Property; Liens. Each of the Borrower and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold
interest in, all its material real property, and good title to, or a valid leasehold interest in, all its other material property,
except where the failure to have such title would not reasonably be expected to have a Material Adverse Effect, and none of such
property is subject to any Lien, except for Permitted Liens.


 


4.9           Intellectual
Property. The Borrower and each of its Restricted Subsidiaries owns, or has the legal right to use, all United States patents,
patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary
for each of them to conduct its business substantially as currently conducted (the “Intellectual Property”)
except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse
Effect.


 


4.10         No
Burdensome Restrictions. Neither the Borrower nor any of its Restricted Subsidiaries is in violation of any Requirement of
Law applicable to the Borrower or any of its Restricted Subsidiaries that would be reasonably expected to have a Material Adverse
Effect.


 


4.11         Taxes.
To the knowledge of the Borrower, each of the Borrower and its Restricted Subsidiaries has filed or caused to be filed all United
States federal income tax returns and all other material tax returns that are required to be filed by it and has paid (a)
all taxes shown to be due and payable on such returns and (b) all taxes shown to be due and payable on any assessments
of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it
or any of its property by any Governmental Authority, and no tax Lien has been filed, and no claim is being asserted, with respect
to any such tax, fee or other charge (other than, for purposes of this subsection 4.11, any (i) taxes, fees, other charges
or Liens with respect to which the failure to pay, or the existence thereof, in the aggregate, would not have a Material Adverse
Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested in good faith
by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided
on the books of Holding, the Borrower or one or more of its Restricted Subsidiaries, as the case may be).


 






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4.12         Federal
Regulations. No part of the proceeds of any Extensions of Credit will be used for any purpose that violates the provisions
of the Regulations of the Board, including without limitation, Regulation T, Regulation U or Regulation X of the Board.


 


4.13         ERISA.


 


(a)           During
the five year period prior to each date as of which this representation is made, or deemed made, none of the following events
or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect:
(i) a Reportable Event with respect to a Single Employer Plan; (ii) a failure of a Single Employer Plan to
satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(iii) any noncompliance with the applicable provisions of ERISA or the Code with respect to a Plan (other than a Multiemployer
Plan); (iv) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA);
(v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan; (vi) a
complete or partial withdrawal from any Multiemployer Plan by the Borrower or any Commonly Controlled Entity; (vii) the
Reorganization or Insolvency of any Multiemployer Plan; or (viii) any transaction that resulted or could reasonably
be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section
4212(c) of ERISA; provided that the representation made in clause (vii) of this subsection 4.13(a) with respect
to a Multiemployer Plan is based on knowledge of the Borrower.


 


(b)           With
respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its
terms or with the requirements of any applicable laws, statutes, rules, regulations and orders; (ii) failure to be
maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Borrower
or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan;
(iv) any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority
as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured
plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods
and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any
facts that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected
to give rise to a dispute that, or any pending or threatened disputes that, to the best knowledge of the Borrower or any of its
Restricted Subsidiaries, would reasonably be expected to result in a material liability to the Borrower or any of its Restricted
Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure
to make all contributions in a timely manner to the extent required by applicable non-U.S. law.


 






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4.14         Collateral.
Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages, if any,
will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral described therein, except as may be limited by applicable
domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity
or at law) and an implied covenant of good faith and fair dealing. When (a) the actions specified in Schedule 3 to the
Guarantee and Collateral Agreement have been duly taken, (b) all applicable Instruments, Chattel Paper and Documents (each
as described therein) a security interest in which is perfected by possession have been delivered to, and/or are in the continued
possession of, the Collateral Agent, (c) all Electronic Chattel Paper and Pledged Stock (as defined in the Guarantee and
Collateral Agreement) a security interest in which is required to be or is perfected by “control” (as described in
the UCC) are under the “control” of the Collateral Agent or the Administrative Agent, as agent for the Collateral
Agent and as directed by the Collateral Agent and (d) the Mortgages, if any, have been duly recorded, the security interests
granted pursuant thereto shall constitute (to the extent described therein) a perfected security interest in, all right, title
and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial
Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule
7 thereto (if any)) with respect to such pledgor. Notwithstanding any other provision of this Agreement, capitalized terms that
are used in this subsection 4.14 and not defined in this Agreement are so used as defined in the applicable Security Document.


 


4.15         Investment Company Act; Other Regulations. The Borrower is not an “investment company” within the meaning
of the Investment Company Act. The Borrower is not subject to regulation under any federal or state statute or regulation (other
than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby.


 


4.16         Subsidiaries.
Schedule 4.16 sets forth all the Subsidiaries of the Borrower at the Second Restatement Effective Date (after giving effect
to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of the Borrower therein.


 


4.17         Purpose
of Loans. The proceeds of the Loans shall be used by the Borrower (a) to finance, in part, the Transactions, (b)
to pay certain transaction fees and expenses related to the Transactions and (c) to finance the working capital and business
requirements of, and for capital expenditures and for general corporate purposes of, the Borrower and its Subsidiaries.


 






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4.18         Environmental
Matters. Other than as disclosed on Schedule 4.18 or exceptions to any of the following that would not, individually
or in the aggregate, reasonably be expected to give rise to a Material Adverse Effect:


 


(a)           The
Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have
been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full
force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any
of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations;
(iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental
Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws, including any reasonably foreseeable
future requirements thereto.


 


(b)           Materials
of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be
released, to or at any real property presently or formerly owned, leased or operated by the Borrower or any of its Restricted
Subsidiaries or at any other location, that would reasonably be expected to (i) give rise to liability or other Environmental
Costs of the Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law, or (ii) interfere with
the Borrower’s or any of its Restricted Subsidiaries’ planned or continued operations, or (iii) impair
the fair saleable value of any real property owned by the Borrower or any of its Restricted Subsidiaries that is part of the Collateral.


 


(c)           There
is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental
Law to which the Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Borrower or any of its Restricted
Subsidiaries is reasonably likely to be, named as a party that is pending or, to the knowledge of the Borrower or any of its Restricted
Subsidiaries, threatened.


 


(d)           Neither
the Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified that it
is a potentially responsible party, under the United States Federal Comprehensive Environmental Response, Compensation, and Liability
Act or any similar Environmental Law, or received any other written request for information from any Governmental Authority with
respect to any Materials of Environmental Concern.


 


(e)           Neither the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or
settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative,
arbitral, or other forum, relating to compliance with or liability under any Environmental Law.


 






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4.19         No
Material Misstatements. The written factual information, reports, financial statements, exhibits and schedules furnished by
or on behalf of the Borrower to the Administrative Agent, the Other Representatives and the Lenders in connection with the negotiation
of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Second Restatement
Effective Date any material misstatement of fact and did not omit to state as of the Second Restatement Effective Date any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading
in their presentation of the Borrower and its Restricted Subsidiaries taken as a whole. It is understood that (a) no representation
or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future
performance or conditions, and the assumptions on which they were based, contained in any such information, reports, financial
statements, exhibits or schedules, except that as of the date such forecasts, estimates, pro forma information, projections and
statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based
on the good faith assumptions of the management of the Borrower and (ii) such assumptions were believed by such management
to be reasonable and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on
which they were based, may or may not prove to be correct.


 


4.20         Labor
Matters. There are no strikes pending or, to the knowledge of the Borrower, reasonably expected to be commenced against the
Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect. The hours worked and payments made to employees of the Borrower and each of its Restricted Subsidiaries
have not been in violation of any applicable laws, rules or regulations, except where such violations would not reasonably be
expected to have a Material Adverse Effect.


 


4.21         Insurance.
Schedule 4.21 sets forth a complete and correct listing of all insurance that is (a) maintained by the Borrower and its
Restricted Subsidiaries that are Loan Parties and (b) material to the business and operations of the Borrower and its Restricted
Subsidiaries taken as a whole, in each case as of the Second Restatement Effective Date, with the amounts insured (and any deductibles)
set forth therein.


 


4.22         Anti-Terrorism.
To the extent applicable, each of Holding, the Borrower and each Restricted Subsidiary is in compliance, in all material respects,
with (i) the PATRIOT Act and, (ii) the Trading with the Enemy Act, as amended, (iii) any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) and any other enabling legislation
or executive order relating thereto. Neither Holding, the Borrower, or any Restricted Subsidiary nor, to the knowledge of the
Borrower, any director, officer or employee of Holding, the Borrower or any Restricted Subsidiary, is the target of any U.S. sanctions
administered by OFAC or a person on the list of “Specially Designated Nationals and Blocked Persons.” No proceeds
of the Loans or the Letters of Credit will knowingly be used for the purpose of funding or financing any activities or business
of or with any Person that at the time of such funding or financing is either the target of any U.S. sanctions administered by
OFAC or a person on the list of “Specially Designated Nationals and Blocked Persons.”


 






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4.23         Anti-Corruption.
Except as would not reasonably be expected to have a Material Adverse Effect, each of Holding, the Borrower, each Restricted Subsidiary
and to the knowledge of the Borrower, their respective officers and directors, are in compliance with Anti-Corruption Laws. No
proceeds of the Loans or the Letters of Credit will knowingly be used by the Borrower or any Restricted Subsidiary in violation
of any Anti-Corruption Law.


 


SECTION 5    CONDITIONS
PRECEDENT.


 


5.1           [Reserved].


 


5.2           Conditions Precedent to Each Extension of Credit. The agreement of each Lender and Issuing Bank to make any Extension
of Credit requested to be made by it on or after the Second Restatement Effective Date (including each Swing Line Loan made on
or after the Second Restatement Effective Date) is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)           Notice.
With respect to any Loan, the Administrative Agent shall have received a duly executed notice of borrowing; with respect to the
issuance of any Letter of Credit, the applicable Issuing Bank shall have received a duly executed Letter of Credit Request.


 


(b)           Representations
and Warranties. All representations and warranties set forth in Section 4 and in the other Loan Documents, shall, except to
the extent that they relate to a particular date, be true and correct in all material respects on and as of such date as if made
on and as of such date.


 


(c)           No
Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extensions
of Credit requested to be made on such date.


 


Each borrowing of Loans by and each Letter
of Credit issued on behalf of the Borrower hereunder shall be deemed to constitute a representation and warranty by the Borrower
as to the matters specified in clause (b) above on the date of such Extension of Credit.


 


SECTION 6    AFFIRMATIVE
COVENANTS. The Borrower hereby agrees that, from and after the Second Restatement Effective Date and so long as the Revolving
Commitments remain in effect, and thereafter until payment in full of the Loans, all Reimbursement Obligations and any other amount
then due and owing to any Lender or any Agent hereunder and under any Note and no Letters of Credit shall be outstanding (unless
cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), the Borrower shall
and (except in the case of delivery of financial information, reports and notices) shall cause each of the Material Restricted
Subsidiaries to:


 






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6.1           Financial
Statements. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make and
so deliver such copies):


 


(a)            as
soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal
year of the Borrower ending on or after December 31, 2019 (or such longer period as would be permitted by the SEC if the
Borrower (or, any Parent whose financial statements satisfy the Borrower’s reporting obligations under this covenant) were
then subject to SEC reporting requirements as a non-accelerated filer), a copy of the consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income, shareholders’
equity and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the
previous year, reported on without a “going concern” or like qualification or exception, or qualification arising
out of the scope of the audit (provided that such report may contain a “going concern” or like qualification
or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely to
an upcoming Maturity Date hereunder or under the Senior Notes or other Indebtedness), by Deloitte & Touche LLP or other independent
certified public accountants of nationally recognized standing (it being agreed that the furnishing of the Borrower’s or
any Parent’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Borrower’s obligation
under this subsection 6.1(a) with respect to such year including with respect to the requirement that such financial statements
be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope
of the audit, so long as the report included in such Form 10 K does not contain any “going concern” or like qualification
or exception (other than a “going concern” or like qualification or exception with respect to an upcoming Maturity
Date hereunder)), together with a management’s discussion and analysis of financial information (which need not be prepared
in accordance with Item 303 of Regulation S-K of the Securities Act);


 


(b)            as
soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the
first three quarterly periods of each fiscal year of the Borrower (or such longer period as would be permitted by the SEC if the
Borrower (or, any Parent whose financial statements satisfy the Borrower’s reporting obligations under this covenant) were
then subject to SEC reporting requirements as a non-accelerated filer), the unaudited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations
and cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the
end of such quarter, setting forth in each case, in comparative form the figures for and as of the corresponding periods of the
previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to
normal year-end audit and other adjustments) (it being agreed that the furnishing of the Borrower’s or any Parent’s
quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Borrower’s obligations under this
subsection 6.1(b) with respect to such quarter), together with a management’s discussion and analysis of financial information
(which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act);


 






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(c)            to the extent applicable, concurrently with any delivery of consolidated financial statements under subsection 6.1(a) or
(b) above, related unaudited condensed consolidating financial statements reflecting the material adjustments necessary (as determined
by the Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from the accounts of the Borrower
and its Restricted Subsidiaries;


 


(d)           all
such financial statements delivered pursuant to subsection 6.1(a) or (b) to be (and, in the case of any financial statements delivered
pursuant to subsection 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) complete and correct in all
material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 6.1(b)
shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods that began on or after the Second Restatement Effective
Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in the case of
any financial statements delivered pursuant to subsection 6.1(b), for the absence of certain notes).


 


If the Borrower satisfies its obligations
under subsections 6.1(a) and 6.1(b) by furnishing the annual or quarterly report of any Parent as provided above, if such
Parent shall not own, directly or indirectly, 100% of the Capital Stock of the Borrower or if such Parent shall hold material assets
or have material operations other than through the Borrower and its Subsidiaries as of the last day of the relevant reporting period,
then such report shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X,
that explains in reasonable detail (as determined in good faith by the Borrower, which determination shall be conclusive) the non-equity
differences between the financial information relating to such Parent and its Subsidiaries, on the one hand, and the information
relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand.


 


6.2           Certificates;
Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to
make and so deliver such copies):


 


(a)           [reserved];


 






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(b)           concurrently
with the delivery of the financial statements and reports referred to in subsections 6.1(a) and (b), a certificate signed
by a Responsible Officer of the Borrower (a “Compliance Certificate”) (i) stating that, to the
best of such Responsible Officer’s knowledge, the Borrower and its Subsidiaries during such period has observed or performed
all of its covenants and other agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents
to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge
of any Default or Event of Default, except, in each case, as specified in such certificate, (ii) setting forth a reasonably
detailed calculation of the Consolidated First Lien Leverage Ratio and the Consolidated Total Leverage Ratio, in each case, for
the Most Recent Four Quarter Period (whether or not the financial covenant in Subsection 7.10 is required to be tested) and (iii) if
(A) delivered with the financial statements required by subsection 6.1(a) and (B) the Consolidated Secured Leverage Ratio
as of the last day of the immediately preceding fiscal year was greater than or equal to the Consolidated Secured Leverage Ratio
that would cause the ECF Percentage to be greater than 0, setting forth in reasonable detail the amount of (and the calculations
required to establish the amount of) Excess Cash Flow for the respective fiscal year covered by such financial statements;


 


(c)            promptly
following any request therefor, (x) such other information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through
the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act;


 


(d)           within
five Business Days after the same are sent, copies of all financial statements and reports which Holding or the Borrower sends
to its public security holders, and within five Business Days after the same are filed, copies of all financial statements and
periodic reports which Holding or the Borrower may file with the SEC or any successor or analogous Governmental Authority;


 


(e)            within
five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which
Holding or the Borrower may file with the SEC or any successor or analogous Governmental Authority , and such other documents
or instruments as may be reasonably requested by the Administrative Agent in connection therewith; and


 


(f)            with
reasonable promptness, such additional 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.


 






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Documents required to be delivered pursuant to subsection 6.1
or this subsection 6.2 may at the Borrower’s option be delivered electronically and, if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
(or Holding’s or any Parent’s) website on the Internet at the website address listed on Schedule 6.2 (or such
other website address as the Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on
which such documents are posted on the Borrower’s (or Holding’s or any Parent’s) behalf on an Internet or intranet
website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored
by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in
accordance with the preceding sentence (other than the posting by the Borrower of any such documents on any website maintained
for or sponsored by the Administrative Agent), the Borrower shall promptly provide the Administrative Agent notice of such delivery
(which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed; provided
that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder.


 


6.3           Payment
of Taxes. Pay, discharge or otherwise satisfy at or before they become delinquent, all its material Taxes, except where the
amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and reserves
in conformity with GAAP with respect thereto have been provided on the books of the Borrower or any of its Restricted Subsidiaries,
as the case may be, and except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have
a Material Adverse Effect.


 


6.4           Maintenance of Existence. Preserve, renew and keep in full force and effect its corporate or other organizational
existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal
conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, except as otherwise expressly permitted
pursuant to subsection 7.3 or 7.4, provided that the Borrower and its Restricted Subsidiaries shall not be required
to maintain any such rights, privileges or franchises and the Borrower’s Restricted Subsidiaries shall not be required to
maintain such existence, if the failure to do so would not reasonably be expected to have a Material Adverse Effect; and comply
with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith, in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.


 


6.5           Maintenance
of Property; Insurance.


 


(a)            Keep
all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition;
use commercially reasonable efforts to (i) maintain with insurance companies insurance on, or self insure, all property
material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business interruption) as are consistent with the past practices
of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a
similar business; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance
carried and (ii) ensure that at all times the Administrative Agent, for the benefit of the Secured Parties, shall
be named as additional insured with respect to liability policies, and the Collateral Agent, for the benefit of the Secured Parties,
shall be named as loss payee with respect to property insurance for the Mortgaged Properties (if any), maintained by the Borrower
and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event of Default shall have occurred and be
continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as loss payee under any such property
insurance maintained by such Loan Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(d)
to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that
the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.


 






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(b)           With
respect to each property of such Loan Parties subject to a Mortgage (if any) acquired after the Second Restatement Effective Date:


 


(i)            If
any portion of any such property is located in an area identified as a special flood hazard area by the Federal Emergency Management
Agency or other applicable agency, such Loan Party shall maintain or cause to be maintained, with a financially sound and reputable
insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated
pursuant to the Flood Insurance Laws and deliver to the Administrative Agent evidence of such compliance in form and substance
reasonably acceptable to the Administrative Agent.


 


(ii)           The
applicable Loan Party promptly shall comply with and conform to (i) all provisions of each such insurance policy,
and (ii) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy,
possession, operation, maintenance, alteration or repair of such property, except for such non-compliance or non-conformity as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Loan Party shall not
use or permit the use of such property in any manner that would reasonably be expected to result in the cancellation of any such
insurance policy or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant
to clause (a) of this subsection 6.5.


 


(iii)          If
any such Loan Party is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of that
would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon 10 days’
written notice to the Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which
such Loan Party had insured such property, and pay the premium or premiums therefore, and the Borrower shall pay or cause to be
paid to the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent with interest from the
time of payment at a rate per annum equal to 2.00%.


 






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(iv)          If
such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $15.0
million the Borrower shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection
with any damage or casualty to any such property shall be applied in the manner specified in subsection 6.5(a).


 


6.6           Inspection
of Property; Books and Records; Discussions. Keep proper books of records and account in which full, complete and correct
entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities; and permit representatives of the Administrative Agent to visit and inspect any of its properties
and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations,
properties and financial and other condition of the Borrower and its Restricted Subsidiaries with officers and employees of the
Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable
time, upon reasonable notice, provided that (a) except during the continuation of an Event of Default, only
one such visit shall be at the Borrower’s expense, and (b) during the continuation of an Event of Default, the
Administrative Agent and its representatives may do any of the foregoing at the Borrower’s expense.


 


6.7           Notices.
Promptly give notice to the Administrative Agent and each Lender of:


 


(a)           as soon as possible after a Responsible Officer of the Borrower knows thereof, the occurrence of any Default or Event of
Default;


 


(b)           as soon as possible after a Responsible Officer of the Borrower knows thereof, any litigation, investigation or proceeding
which may exist at any time between the Borrower or any of its Restricted Subsidiaries and any Governmental Authority, which would
reasonably be expected to be adversely determined and if adversely determined, as the case may be, would reasonably be expected
to have a Material Adverse Effect;


 


(c)           as
soon as possible after a Responsible Officer of the Borrower knows thereof, any litigation or proceeding affecting the Borrower
or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect;


 


(d)           the
following events, as soon as possible and in any event within 30 days after a Responsible Officer of the Borrower or any
of its Restricted Subsidiaries knows thereof: (i) the occurrence or expected occurrence of any Reportable Event with
respect to any Single Employer Plan, a failure to make any required contribution to a Single Employer Plan or Multiemployer Plan,
the creation of any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan or any
withdrawal from, or the full or partial termination, Reorganization or Insolvency of, any Multiemployer Plan; (ii) the
institution of proceedings or the taking of any other formal action by the PBGC or the Borrower or any of its Restricted Subsidiaries
or any Commonly Controlled Entity or any Multiemployer Plan which could reasonably be expected to result in the withdrawal from,
or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; provided, however,
that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated
with all other such events under clause (i) or (ii) above, would be reasonably expected to result in a Material Adverse Effect;


 






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(e)            as
soon as possible after a Responsible Officer of the Borrower knows thereof, (i) any release or discharge by the Borrower
or any of its Restricted Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental
Laws to any Governmental Authority, unless the Borrower reasonably determines that the total Environmental Costs arising out of
such release or discharge would not reasonably be expected to have a Material Adverse Effect; (ii) any condition,
circumstance, occurrence or event not previously disclosed in writing to the Administrative Agent that would reasonably be expected
to result in liability or expense under applicable Environmental Laws, unless the Borrower reasonably determines that the total
Environmental Costs arising out of such condition, circumstance, occurrence or event would not reasonably be expected to have
a Material Adverse Effect, or would not reasonably be expected to result in the imposition of any lien or other material restriction
on the title, ownership or transferability of any facilities and properties owned, leased or operated by the Borrower or any of
its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect; and (iii) any
proposed action to be taken by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to subject
the Borrower or any of its Restricted Subsidiaries to any material additional or different requirements or liabilities under Environmental
Laws, unless the Borrower reasonably determines that the total Environmental Costs arising out of such proposed action would not
reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant to this subsection 6.7
shall be accompanied by a statement of a Responsible Officer of the Borrower (and, if applicable, the relevant Commonly Controlled
Entity or Subsidiary) setting forth details of the occurrence referred to therein and stating what action the Borrower (or, if
applicable, the relevant Commonly Controlled Entity or Subsidiary) proposes to take with respect thereto.


 


6.8           Environmental
Laws. (i) Comply substantially with, and require substantial compliance by all tenants, subtenants, contractors,
and invitees with respect to any property leased or subleased from, or operated by the Borrower or its Restricted Subsidiaries
with, all applicable Environmental Laws including all Environmental Permits and all orders and directions of any Governmental
Authority; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its
operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees
obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and
as planned, with respect to any property leased or subleased from, or operated by the Borrower or its Restricted Subsidiaries.
Noncompliance shall not constitute a breach of this subsection 6.8, provided that, upon learning of any actual or suspected
noncompliance, the Borrower and any such affected Subsidiary shall promptly undertake reasonable efforts, if any, to achieve compliance,
and provided further that in any case such noncompliance would not reasonably be expected to have a Material Adverse Effect.


 






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6.9           After-Acquired
Real Property and Fixtures and Future Subsidiaries.


 


(a)           With
respect to any owned real property or fixtures thereon, in each case with a purchase price or a fair market value at the time
of acquisition of at least $15.0 million in which any Loan Party (and in any event excluding any Foreign Subsidiary and any Excluded
Subsidiary) acquires ownership rights at any time after the Second Restatement Effective Date (or owned by any Subsidiary that
becomes a Loan Party after the Second Restatement Effective Date (and in any event excluding any Foreign Subsidiary and any Excluded
Subsidiary)), promptly grant to the Collateral Agent for the benefit of the Secured Parties, a Lien of record on all such owned
real property and fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent and in accordance
with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA
and a life of loan Federal Emergency Management Agency standard flood hazard determination (and for any such property located
in a special flood hazard zone, together with a notice about special flood hazard area status and flood disaster assistance duly
executed by the Borrower and each Loan Party relating thereto and evidence of flood insurance as required by Section 6.5 hereto));
provided that (i) nothing in this subsection 6.9 shall defer or impair the attachment or perfection of any security
interest in any Collateral covered by any of the Security Documents that would attach or be perfected pursuant to the terms thereof
without action by any Loan Party or any other Person, (ii) no such Lien shall be required to be granted as contemplated
by this subsection 6.9 on any owned real property or fixtures the acquisition of which is or is to be financed or refinanced in
whole or in part through the incurrence of Indebtedness permitted by subsection 7.1, until such Indebtedness is repaid in full
(and not refinanced as permitted by subsection 7.1) or, as the case may be, the Borrower determines not to proceed with such financing
or refinancing and (iii) no Lien shall be required to be granted as contemplated by this subsection 6.9 on any Principal Property
(as defined in the Existing Notes Indenture as in effect on the Second Restatement Effective Date) until (x) such time as the
Existing Notes Indenture ceases to be in full force and effect as a result of the satisfaction and discharge thereof in accordance
with its terms or (y) any Loan Party grants any Lien (other than any Lien arising pursuant to or by reason of any Loan Document)
to any Person on such Principal Property resulting in the Existing Notes becoming equally and ratably secured by such Principal
Property pursuant to Section 5.03 of the Existing Notes Indenture, for so long as the Existing Notes are so secured (and any Lien
granted to the Collateral Agent or any other Secured Party as a result of this clause (y) shall be automatically released once
such Lien is no longer outstanding). In connection with any such grant to the Collateral Agent, for the benefit of the Secured
Parties, of a Lien of record on any such real property in accordance with this subsection, the Borrower or such Restricted Subsidiary
shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and
other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership
rights in such real property or as the Collateral Agent shall reasonably request (in light of the value of such real property
and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether
the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection
with such grant of such Lien in similar circumstances).


 






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(b)           With
respect to any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) (A) created
or acquired subsequent to the Second Restatement Effective Date by the Borrower or any of its Domestic Subsidiaries that are Wholly
Owned Subsidiaries (other than an Excluded Subsidiary), (B) being designated as a Restricted Subsidiary, (C) ceasing
to be an Immaterial Subsidiary, a Foreign Subsidiary Holdco or other Excluded Subsidiary as provided in the applicable definition
thereof after the expiry of any applicable period referred to in such definition or (D) that becomes a Domestic Subsidiary
as a result of a transaction pursuant to, and permitted by, subsection 7.3 or 7.5 (other than an Excluded Subsidiary), promptly
notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly
(i) execute and deliver to the Collateral Agent for the benefit of the Secured Parties such amendments to the Guarantee
and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral
Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent provided in the Guarantee and
Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary; provided that if such Capital Stock constitutes
Restricted Assets (as defined in the Guarantee and Collateral Agreement), then no such security interest on such Capital Stock
shall be required until (x) such time as the Existing Notes Indenture ceases to be in full force and effect as a result of the
satisfaction and discharge thereof in accordance with its terms or (y) any Loan Party grants any Lien (other than any Lien arising
pursuant to or by reason of any Loan Document) to any Person on such Capital Stock resulting in the Existing Notes becoming equally
and ratably secured by such Capital Stock pursuant to Section 5.03 of the Existing Notes Indenture, for so long as the Existing
Notes are so secured (and any Lien granted to the Collateral Agent or any other Secured Party as a result of this clause (y) shall
be automatically released once such Lien is no longer outstanding), (ii) deliver to the Collateral Agent or to such
agent therefor as may be provided by any Intercreditor Agreement or any Other Intercreditor Agreement, the certificates (if any)
representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer
of the parent of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become
a party to the Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral
Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement in such new Domestic Subsidiary’s
Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the Guarantee
and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by
the Collateral Agent. In addition, the Borrower may cause any Subsidiary that is not required to become a Subsidiary Guarantor
to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guaranty so long as any Foreign Subsidiary is reasonably
satisfactory to the Administrative Agent and such Foreign Subsidiary is organized in a jurisdiction listed on Schedule C-2
or another jurisdiction reasonably satisfactory to the Administrative Agent.


 






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(c)           With
respect to any Foreign Subsidiary or Domestic Subsidiary that is a Non-Wholly Owned Subsidiary created or acquired subsequent
to the Second Restatement Effective Date by the Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries
(in each case, other than any Excluded Subsidiary), the Capital Stock of which is owned directly by the Borrower or a Domestic
Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary), promptly notify the Administrative Agent of
such occurrence and if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to
the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent
shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Secured Parties,
a perfected security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of
such new Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary that is a Wholly Owned Subsidiary (other
than an Excluded Subsidiary); provided that if such Capital Stock constitutes Restricted Assets (as defined in the Guarantee
and Collateral Agreement), then no such security interest on such Capital Stock shall be required until (x) such time as the Existing
Notes Indenture ceases to be in full force and effect as a result of the satisfaction and discharge thereof in accordance with
its terms or (y) any Loan Party grants any Lien (other than any Lien arising pursuant to or by reason of any Loan Document) to
any Person on such Capital Stock resulting in the Existing Notes becoming equally and ratably secured by such Capital Stock pursuant
to Section 5.03 of the Existing Notes Indenture, for so long as the Existing Notes are so secured (and any Lien granted to the
Collateral Agent or any other Secured Party as a result of this clause (y) shall be automatically released once such Lien is no
longer outstanding), and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral
Agent or to any agent therefor as provided by any Intercreditor Agreement or any Other Intercreditor Agreement, the certificates,
if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized
officer of the relevant parent of such new Subsidiary and take such other action as may be reasonably deemed by the Collateral
Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein (in each case as and to the
extent required by the Guarantee and Collateral Agreement); provided that in either case in no event shall more than 65.0%
of the Capital Stock of any such new Foreign Subsidiary be required to be so pledged and, provided, further, that
no such pledge or security shall be required with respect to any Non-Wholly Owned Subsidiary to the extent that the grant of such
pledge or security interest would violate the terms of any agreements under which the Investment by the Borrower or any of its
Subsidiaries was made therein.


 


(d)           At
its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register,
file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to
be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority
of the foregoing Liens or any other Liens created pursuant to the Security Documents (to the extent the Collateral Agent determines,
in its reasonable discretion, that such action is required to ensure the perfection or the enforceability as against third parties
of its security interest in such Collateral) in each case in accordance with, and to the extent required by, the Guarantee and
Collateral Agreement).


 






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(e)           Notwithstanding anything to the contrary in this Agreement, nothing in this subsection 6.9 shall require that any Loan Party
grant a Lien with respect to any owned real property or fixtures in which such Subsidiary acquires ownership rights to the extent
that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.


 


(f)            Notwithstanding
anything to the contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of any Intercreditor
Agreement or any Other Intercreditor Agreement and, in the event of any conflict with such terms, the terms of such Intercreditor
Agreement or any Other Intercreditor Agreement, as applicable, shall control, (B) no security interest or lien is
or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of Holding, the Borrower
or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset, (C) no Loan Party (other
than a Foreign Subsidiary Borrower or other Loan Party organized in a non-U.S. jurisdiction) or any Affiliate thereof shall be
required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create
any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood
that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (D)
to the extent not automatically perfected by filings under the Uniform Commercial Code of each applicable jurisdiction, no Loan
Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically
requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts, but excluding Capital
Stock required to be delivered pursuant to subsections 6.9(b) and (c) above), and (E) nothing in this subsection 6.9
shall require that any Subsidiary grant a Lien with respect to any property or assets in which such Subsidiary acquires ownership
rights to the extent that the Borrower and the Administrative Agent reasonably determine in writing that the costs or other consequences
to Holdings or any of its Subsidiaries of the granting of such a Lien is excessive in view of the benefits that would be obtained
by the Secured Parties.


 


(g)           Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, (x) nothing in this subsection 6.9 (or in any other provision
of this Agreement or any other Loan Document) shall require any Loan Party to grant or maintain any security interest or Lien
in respect of any asset as a result of which the Existing Notes would be required to be equally and ratably secured pursuant to
Section 5.03 of the Existing Notes Indenture as in effect on the Second Restatement Effective Date, unless and until (i) the Existing
Notes Indenture ceases to be in full force and effect as a result of the satisfaction and discharge thereof in accordance with
its terms or (ii) such Loan Party grants any Lien (other than any Lien arising pursuant to or by reason of any Loan Document)
to any Person on such asset resulting in the Existing Notes becoming equally and ratably secured by such asset pursuant to Section
5.03 of the Existing Notes Indenture, for so long as the Existing Notes are so secured (and any Lien granted to the Collateral
Agent or any other Secured Party as a result of this clause (ii) shall be automatically released once such Lien is no longer outstanding)
and (y) the Collateral Agent and each other Secured Party shall take such action to evidence the absence or termination of any
security interest or Lien that would give rise to such requirement, or that arises as a result of any Lien referred to in the
foregoing clause (ii) once such Lien is no longer outstanding, as the Borrower may reasonably request.


 






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SECTION 7    NEGATIVE
COVENANTS. The Borrower hereby agrees that, from and after the Second Restatement Effective Date and so long as Revolving
Commitments remain in effect, and thereafter until payment in full of the Loans, all Reimbursement Obligations and any other amount
then due and owing to any Lender or any Agent hereunder and under any Note and the termination or expiration of all Letters of
Credit (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent):


 


7.1           Limitation
on Indebtedness.


 


(a)          The
Borrower will not, and will not permit any Material Restricted Subsidiary to Incur any Indebtedness; provided, however,
that (x) the Borrower or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness,
after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00 and
(y) the aggregate principal amount of Indebtedness Incurred pursuant to the preceding clause (x) by Restricted Subsidiaries that
are not Subsidiary Guarantors shall not exceed the greater of $200.0 million and 15.5% of Consolidated Tangible Assets at any
time outstanding.


 


(b)           Notwithstanding
the foregoing paragraph (a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness:


 


(i)            Indebtedness
Incurred pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers’ acceptances
issued or created thereunder) and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing),
in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding
in the aggregate the amount equal to the sum of (A) $1,000 million, plus (B) an amount not in excess of
the Maximum Incremental Facilities Amount (provided that any such Indebtedness Incurred in the form of term loans secured
on a pari passu basis by the same Collateral securing the Senior Credit Facility Obligations shall be subject to clause
(v) of the proviso to Section 2.9(d)) plus (C) in the event of any refinancing of any such Indebtedness, the aggregate
amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;


 






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(ii)           Indebtedness
(A) of any Restricted Subsidiary to the Borrower or (B) of the Borrower or any Restricted Subsidiary to
any Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary
to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any other subsequent transfer of such Indebtedness (except to the Borrower or a Restricted Subsidiary) will be deemed, in each
case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this subsection 7.1(b)(ii);


 


(iii)          Indebtedness
represented by the Senior Notes issued on the Second Restatement Effective Date (and any Senior Notes issued in respect thereof
or in exchange therefor), any Indebtedness (other than the Indebtedness described in clause (ii) above) outstanding on the
Second Restatement Effective Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this subsection
7.1(b)(iii) or subsection 7.1(a) above;


 


(iv)          Purchase
Money Obligations, Capitalized Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto; provided
that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock
of any Person at any time outstanding pursuant to this clause shall not exceed an amount equal to the greater of $175.0 million
and 13.25% of Consolidated Tangible Assets;


 


(v)           Indebtedness
(A) supported by a letter of credit issued pursuant to any Credit Facility in a principal amount not exceeding the
face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors
of the Borrower or any of its Restricted Subsidiaries;


 


(vi)          (A) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability
of the Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary,
as the case may be, in violation of this subsection 7.1), or (B) without limiting subsection 7.2, Indebtedness
of the Borrower or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness
of the Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary,
as the case may be, in violation of this subsection 7.1);


 



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(vii)         Indebtedness
of the Borrower or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument
drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of its Incurrence,
or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments,
or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person;


 


(viii)       
Indebtedness of the Borrower or any Restricted Subsidiary in respect of (A) letters of credit, bankers’
acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary
course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’
compensation statutes), or (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar
bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course
of business, including in respect of liabilities or obligations of franchisees or (C) Hedging Obligations, entered
into for bona fide hedging purposes, or (D) the financing of insurance premiums in the ordinary course of business,
or (E) take-or-pay obligations under supply arrangements incurred in the ordinary course of business, or (F)
netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Borrower or
any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement;


 


(ix)           Indebtedness
(A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred
in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided
that (1) such Indebtedness is not recourse to the Borrower or any Restricted Subsidiary that is not a Special
Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness
shall become recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect
to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Borrower as,
Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this subsection 7.1 for
so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness
shall comply with the provisions of the preceding subclause (1), the Borrower may classify such Indebtedness in whole or in part
as Incurred under this subsection 7.1(b)(ix);


 


(x)            [Reserved];


 


(xi)           Indebtedness
of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount
equal to the greater of (x) $25.0 million and (y) (A) (1) the Foreign Borrowing Base less (2)
the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Foreign Subsidiaries and then
outstanding pursuant to clause (ix) of this subsection 7.1(b) plus (B) in the event of any refinancing of any Indebtedness
Incurred under this clause (xi), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred
in connection with such refinancing;


 






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(xii)          Contribution
Indebtedness and any Refinancing Indebtedness with respect thereto;


 


(xiii)         Indebtedness
of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection
with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with
or into or from the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated
with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition,
merger or consolidation), provided that on the date of such acquisition, merger or consolidation, after giving effect thereto,
either (1)  the Borrower would have a Consolidated Total Leverage Ratio equal to or less than 6.00:1.00 or (2) the
Consolidated Total Leverage Ratio of the Borrower would equal or be less than the Consolidated Total Leverage Ratio of the Borrower
immediately prior to giving effect thereto; provided, further, that if, at the Borrower’s option, on the date
of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness,
pro forma effect is given to the Incurrence of the entire committed amount of such Indebtedness, such committed amount may thereafter
be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (xiii); and
any Refinancing Indebtedness with respect to any such Indebtedness;


 


(xiv)         Indebtedness
of the Borrower or any Restricted Subsidiary Incurred as consideration in connection with, or otherwise to finance, any acquisition
of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into or from the
Borrower or any Restricted Subsidiary and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount
at any time outstanding not exceeding an amount equal to the greater of $200.0 million and 15.5% of Consolidated Tangible Assets;


 


(xv)          Indebtedness
issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with paragraph (a) above, and any
Refinancing Indebtedness with respect thereto; and


 


(xvi)         Indebtedness
of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount
equal to the greater of $250.0 million and 19% of Consolidated Tangible Assets.


 






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(c)           For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this subsection 7.1, (i) any other obligation of the obligor on such Indebtedness (or of
any other Person who could have Incurred such Indebtedness under this subsection 7.1) arising under any Guarantee, Lien or
letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded
to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation
secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant to subsection
7.1(b) meets the criteria of more than one of the types of Indebtedness described in subsection 7.1(b) above, the Borrower, in
its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one
or more of the clauses of subsection 7.1(b) (including in part under one such clause and in part under another such clause); provided
that (if the Borrower shall so determine) any Indebtedness Incurred pursuant to clause (b)(xvi) of this subsection 7.1 or
clause (b)(iv) of this subsection 7.1 as limited by the proviso thereto, shall, at the Borrower’s election, cease to be
deemed Incurred or outstanding for purposes of such clause but shall be deemed Incurred for the purposes of paragraph (a) of this
subsection 7.1 from and after the first date on which such Restricted Subsidiary could have Incurred such Indebtedness under paragraph
(a) of this subsection 7.1 without reliance on such clause; (iii) in the event that Indebtedness could be Incurred in part
under subsection 7.1(a), the Borrower, in its sole discretion, may classify a portion of such Indebtedness as having been Incurred
under subsection 7.1(a) and the remainder of such Indebtedness as having been Incurred under subsection 7.1(b); (iv) the
amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability
in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness outstanding under any clause
of paragraph (b) above, including for purposes of any determination of the “Maximum Incremental Facilities Amount,”
shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness
and (vi) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred in reliance on a basket measured
by reference to a percentage of Consolidated Tangible Assets at the time of Incurrence, and such refinancing would cause the percentage
of Consolidated Tangible Assets restriction to be exceeded if calculated based on the Consolidated Tangible Assets on the date
of such refinancing, such percentage of Consolidated Tangible Assets restriction shall not be deemed to be exceeded so long as
the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced,
plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and
unpaid interest) Incurred or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness
Incurred by the Borrower on the Second Restatement Effective Date under this Agreement shall be classified as Incurred under subsection
7.1(b), and not under subsection 7.1(a).


 






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(d)           For
purposes of determining compliance with any Dollar denominated restriction on the Incurrence of Indebtedness denominated in a
foreign currency, the Dollar-equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based
on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness,
or first committed, in the case of revolving credit Indebtedness, provided that (x) the Dollar-equivalent principal
amount of any such Indebtedness outstanding on the Second Restatement Effective Date shall be calculated based on the relevant
currency exchange rate in effect on the Second Restatement Effective Date, (y) if such Indebtedness is Incurred to refinance
other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being Incurred), and
such refinancing would cause the applicable Dollar denominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed
principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and (z) the
Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to this Agreement shall
be calculated based on the relevant currency exchange rate in effect on, at the Borrower’s option, (i) the Second
Restatement Effective Date, (ii) any date on which any of the respective commitments under this Agreement shall be reallocated
between or among facilities or subfacilities hereunder or thereunder, or on which such rate is otherwise calculated for any purpose
thereunder, or (iii) the date of such Incurrence. 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.


 


7.2           Limitation
on Liens. The Borrower shall not, and shall not permit any Material Restricted Subsidiary to, directly or indirectly, create
or permit to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, securing any Indebtedness,
except for the following Liens:


 


(a)           Liens
for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not
reasonably be expected to have a material adverse effect on the Borrower and its Restricted Subsidiaries or that are being contested
in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower
or a Subsidiary thereof, as the case may be, in accordance with GAAP;


 


(b)           carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that
are bonded or that are being contested in good faith and by appropriate proceedings;


 


(c)           pledges,
deposits or Liens in connection with workers’ compensation, unemployment insurance and other social security and other similar
legislation or other insurance related obligations (including, without limitation, pledges or deposits securing liability to insurance
carriers under insurance or self-insurance arrangements);


 






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(d)           pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money),
obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance
bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course
of business;


 


(e)           easements
(including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases
granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct
of the business of the Borrower and its Restricted Subsidiaries, taken as a whole;


 


(f)            Liens
existing on, or provided for under written arrangements existing on, the Second Restatement Effective Date, which Liens or arrangements
are set forth on Schedule 7.2, or (in the case of any such Liens securing Indebtedness of the Borrower or any of its Subsidiaries
existing or arising under written arrangements existing on the Second Restatement Effective Date) securing any Refinancing Indebtedness
in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or
under such written arrangements could secure) the original Indebtedness;


 


(g)           (i)
mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer,
landlord or other third party on property over which the Borrower or any Restricted Subsidiary has easement rights or on any leased
property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings
affecting any real property;


 


(h)           Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Purchase
Money Obligations or Capitalized Lease Obligations Incurred in compliance with subsection 7.1;


 


(i)            Liens
arising out of judgments, decrees, orders or awards in respect of which the Borrower or any Restricted Subsidiary shall in good
faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated,
or if the period within which such appeal or proceedings may be initiated shall not have expired;


 


(j)            leases,
subleases, licenses or sublicenses to or from third parties;


 






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(k)           Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (i) Indebtedness Incurred
in compliance with subsection 7.1(b)(i), (iii) (other than the Senior Notes and Refinancing Indebtedness Incurred in respect of
Indebtedness Incurred in compliance with subsection 7.1(a)), (iv), (v), (vii), (viii), (ix) or (xi), (ii) Credit Facility
Indebtedness Incurred in compliance with subsection 7.1(b)(xii), (xiv) or (xvi), (iii) Indebtedness of any Restricted Subsidiary
that is not a Subsidiary Guarantor, (iv) Indebtedness or other obligations of any Special Purpose Entity or (v)
obligations in respect of Management Advances, in each case under the foregoing clauses (i) through (v) including Liens securing
any Guarantee of any thereof;


 


(l)            Liens
existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Borrower (or at the time the Borrower
or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with
or into or from the Borrower or any Restricted Subsidiary); provided, however, that such Liens are not created in
connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or
assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose,
could secure) the obligations to which such Liens relate; provided further, that for purposes of this clause (l),
if a Person other than the Borrower is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become
a Subsidiary of the Borrower, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the
Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;


 


(m)          Liens
on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations
of such Unrestricted Subsidiary;


 


(n)           any
encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with
respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(o)           Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred
in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole
or in part) of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to
all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof)
that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such
Liens relate;


 






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(p)           Liens (i) arising by operation of law (or by agreement to the same effect) in the ordinary course of business,
(ii) on property or assets under construction (and related rights) in favor of a contractor or developer or arising
from progress or partial payments by a third party relating to such property or assets, (iii) on receivables (including
related rights), (iv) on cash set aside at the time of the Incurrence of any Indebtedness or government securities
purchased with such cash, in either case to the extent that such cash or government securities pre-fund the payment of interest
on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (v) securing
or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities
(including in connection with purchase orders and other agreements with customers), (vi) in favor of the Borrower or
any Subsidiary (other than Liens on property or assets of the Borrower or any Subsidiary Guarantor in favor of any Subsidiary that
is not a Subsidiary Guarantor), (vii) arising out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into in the ordinary course of business, (viii) on inventory or other goods and proceeds
securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase, shipment or storage
of such inventory or other goods, (ix) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft,
cash pooling or similar obligations incurred in the ordinary course of business, (x) attaching to commodity trading
or other brokerage accounts incurred in the ordinary course of business, (xi) arising in connection with repurchase
agreements permitted under subsection 7.1, on assets that are the subject of such repurchase agreements, or (xii) in
favor of any Special Purpose Entity in connection with any Financing Disposition;


 


(q)           other
Liens securing obligations incurred in the ordinary course of business, which obligations do not exceed the greater of $75 million
and 5.75 % of Consolidated Tangible Assets at the time of incurrence of such obligation; and


 


(r)            Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance
with subsection 7.1, provided that (i) on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence
(or on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment
to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount, in which case
such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance
with this clause) after giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness),
the Consolidated Secured Leverage Ratio shall not exceed 2.75:1.00 and (ii) if such Liens rank junior to the Liens on such Collateral
in relation to the Lien securing the Loans and the Subsidiary Guarantees, as applicable, such Liens (and related Obligations)
are subject to an Intercreditor Agreement or an Other Intercreditor Agreement.


 






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For purposes of determining compliance with this subsection
7.2, (v) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this subsection 7.2 but
may be incurred under any combination of such categories (including in part under one such category and in part under any other
such category), (w) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted
Liens, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that
complies with this subsection 7.2; (x) in the event that a portion of Indebtedness secured by a Lien could be classified as secured
in part pursuant to clause (k)(i) above in respect of Indebtedness Incurred pursuant to subsection 7.1(b)(i) and clause (i) of
the definition of “Maximum Incremental Facilities Amount” (giving effect to the Incurrence of such portion of such
Indebtedness), the Borrower, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect
thereof) as having been secured pursuant to clause (k)(i) above in respect of Indebtedness Incurred pursuant to subsection 7.1(b)(i)
and clause (i) of the definition of “Maximum Incremental Facilities Amount” and the remainder of the Indebtedness as
having been secured pursuant to one or more of the other clauses of this definition (other than clause (r)), (y) in the event that
a portion of Indebtedness secured by a Lien could be classified in part pursuant to clause (r) above (giving effect to the Incurrence
of such portion of Indebtedness), the Borrower, in its sole discretion, may classify such portion of Indebtedness (and any Obligations
in respect thereof) as having been secured pursuant to clause (r) above and the remainder of the Indebtedness as having been secured
pursuant to one or more of the other clauses of this definition (other than clause (k)(i) above in respect of Indebtedness Incurred
pursuant to subsection 7.1(b)(i) and clause (i) of the definition of “Maximum Incremental Facilities Amount”) and (z)
if any Liens securing Indebtedness are Incurred to refinance Liens securing Indebtedness initially Incurred in reliance on a basket
measured by reference to a percentage of Consolidated Tangible Assets at the time of Incurrence, and such refinancing would cause
the percentage of Consolidated Tangible Assets restriction to be exceeded if calculated based on the Consolidated Tangible Assets
on the date of such refinancing, such percentage of Consolidated Tangible Assets restriction shall not be deemed to be exceeded
so long as the principal amount of such Indebtedness secured by such Liens does not exceed the principal amount of such Indebtedness
secured by such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs
and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing.


 


7.3           Limitation
on Fundamental Changes.


 


(a)           The
Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to,
any Person, unless:


 


(i)            the
resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not
the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it
is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in
form reasonably satisfactory to the Administrative Agent;


 






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(ii)           immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or
any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted
Subsidiary at the time of such transaction), no Default will have occurred and be continuing;


 


(iii)          immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor
Company with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to subsection 7.1(a), or (B) the
Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Company with respect thereto) would equal or exceed
the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction;


 


(iv)          each
applicable Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations
under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or
merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent,
confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with
such transaction);


 


(v)           to
the extent required to be Collateral pursuant to the terms of the Security Documents and this Agreement, the Collateral owned
by the Successor Company will (a) continue to constitute Collateral under the Security Documents and (b) be
subject to a Lien in favor of the Collateral Agent;


 


(vi)          the
Borrower will have delivered to the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion each
to the effect that such consolidation, merger or transfer complies with the provisions described in this paragraph, provided
that (x) in giving such opinion such counsel may rely on such certificate of such Responsible Officer as to compliance
with the foregoing clauses (ii) and (iii) of this subsection 7.3(a) and as to any matters of fact, and (y) no
such legal opinion will be required for a consolidation, merger or transfer described in clause (d) of this subsection 7.3;
and


 


(vii)         the Borrower shall have provided any documentation and other information about the Successor Company to the extent reasonably
requested in writing promptly, and in any case within one Business Day following the delivery of the certificate in clause (vi)
above, by any Lender or Issuing Bank through the Administrative Agent that such Lender or Issuing Bank shall have reasonably determined
is required by law (including applicable “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act).


 






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(b)           Any
Indebtedness that becomes an obligation of the Borrower (or, if applicable, the Successor Company with respect thereto) or any
Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as
a result of any such transaction undertaken in compliance with this subsection 7.3, and any Refinancing Indebtedness with respect
thereto, shall be deemed to have been Incurred in compliance with subsection 7.1.


 


(c)           Upon any transaction involving the Borrower in accordance with subsection 7.3(a) in which the Borrower is not the Successor
Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Borrower
under the Loan Documents, and thereafter the predecessor Borrower shall be relieved of all obligations and covenants under this
Agreement, except that the predecessor Borrower in the case of a lease of all or substantially all its assets will not be released
from the obligation to pay the principal of and interest on the Loans and Reimbursement Obligations.


 


(d)           Clauses
(ii) and (iii) of subsection 7.3(a) will not apply to any transaction in which the Borrower consolidates or merges with or into
or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for
the purpose of reincorporating or reorganizing the Borrower in another jurisdiction or changing its legal structure to a corporation
or other entity or (y) a Restricted Subsidiary of the Borrower so long as all assets of the Borrower and its Restricted
Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such
Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Subsection 7.3(a) will not apply
to (l) any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part
of its assets to the Borrower or (2) the Transactions.


 


7.4           Limitation
on Asset Dispositions; Proceeds from Asset Dispositions and Recovery Events.


 


(a)           The
Borrower will not, and will not permit any Material Restricted Subsidiary to, make any Asset Disposition unless:


 


(i)            the
Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair
market value of the shares and assets subject to such Asset Disposition, as such fair market value (on the date a legally binding
commitment for such Asset Disposition was entered into) may be determined in good faith by the Borrower (and shall be determined,
to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of
$70.0 million), which determination shall be conclusive (including as to the value of all non-cash consideration),


 






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(ii)           in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value (on the date a
legally binding commitment for such Asset Disposition was entered into) of $50.0 million or more, at least 75% of the consideration
therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of
relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness)
received by the Borrower or such Restricted Subsidiary is in the form of cash, and


 


(iii)          to
the extent required by subsection 7.4(b), an amount equal to 100.0% (as may be adjusted pursuant to the final proviso of this
subsection 7.4(b)) of the Net Available Cash from such Asset Disposition is applied by the Borrower (or any Restricted Subsidiary,
as the case may be) as provided in such subsection.


 


(b)           In the event that on or after the Second Restatement Effective Date, (x) the Borrower or any Restricted Subsidiary
shall make an Asset Disposition or (y) a Recovery Event shall occur, an amount equal to 100.0% (as may be adjusted
pursuant to the final proviso of this subsection 7.4(b)) of the Net Available Cash from such Asset Disposition or Recovery
Event shall be applied by the Borrower (or any Restricted Subsidiary, as the case may be) as follows:


 


(i)            first,
(x) to the extent the Borrower or such Restricted Subsidiary elects, to reinvest or commit to reinvest in the business
of the Borrower and its Restricted Subsidiaries (including any investment in Additional Assets by the Borrower or any Restricted
Subsidiary) within 450 days from the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the
date of receipt of such Net Available Cash (or, if such reinvestment is in a project authorized by the Board of Directors that
will take longer than such 450 days to complete, the period of time necessary to complete such project) or (y) in
the case of any Asset Disposition by any Restricted Subsidiary that is not a Subsidiary Guarantor, to the extent that the Borrower
or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness of any Restricted Subsidiary that is not
a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or (in the case of letters of credit, bankers’
acceptances or other similar instruments) cash collateralize any such Indebtedness (in each case other than Indebtedness owed
to the Borrower or a Restricted Subsidiary) within 450 days after the later of the date of such Asset Disposition and the date
of receipt of such Net Available Cash,


 


(ii)           second, to the extent of the balance of such Net Available Cash after application in accordance with clause (i)
above, within the longest of (1) 10 Business Days of determination of such balance, (2) the time required
under any other Indebtedness prepaid, repaid or purchased pursuant to this clause (ii), and (3) the time required by
applicable law, toward the prepayment of the Term Loans and (to the extent the Borrower or any Restricted Subsidiary is required
by the terms thereof) to prepay, repay or purchase other Additional Indebtedness that is Pari Passu Indebtedness on a pro rata
basis with the Term Loans, in accordance with subsection 3.4(d) (and subject to subsections 3.4(e) and 3.4(f) thereof)
or the agreements or instruments governing such other Additional Indebtedness; and


 






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(iii)          third,
to the extent of the balance of such Net Available Cash after application in accordance with clauses (i) and (ii) above
(including without limitation an amount equal to the amount of any prepayment otherwise contemplated by clause (ii) above in connection
with such Asset Disposition or Recovery Event that is declined by any Lender), to fund any general corporate purposes (including
but not limited to the repayment of Loans or Subordinated Obligations) (to the extent consistent with any other applicable provision
of this Agreement);


 


provided, however, that (x) the Borrower (or any
Restricted Subsidiary, as the case may be) may elect to reinvest or commit to reinvest pursuant to clause (i) above prior to receiving
the Net Available Cash attributable to any given Asset Disposition (provided that such investment shall be made no earlier
than the earliest of notice to the Administrative Agent of the relevant Asset Disposition, execution of a definitive agreement
for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied
pursuant to and in accordance with clause (A)(y) above with respect to such Asset Disposition and (y) that the percentage first
set forth above in this subsection 7.4(b) shall be reduced to 50.0% if the Consolidated Total Leverage Ratio at the time of
such Asset Disposition (or, at the Borrower’s option, on the date a legally binding commitment for such Asset Disposition
was entered into) is less than or equal to 3.00:1.00 after giving pro forma effect to the application of such Net Available Cash
as set forth herein (any Net Available Cash in respect of Asset Dispositions not required to be applied in accordance with this
clause (y) as a result of the application of this proviso shall collectively constitute “Leverage Excess Proceeds”).


 


(c)           Notwithstanding
the foregoing provisions of this subsection 7.4, the Borrower and its Restricted Subsidiaries shall not be required to apply any
Net Available Cash or equivalent amount in accordance with this subsection 7.4 (x) except to the extent that the aggregate
Net Available Cash from all Asset Dispositions and Recovery Events or equivalent amount that is not applied in accordance with
this subsection 7.4 (excluding all Leverage Excess Proceeds) exceeds $50.0 million and (y) in the case of
any Asset Disposition by, or Recovery Event relating to any asset of, any Restricted Subsidiary that is not a Subsidiary Guarantor,
to the extent that (i) any Net Available Cash from such Asset Disposition or Recovery Event is subject to any restriction
on the transfer of all or any portion thereof directly or indirectly to the Borrower, including by reason of applicable law or
agreement (other than any agreement entered into primarily for the purpose of imposing such a restriction) or (ii) in
the good faith determination of the Borrower (which determination shall be conclusive) the transfer of all or any portion of any
Net Available Cash from such Asset Disposition directly or indirectly to the Borrower could reasonably be expected to give rise
to or result in (A) any violation of applicable law, (B) any liability (criminal, civil, administrative
or other) for any of the officers, directors or shareholders of the Borrower, any Restricted Subsidiary or any Parent, (C) any
violation of the provisions of any joint venture or other material agreement governing or binding upon the Borrower or any Restricted
Subsidiary, (D) any material risk of any such violation or liability referred to in any of the preceding clauses (A),
(B) and (C), (E) any adverse tax consequence for the Borrower or any Restricted Subsidiary, or (F) any
cost, expense, liability or obligation (including, without limitation, any Tax) other than routine and immaterial out-of-pocket
expenses.


 






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(d)           For
the purposes of subsection 7.4(a)(ii) above, the following are deemed to be cash: (1) Temporary Cash Investments and
Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower)
or any Restricted Subsidiary and the release of the Borrower or such Restricted Subsidiary from all liability on payment of the
principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted
Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Borrower and
each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection
with such Asset Disposition, (4) securities received by the Borrower or any Restricted Subsidiary from the transferee
that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration
consisting of Indebtedness of the Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any
Designated Noncash Consideration received by the Borrower or any of its Restricted Subsidiaries in an Asset Disposition having
an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause,
not to exceed an aggregate amount at any time outstanding equal to the greater of $125.0 million and 10.0 % of Consolidated
Tangible Assets (with the Fair Market Value of each item of Designated Noncash Consideration being measured on the date a legally
binding commitment for such Asset Disposition (or if later, for the payment of such item) was entered into and without giving
effect to subsequent changes in value).


 


7.5           Limitation on Dividends and Other Restricted Payments.


 


(a)           The
Borrower shall not, and shall not permit any Material Restricted Subsidiary to, directly or indirectly, (i) declare
or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with
any merger or consolidation to which the Borrower is a party) except (x) dividends or distributions payable solely
in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Borrower or
any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders
of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise
acquire for value any Capital Stock of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary (other
than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion
of the exercise price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire
or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment any Subordinated Obligations
(other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase,
repurchase, redemption, defeasance or other acquisition or retirement) or (iv) make any Investment (other than a Permitted
Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or
retirement or Investment being herein referred to as a “Restricted Payment”), if at the time the Borrower or
such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto:


 






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(1)           An
Event of Default under subsection 8.1(a), (c), (e), (f), (h), (i), (j) or (k) or another Event of Default known to the Borrower
shall have occurred and be continuing (or would result therefrom);


 


(2)           the
Borrower could not Incur at least an additional $1.00 of Indebtedness pursuant to subsection 7.1(a); or


 


(3)           the
aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash,
to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution
of the Board of Directors) declared or made subsequent to July 1, 2014 (including Restricted Payments under the Existing Credit
Agreement) and then outstanding would exceed, without duplication, the sum of:


 


(A)          50%
of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on April 1, 2014 to the
end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements
of the Borrower are available (or, in case such Consolidated Net Income shall be a negative number, 100% of such negative number);


 


(B)           the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Borrower) of property or assets received (x) by
the Borrower as capital contributions to the Borrower after July 1, 2014 or from the issuance or sale (other than to a Restricted
Subsidiary) of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) after July 1, 2014 (other than
Excluded Contributions, Contribution Amounts and Cure Amounts) or (y) by the Borrower or any Restricted Subsidiary
from the Incurrence by the Borrower or any Restricted Subsidiary after July 1, 2014 of Indebtedness that shall have been converted
into or exchanged for Capital Stock of the Borrower (other than Disqualified Stock or Designated Preferred Stock) or Capital Stock
of any Parent, plus the amount of any cash and the fair value (as determined in good faith by the Borrower) of any property
or assets, received by the Borrower or any Restricted Subsidiary upon such conversion or exchange;


 






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(C)           (i) the
aggregate amount of cash and the fair value (as determined in good faith by the Borrower) of any property or assets received after
July 1, 2014, from dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers
of assets to the Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions
related to dividends or other distributions made pursuant to subsection 7.5(b)(x) below, plus (ii) the
aggregate amount resulting from the redesignation after July 1, 2014, of any Unrestricted Subsidiary as a Restricted Subsidiary
(valued in each case as provided in the definition of “Investment”);


 


(D)           in
the case of any disposition or repayment of any Investment after July 1, 2014, constituting a Restricted Payment (without duplication
of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments),
the aggregate amount of cash and the fair value (as determined in good faith by the Borrower) of any property or assets received
by the Borrower or a Restricted Subsidiary after July 1, 2014, with respect to all such dispositions and repayments; and


 


(E)            $25,000,000.


 


(b)           The
provisions of subsection 7.5(a) above do not prohibit any of the following (each, a “Permitted Payment”):


 


(i)            (x) any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Borrower (“Treasury
Capital Stock”) or Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of
a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out
of the proceeds of the issuance or sale of, Capital Stock of the Borrower (other than Disqualified Stock and other than Capital
Stock issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to the Borrower,
in each case other than Excluded Contributions, Contribution Amounts and Cure Amounts; provided that the Net Cash Proceeds
from such issuance, sale or capital contribution shall be excluded in subsequent calculations under subsection 7.5(a)(3)(B)
above and (y) if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon
were permitted pursuant to subsection 7.5(b)(xv), dividends on such Refunding Capital Stock in an aggregate amount per annum
not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock;


 


(ii)           any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (w) made
by exchange for, or out of the proceeds of the Incurrence of, Indebtedness of the Borrower or Refinancing Indebtedness, in each
case Incurred in compliance with subsection 7.1, (x) [reserved] (y) following the occurrence of a Change of
Control (or other similar event described therein as a “change of control”) but only if the Borrower shall have made
payment in full of all of the Loans and terminated the Revolving Commitments, or made a Change of Control Offer or (z) constituting
Acquired Indebtedness;


 






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(iii)          any
dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof,
as applicable, if at such date of declaration or notice such dividend or redemption would have complied with subsection 7.5(a)
above;


 


(iv)          Investments or other Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded
Contributions;


 


(v)           loans,
advances, dividends or distributions by the Borrower to any Parent to permit any Parent to repurchase or otherwise acquire its
Capital Stock (including any options, warrants or other rights in respect thereof), such payments, loans, advances, dividends
or distributions not to exceed an amount (net of repayments of any such loans or advances) equal to (x) (1) $30.0 million,
plus (2) $10.0 million multiplied by the number of calendar years that have commenced since July 1, 2014, plus
(y) the cash proceeds of key man life insurance policies received by the Borrower or any Restricted Subsidiary
(or by any Parent and contributed to the Borrower) since July 1, 2014, to the extent such cash proceeds are not included in any
calculation under subsection 7.5(a)(3)(A) above];


 


(vi)          the
payment by the Borrower of, or loans, advances, dividends or distributions by the Borrower to any Parent to pay, dividends on
the common stock, units or equity of the Borrower or any Parent in an amount not to exceed in any fiscal year of the Borrower 6.0%
of Market Capitalization of the Borrower;


 


(vii)         Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments
of any such loans or advances) equal to the greater of $100.0 million and 7.75% of Consolidated Tangible Assets;


 


(viii)       
loans, advances, dividends or distributions to any Parent or other payments by the Borrower or any Restricted Subsidiary
(A) to satisfy or permit any Parent to satisfy obligations under the Management Agreements, (B) pursuant
to the Tax Sharing Agreement, or (C) to pay or permit any Parent to pay any Parent Expenses or any Related Taxes;


 






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(ix)          payments
by the Borrower, or loans, advances, dividends or distributions by the Borrower to any Parent to make payments, to holders of
Capital Stock of the Borrower or any Parent in lieu of issuance of fractional shares of such Capital Stock, not to exceed $5.0
million in the aggregate outstanding at any time;


 


(x)           dividends
or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted
Subsidiaries;


 


(xi)          any
Restricted Payment pursuant to or in connection with the Transactions;


 


(xii)         dividends
to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance
with subsection 7.1;


 


(xiii)        [reserved];


 


(xiv)        Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of any repayments
of any such loans or advances) equal to Net Available Cash to the extent permitted by subsection 7.4(b)(iii) and (without duplication)
Restricted Payments (including loans or advances) from declined amounts as contemplated by subsection 3.4(f) in respect of prepayments
required by subsections 3.4(c) or (d); provided that, in the case of such a Restricted Payment that is a dividend or distribution
on or in respect of, or a purchase, redemption, retirement or other acquisition for value of, Capital Stock of Holding Parent,
at the time of such Restricted Payment, the Consolidated Coverage Ratio is greater than or equal to 2.0:1.0 for the four fiscal
quarter period of the Borrower ending on the last date of the most recently completed fiscal year or quarter for which financial
statements of Borrower have been delivered under subsection 6.1(a) or (b)


 


(xv)        
(A) dividends on any Designated Preferred Stock of the Borrower issued after the Second Restatement Effective Date;
provided that at the time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage
Ratio would be at least 2.00 to 1.00, or (B) any dividend on Refunding Capital Stock that is Preferred Stock in excess
of the amount of dividends thereon permitted by clause (i) of this paragraph (b), provided that at the time of the declaration
of such dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be at least 2.00:1.00,
or (C) loans, advances, dividends or distributions to any Parent to permit dividends on any Designated Preferred Stock
of any Parent issued after July 1, 2014, in an amount (net of repayments of any such loans or advances) not exceeding the aggregate
cash proceeds received by the Borrower from the issuance or sale of such Designated Preferred Stock of such Parent;


 






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(xvi)         
Investments in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not exceeding the greater of $75.0 million
and 5.75% of Consolidated Tangible Assets;


 


(xvii)        
distributions or payments of Special Purpose Financing Fees; and


 


(xviii)       
any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated
Total Leverage Ratio would be equal to or less than 4.00:1.00;


 


provided that (A) in the case of subsections
7.5(b)(i)(y), (iii), (vi), (ix), (xiii) and (xv)(B), the net amount of any such Permitted Payment shall be included in subsequent
calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately
above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments
and (C) solely with respect to subsections 7.5(b)(vii), (xiii) and (xviii), no Event of Default under subsection
8.1(a), (c), (e), (f), (h), (i), (j) or (k) or other Event of Default known to the Borrower shall have occurred and be continuing
at the time of any such Permitted Payment after giving effect thereto. The Borrower, in its sole discretion, may classify any Investment
or other Restricted Payment as being made in part under one of the provisions of this covenant (or in the case of any Investment,
the clauses of Permitted Investments) and in part under one or more other such provisions (or, as applicable, clauses).


 


7.6            
Limitation on Transactions with Affiliates.


 


(a)            
The Borrower will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, enter into or
conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate
consideration in excess of $25.0 million unless (i) the terms of such Affiliate Transaction are not materially
less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time
in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate
consideration in excess of $50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the
Board of Directors. For purposes of this paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements
set forth in this subsection 7.6(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested
Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally
recognized appraisal or investment banking firm with respect to such Affiliate Transaction.


 






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(b)            
The provisions of subsection 7.6(a) above will not apply to:


 


(i)             
any Restricted Payment Transaction,


 


(ii)            
(1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current
or former employee, officer, director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent heretofore or
hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance,
retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification
or contribution obligations, the making or cancellation of loans, or any issuance, grant or award of stock, options, other equity-related
interests or other securities, to any such employees, officers, directors or consultants in the ordinary course of business, (3) the
payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent (as determined in good faith by
the Borrower, such Subsidiary or such Parent), (4) any transaction with an officer or director of the Borrower or any
of its Subsidiaries or any Parent in the ordinary course of business not involving more than $120,000 in any one case, or (5) Management
Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term),


 


(iii)           
any transaction between or among any of the Borrower, one or more Restricted Subsidiaries, and/or one or more Special Purpose
Entities,


 


(iv)           
any transaction arising out of agreements or instruments in existence on the Second Restatement Effective Date (other than
any Tax Sharing Agreement or Management Agreement referred to in subsection 7.6(b)(vii) below), and any payments made pursuant
thereto,


 


(v)            
any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries
in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable
to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person
who is not an Affiliate of the Borrower,


 


(vi)           
any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower
or any Restricted Subsidiary and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity,


 






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(vii)          
the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements,


 


(viii)         
the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all
fees and expenses paid or payable in connection with the Transactions, and


 


(ix)           
any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or capital contribution to the Borrower.


 


7.7            
[Reserved].


 


7.8            
[Reserved].


 


7.9            
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower will not, and will not permit
any Material Restricted Subsidiary to create or otherwise cause to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to the Borrower, (ii) make any loans or advances to the Borrower or (iii)
transfer any of its property or assets to the Borrower (provided that dividend or liquidation priority between classes of Capital
Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will
not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:


 


(a)            
pursuant to an agreement or instrument in effect at or entered into on the Second Restatement Effective Date, any Credit
Facility, and, on and after the execution and delivery thereof, any Intercreditor Agreement, any Other Intercreditor Agreement,
any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents;


 


(b)            
pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person
is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument
is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect
at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance,
or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection
7.9(b), if a Person other than the Borrower is the Successor Company with respect thereto, any Subsidiary thereof or agreement
or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or
a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;


 






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(c)            
pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness
Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to
in subsections 7.9(a) or (b) above or this subsection 7.9(c) (an “Initial Agreement”) or contained in any amendment,
supplement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided,
however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole
are not materially less favorable to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial
Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower);


 


(d)            
(i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (ii)
by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the
Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges
or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property
or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set
forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money
Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits
or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant
to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but
not limited to leases and licenses) or in joint venture and other similar agreements, (viii) that arises or is agreed to
in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted
Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, or (ix) pursuant to Hedging Obligations;


 


(e)            
with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into
for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary
(or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;


 


(f)             
by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction
over the Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement
applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary)
as a Captive Insurance Subsidiary; or


 






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(g)            
pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the
Second Restatement Effective Date pursuant to subsection 7.1, (A) if the encumbrances and restrictions contained in any
such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions
contained in the Initial Agreements (as determined in good faith by the Borrower), or (B) if such encumbrance or restriction
is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by
the Borrower) and either (x) the Borrower determines in good faith that such encumbrance or restriction will not materially
affect the Borrower’s ability to make principal or interest payments on the Loans or (y) such encumbrance or
restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (ii)
relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a
Financing Disposition by or to or in favor of any Special Purpose Entity.


 


7.10          
Financial Covenant. If the outstanding amount of Revolving Loans, Swing Line Loans and L/C Obligations (excluding
L/C Obligations not in excess of $150,000,000 and any Letters of Credit which are cash collateralized by the Borrower to at least
102% of their undrawn and unexpired amount) as of the end of any fiscal quarter of the Borrower exceeds 30% of the aggregate amount
of all Revolving Commitments, the Borrower shall not permit the Consolidated First Lien Leverage Ratio for the Most Recent Four
Quarter Period ending as of the end of such fiscal quarter to exceed 4.00:1.00.


 


SECTION 8       
EVENTS OF DEFAULT.


 


8.1            
Events of Default. If any of the following events shall occur and be continuing:


 


(a)            
The Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof (whether at stated
maturity, by mandatory prepayment or otherwise); or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation,
or any other amount payable hereunder, within five days after any such interest or other amount becomes due in accordance with
the terms hereof; or


 


(b)            
Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment,
modification or supplement hereto or thereto) or that is contained in any certificate furnished at any time by or on behalf of
any Loan Party pursuant to this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect
on or as of the date made or deemed made; or


 






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(c)            
Any Loan Party shall default in the observance or performance of any agreement contained in subsection 6.4 (solely as to
Borrower’s failure to maintain its corporate existence), subsection 6.7(a) or Section 7 of this Agreement (subject to, in
the case of the financial covenant contained in subsection 7.10, the cure rights in subsection 8.2); provided that in the
case of any Event of Default under subsection 7.10 (a “Financial Covenant Event of Default”), such default shall
not constitute a default with respect to any Term Loans unless and until the Revolving Loans have been declared due and payable
and the Revolving Commitments have been terminated by the Required Revolving Lenders pursuant to subsection 8.1; provided,
however that if (i) Required Revolving Lenders irrevocably rescind such acceleration and termination in a writing
delivered to the Administrative Agent within 20 Business Days after such acceleration and termination and (ii) Required
Lenders (including the Term Loan Lenders) have not accelerated the Loans, the Financial Covenant Event of Default shall automatically
cease to constitute an Event of Default with respect to the Term Loans from and after such date; or


 


(d)            
Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any
other Loan Document (other than as provided in paragraphs (a) through (c) of this subsection 8.1, and such default shall continue
unremedied for a period of 30 days after the date on which written notice thereof shall have been given to the Borrower by the
Administrative Agent or the Required Lenders; or


 


(e)            
(i) Any Loan Party or any of its Restricted Subsidiaries shall default in any payment of principal of or interest
on any Indebtedness for borrowed money, or any Loan Party or any of its Material Restricted Subsidiaries shall default in any payment
of principal of or interest on any Indebtedness, in each case (excluding the Loans and any Indebtedness owed to the Borrower or
any Loan Party) in excess of $75.0 million beyond the period of grace (not to exceed 30 days), if any, provided in the instrument
or agreement under which such Indebtedness was created; or (ii) any Loan Party or any of its Material Restricted Subsidiaries
shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (excluding the
Loans) referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto, or
any other event shall occur or condition exist, 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, with the giving
of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity (an “Acceleration”),
and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace
period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall
have been given, and such Indebtedness shall have been caused to become due prior to its stated maturity; or


 






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(f)             
If (i)  any Loan Party or any of its Material Restricted Subsidiaries shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts (excluding, in each case, the solvent liquidation or reorganization
of any Foreign Subsidiary of the Borrower that is not a Loan Party) or (B) seeking appointment of a receiver, interim
receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any substantial
part of its assets, or any Loan Party or any of its Material Restricted Subsidiaries shall make a general assignment for the benefit
of its creditors; or (ii) there shall be commenced against any Loan Party or any of its Material Restricted Subsidiaries
any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or
unbonded for a period of 60 days; or (iii) there shall be commenced against any Loan Party or any of its Material Restricted
Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets that results in the entry of an order for any such relief which shall
not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any
Loan Party or any of its Material Restricted Subsidiaries shall take any corporate or other similar organizational action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
above; or (v) any Loan Party or any of its Material Restricted Subsidiaries shall be generally unable to, or shall
admit in writing its general inability to, pay its debts as they become due; or


 


(g)            
(i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA
or Section 4975 of the Code) involving any Plan, or (ii) any failure by any Single Employer Plan to satisfy the minimum
funding standard (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan, whether
or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor of the PBGC or a Single Employer Plan
shall arise on the assets of either of the Borrower or any Commonly Controlled Entity, or (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is
in the reasonable opinion of the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV
of ERISA, or (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA other than a standard
termination pursuant to Section 4041(b) of ERISA, or (v) either of the Borrower or any Commonly Controlled Entity shall,
or in the reasonable opinion of the Administrative Agent is reasonably likely to, incur any liability in connection with a withdrawal
from, or the Insolvency or Reorganization of, a Multiemployer Plan, or (vi) any other event or condition shall occur
or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with
all other such events or conditions, if any, would be reasonably expected to result in a Material Adverse Effect; or


 


(h)            
One or more judgments or decrees shall be entered against any Loan Party or any of its Material Restricted Subsidiaries
involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof
prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall
be unsuccessful) of $50.0 million or more, and all such judgments or decrees shall not have been vacated, discharged, stayed
or bonded pending appeal within 60 days from the entry thereof; or


 






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(i)             
The Guarantee and Collateral Agreement shall, or any other Security Document covering a significant portion of the Collateral
shall (at any time after its execution, delivery and effectiveness) shall cease for any reason to be in full force and effect (other
than pursuant to the terms hereof or thereof), or the Borrower or any Loan Party, in each case that is a party to such Security
Document shall so assert in writing, or (ii) the Lien created by any of the Security Documents shall cease to be perfected
and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby
with respect to any significant portion of the Collateral (other than in connection with any termination of such Lien in respect
of any Collateral as permitted hereby or by any Security Document), and such failure of such Lien to be perfected and enforceable
with such priority shall have continued unremedied for a period of 20 days; or


 


(j)             
Any Loan Party shall assert in writing that the Intercreditor Agreement, (after execution and delivery thereof) or any Other
Intercreditor Agreement (after execution and delivery thereof) shall have ceased for any reason to be in full force and effect
(other than pursuant to the terms hereof or thereof) or shall knowingly contest, or knowingly support any other Person in any action
that seeks to contest, the validity or effectiveness of any such intercreditor agreement (other than pursuant to the terms hereof
or thereof); or


 


(k)            
Subject to the Borrower’s option to make a payment in full of all of the Loans and to terminate the Revolving Commitments,
or to make a Change of Control Offer, a Change of Control shall have occurred;


 


then, and in any such event, (A) if such event
is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, the Commitments, if
any, shall automatically immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (including L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any
other Event of Default, with the consent of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing,
at the request of, or with the consent of the Required Revolving Lenders only, and without limiting subsection 8.1(c), only with
respect to the Revolving Loans, Revolving Commitments, Swing Line Commitments, Swing Line Loans, any Letter of Credit and L/C Obligations),
the Administrative Agent may, or upon the request of the Required Lenders or the Required Revolving Lenders, as the case may be,
the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments,
if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable.


 






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Except as expressly provided above in this
subsection 8.1, presentment, demand, protest and all other notices of any kind are hereby expressly waived.


 


8.2            
Borrower’s Right to Cure.


 


(a)            
Notwithstanding anything to the contrary otherwise contained in this Section 8, in the event of any Financial Covenant Event
of Default and upon the receipt of a Specified Equity Contribution within the time period specified, and subject to the satisfaction
of the other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA
shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal
quarter by the amount of such Specified Equity Contribution (the “Cure Amount”), solely for the purpose of measuring
compliance with subsection 7.10. If, after giving effect to the foregoing pro forma adjustment (without giving effect to
any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of
the Borrower and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), the Borrower and its Restricted
Subsidiaries shall then be in compliance with the requirements of subsection 7.10, they shall be deemed to have been in compliance
therewith 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 hereunder that had occurred shall be deemed cured for the purposes of this Agreement.


 


(b)            
The parties hereby acknowledge that notwithstanding any other provision in this Agreement to the contrary, (i) the
Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be disregarded for purposes of calculating
Consolidated EBITDA in any determination of any financial ratio-based conditions, pricing or basket under Section 7 (other than
as applicable to subsection 7.10) and (ii) no Revolving Lender or Issuing Bank shall be required to make any Extension of
Credit hereunder, if a Financial Covenant Event of Default has occurred and is continuing during the ten Business Day period during
which a Specified Equity Contribution may be made (as provided in the definition of Specified Equity Contribution), unless and
until the Cure Amount is actually received.


 


SECTION 9       
THE AGENTS AND THE OTHER REPRESENTATIVES.


 


9.1            
Appointment.


 


(a)            
Each Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral
Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes JPMorgan Chase
Bank, N.A., as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and
the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents and the Other Representatives shall
not have any duties or responsibilities, except, in the case of the Administrative Agent and the Collateral Agent, 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 Loan Document or otherwise exist against the Agents or
the Other Representatives.


 






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(b)            
Each of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other
instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or
affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood
and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the
Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective
affiliates). Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the Related
Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Agent.


 


(c)             
Except for subsections 9.5 and (to the extent of the Borrower’s rights thereunder and the conditions included therein)
9.9, the provisions of this Section 9 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any
other Loan Party shall have rights as a third party beneficiary of any of such provisions.


 


9.2            
The Administrative Agent and Affiliates. Each person serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each
person serving as an Agent hereunder in its individual capacity. Such person and its affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with
Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any
duty to account therefor to the Lenders.


 


9.3            
Action by Agent. In performing its functions and duties under this Agreement, (a) each Agent shall act solely
as an agent for the Lenders and, as applicable, the other secured parties, and (b) no Agent assumes any (and shall not be
deemed to have assumed any) relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Agent may
execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact (including
the Collateral Agent in the case of the Administrative Agent), and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact or
counsel selected by it with reasonable care.


 






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9.4           Exculpatory
Provisions.


 


(a)           No
Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting
the generality of the foregoing, no Agent:


 


(i)            shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)           shall
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel,
may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law; and


 


(iii)          shall,
except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by
the person serving as such Agent or any of its affiliates in any capacity.


 


(b)           No
Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be
necessary, under the circumstances as provided in subsection 8.1 or subsection 10.1, as applicable) or (y) in the absence
of its own bad faith, gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless
and until notice describing such Default is given to such Agent by the Borrower or a Lender.


 


(c)           No
Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other
agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security
Documents or (v) the satisfaction of any condition set forth in Section 5 or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term
 “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term
as used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent
contracting parties.


 






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9.5            
Acknowledgement and Representation by Lenders. Each Lender expressly acknowledges that none of the Agents or the
Other Representatives nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations
or warranties to it and that no act by any Agent or any Other Representative hereafter taken, including any review of the affairs
of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by such Agent or such Other
Representative to any Lender. Each Lender further represents and warrants to the Agents, the Other Representatives and each of
the Loan Parties that it has had the opportunity to review each document made available to it on the Electronic Platform in connection
with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender
represents to the Agents, the Other Representatives and each of the Loan Parties that, independently and without reliance upon
any Agent, the Other Representatives or any other Lender, and based on such documents and information as it has deemed appropriate,
it has made and will make, its own appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and the other Loan Parties, it has made its own decision to make its Loans hereunder
and enter into this Agreement and it will make its own decisions in taking or not taking any action under this Agreement and the
other Loan Documents and, except as expressly provided in this Agreement, neither the Agents nor any Other Representative shall
have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with
any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any
time or times thereafter. Each Lender (other than, in the case of clause (i), any Parent (other than Holding) or any Unrestricted
Subsidiary) represents to each other party hereto that (i) it is a bank, savings and loan association or other similar savings
institution, insurance company, investment fund or company or other financial institution which makes or acquires commercial loans
in the ordinary course of its business and that it is participating hereunder as a Lender for such commercial purposes and (ii)
it has the knowledge and experience to be and is capable of evaluating the merits and risks of being a Lender hereunder. Each Lender
acknowledges and agrees to comply with the provisions of subsection 9.6 applicable to the Lenders hereunder. Each party to this
Agreement acknowledges and agrees that the Administrative Agent may use an outside service provider for the tracking of all UCC
financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among
other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request
and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such
service provider.


 






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9.6            
Indemnity; Reimbursement by Lenders.


 


(a)            
To the extent that the Borrower or any other Loan Party for any reason fails to indefeasibly pay any amount required under
subsection 10.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), or the Collateral Agent (or any sub-agent
thereof), the Swing Line Lender, the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to
pay ratably according to their respective Term Credit Percentages or Revolving Commitment Percentages, as the case may be, on the
date on which the applicable unreimbursed expense or indemnity payment is sought under this subsection 9.6 such unpaid amount (such
indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred
or asserted by any party hereto or any third party); provided that (i) the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or
any such sub-agent) or the Collateral Agent (or any sub-agent thereof), the Swing Line Lender or the Issuing Banks in their capacity
as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the
Collateral Agent (or any sub-agent thereof), the Swing Line Lender or the Issuing Banks in connection with such capacity and (ii) such
indemnity for the Swing Line Lender or the Issuing Banks shall not include losses incurred by the Swing Line Lender or the Issuing
Banks due to one or more Lenders defaulting in their obligations to purchase participations of Swing Line Exposure under subsections
2.8(d) or 2.8(e) or L/C Obligations under subsection 2.7(d) (it being understood that this proviso shall not affect the Swing Line
Lender’s or any Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this subsection
9.6 are subject to the provisions of subsection 3.8.


 


(b)            
Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document
(except actions expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking
or continuing to take any such action.


 


(c)            
All amounts due under this subsection 9.6 shall be payable not later than three Business Days after demand therefor. The
agreements in this subsection 9.6 shall survive the payment of the Loans and all other amounts payable hereunder.


 






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9.7            
Right to Request and Act on Instructions.


 


(a)             
Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms
of this Agreement or of any of the Loan Documents an Agent is permitted or desires to take or to grant, and if such instructions
are promptly requested, the requesting Agent shall be absolutely entitled as between itself and the Lenders to refrain from taking
any action or to withhold any approval and shall not be under any liability whatsoever to any Lender for refraining from any action
or withholding any approval under any of the Loan Documents until it shall have received such instructions from Required Lenders
or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against any Agent as a result of an Agent acting or refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or all or such other
portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of the Required Lenders
(or such other applicable portion of the Lenders), an Agent shall have no obligation to any Lender to take any action if it believes,
in good faith, that such action would violate applicable law or exposes an Agent to any liability for which it has not received
satisfactory indemnification in accordance with the provisions of subsection 9.6.


 


(b)            
Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person.
Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper
person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making
of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior
to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and
shall not be liable for any action taken or not taken by it in accordance with such advice.


 


9.8            
[Reserved]


 






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9.9            
Collateral Matters.


 


(a)            
Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security
Documents, any Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured
Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications
to the Security Documents, any Intercreditor Agreement and any Other Intercreditor Agreement or enter into a separate intercreditor
agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor
Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority
as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents)
and (z) any Incremental Commitment Amendment as provided in subsection 2.9, any Incremental Amendment as provided
in subsection 2.9, and any Extension Amendment as provided in subsection 2.5, any agreement required in connection with
a Permitted Debt Exchange Offer pursuant to subsection 2.10, and any Specified Refinancing Amendment as provided in subsection 2.11.
Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed
to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the
Required Lenders in accordance with the provisions of this Agreement, the Security Documents, any Intercreditor Agreement, any
Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Incremental Amendment
or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified Refinancing
Amendment and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative
Agent and the Collateral Agent are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or
further consent from any Lender, from time to time, to take any action with respect to any Collateral or Security Documents which
may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the
Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security
Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood
and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions
of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables
with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Second Restatement
Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Second Restatement Effective
Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which
it would otherwise be required to be accomplished by this Agreement or the Security Documents.


 


(b)            
The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option
and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon termination
of the Revolving Commitments and payment and satisfaction of all of the Senior Credit Facility Obligations under the Loan Documents
at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby
that are then due and unpaid, with no Letters of Credit outstanding (unless cash collateralized or otherwise provided for in a
manner reasonably satisfactory to the Administrative Agent), (ii) constituting property being sold or otherwise disposed
of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with subsection 7.4, (iii)
owned by any Subsidiary Guarantor which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Borrower
or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified
in writing by the Required Lenders (or such greater amount, to the extent required by subsection 10.1) or (v) as otherwise
may be expressly provided in the relevant Security Documents; (B) enter into any intercreditor agreement (including any
Intercreditor Agreement and any Other Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their
interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all
parties in and to designated assets; (C) at the written request of the Borrower to subordinate any Lien on any Excluded
Assets (or to confirm in writing the absence of any Lien thereon) or any other property granted to or held by such Agent under
any Loan Document to the holder of any Permitted Lien (other than Permitted Liens securing the Obligations under the Loan Documents
or that are required by the express terms of this Agreement to be pari passu with or junior to the Liens on the Collateral
securing the Senior Credit Facility Obligations pursuant to an Intercreditor Agreement or an Other Intercreditor Agreement) and
(D) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person
ceases to be a Restricted Subsidiary of the Borrower or becomes an Excluded Subsidiary. Upon request by the Administrative Agent
or the Collateral Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by
this Agreement will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant
to this subsection 9.9.


 






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(c)            
The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its
option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification,
and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request
by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s
authority under this subsection 9.9(c).


 


(d)            
No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by the Borrower
or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent herein or pursuant hereto
have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority,
or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Agents in this subsection 9.9 or in any of the Security Documents, it being
understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any
manner it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral as Lender and that
no Agent shall have any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.


 


(e)             
Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated,
waived, supplemented or modified as contemplated by and in accordance with either subsection 10.1 or 10.17, as applicable, with
the written consent of the Agent party thereto and the Loan Party party thereto.


 


(f)             
The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any
Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action
with respect to the Collateral as such Agents may from time to time agree.


 






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9.10          
Successor Agent. Subject to the appointment of a successor as set forth herein, the Administrative Agent and the
Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, upon 10 days’ notice to the Lenders
and the Borrower and if the Administrative Agent has admitted in writing that it is insolvent or becomes a Defaulting Lender, either
the Required Lenders or the Borrower may, upon 10 days’ notice to the Administrative Agent, remove such Agent. If the Administrative
Agent or Collateral Agent shall resign or be removed as Administrative Agent or Collateral Agent, as applicable, under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall be subject to approval by the Borrower (provided that such approval by the Borrower in connection
with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under subsection
8.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval
of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of
at least $5,000,000,000) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent
or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable,
shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties
as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the
part of such former Agent or any of the parties to this Agreement or any holders of the Loans or issuers of Letters of Credit.
After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 9 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Additionally,
after any retiring Agent’s resignation or removal as such Agent, the provisions of this subsection shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents.
After the resignation or removal of the Administrative Agent pursuant to the preceding provisions of this subsection 9.10, the
resigning or removed Administrative Agent (x) shall not be required to act as Issuing Bank for any Letters of Credit to
be issued after the date of such resignation or removal and (y) shall not be required to act as Swing Line Lender with respect
to Swing Line Loans to be made after the date of such resignation or removal (and all outstanding Swing Line Loans of such resigning
or removed Administrative Agent shall be required to be repaid in full upon its resignation or removal), although the resigning
Administrative Agent shall retain all rights hereunder as Issuing Bank and Swing Line Lender with respect to all Letters of Credit
issued by it and all Swing Line Loans made by it, prior to the effectiveness of its resignation or removal as Administrative Agent
hereunder.


 


9.11          
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 other 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
or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered
the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative
Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation
of such Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including
any interest, additions to Tax or penalties thereto, together with all expenses incurred, including legal expenses and any other
out-of-pocket expenses. The agreements in this subsection 9.11 shall survive the resignation and/or replacement of the Administrative
Agent, and assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Senior Credit Facility Obligations. For purposes of this subsection 9.11, the term “Lender”
includes any Issuing Bank.


 






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9.12          
Other Representatives. None of the entities identified as joint bookrunners and joint lead arrangers or as co-syndication
agents or as co-documentation agents pursuant to the definition of Other Representative contained herein, shall have any duties
or responsibilities hereunder or under any other Loan Document in its capacity as such. Without limiting the foregoing, no Other
Representative shall have nor be deemed to have a fiduciary relationship with any Lender. At any time that any Lender serving as
an Other Representative shall have transferred to any other Person (other than any of its affiliates) all of its interests in the
Loans and in the Commitments, such Lender shall be deemed to have concurrently resigned as such Other Representative.


 


9.13          
Administrative Agent May File Proofs of Claims. In case of the pendency of any Bankruptcy Proceeding or any other
judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrower) is hereby authorized by the Lenders, by intervention in such proceeding or otherwise:


 


(a)            
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under subsections 3.5 and 10.5) allowed in such judicial proceeding;


 


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


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders,
to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under subsections 3.5 and 10.5.


 






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9.14          
Application of Proceeds. The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties,
as follows: subject to the terms of any Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement
Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative
Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection
Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable
out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder
of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under
the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced
to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket
costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of
the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on
Loans and L/C Obligations then outstanding; fourth, to pay principal of Loans then outstanding, Reimbursement Obligations
then outstanding and obligations under Interest Rate Agreements, Currency Agreements, Commodities Agreements and Bank Products
Agreements permitted hereunder and secured by the Guarantee and Collateral Agreement, ratably among the applicable Secured Parties
in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay
the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution
pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein
in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described
in the applicable clause at such time. This subsection 9.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative
Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments,
to Lenders participating in any new classes or tranches of loans added pursuant to subsections 2.5, 2.9 and 2.11, as applicable.


 


Notwithstanding the foregoing, Excluded Obligations (as defined
in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor
or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding
paragraph


 


9.15          
Approved Electronic Communications. Each of the Lenders and the Loan Parties agree, that the Administrative Agent
may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders by posting such Approved
Electronic Communications on IntraLinksTM or a substantially similar electronic platform chosen by the Administrative Agent
to be its electronic transmission system (the “Approved Electronic Platform”). The Approved Electronic Communications
and the Approved Electronic Platform are provided (subject to subsection 10.16) “as is” and “as available.”


 






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


 


 9.16        Certain ERISA Matters.




 


(a)          
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that at least one of the following is and will be true:


 


(i)           
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments or this Agreement,


 


(ii)          
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)         
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 






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


 


(b)          
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for
the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).


 


SECTION 10   
MISCELLANEOUS.


 


10.1       
Amendments and Waivers.


 


(a)          
Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented, modified
or waived except in accordance with the provisions of this subsection 10.1 and subsection 3.7 (b) hereof. The Required Lenders
may, or, with the written consent of the Required Lenders, the Administrative Agent and the Collateral Agent may, from time to
time, (x) enter into with the respective Loan Parties hereto or thereto, as the case may be, written amendments, supplements
or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or to the other
Loan Documents or changing, in any manner the rights or obligations of the Lenders or the Loan Parties hereunder or thereunder
or (y) waive at any Loan Party’s request, on such terms and conditions as the Required Lenders, the Administrative
Agent or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or
the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that amendments
pursuant to subsections 10.1(a)(vii), (d) and (f) may be effected without the consent of the Required Lenders to the extent
provided therein; provided further that no such waiver and no such amendment, supplement or modification shall:


 


(i)           
reduce or forgive the amount or extend the scheduled date of maturity of any Loan or Reimbursement Obligation hereunder
or of any scheduled installment thereof or reduce the stated rate of any interest, commission or fee payable hereunder (other than
as a result of any waiver of the applicability of any post-default increase in interest rates) or extend the scheduled date of
any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment or change the currency
in which any Loan or Reimbursement Obligation is payable, in each case without the consent of each Lender directly and adversely
affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the aggregate Commitment of all Lenders shall not constitute an increase of the Commitment of any
Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment
of such Lender);


 






    	 	-206-	 



     


    

 


(ii)          
amend, modify or waive any provision of this subsection 10.1(a) or reduce the percentage specified in the definition of
Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement
and the other Loan Documents (other than pursuant to subsection 7.3 or 10.6(a)), in each case without the written consent of all
the Lenders;


 


(iii)         
release Guarantors accounting for all or substantially all of the value of the Guarantee of the Senior Credit Facility Obligations
pursuant to the Guarantee and Collateral Agreement, or, in the aggregate (in a single transaction or a series of related transactions),
all or substantially all of the Collateral without the consent of all of the Lenders, except as expressly permitted hereby or by
any Security Document (as such documents are in effect on the date hereof or, if later, the date of execution and delivery thereof
in accordance with the terms hereof);


 


(iv)         
require any Lender to make Loans having an Interest Period of longer than six months or shorter than one month without the
consent of such Lender;


 


(v)          
amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and
of any Other Representative directly and adversely affected thereby;


 


(vi)         
amend, modify or waive the provisions of any Letter of Credit or any of any Issuing Bank’s rights under subsection
2.7 without the written consent of such Issuing Bank;


 


(vii)        
(A) amend or otherwise modify subsection 7.10, (B) waive or consent to any Default or Event of Default resulting
from a breach of subsection 7.10, (C) amend or otherwise modify subsection 5.2 solely with respect to any Extension of Credit
in respect of Revolving Loans, Swing Line Loans or the issuance of Letters of Credit, (D) waive any representation made
or deemed made in connection with any Extension of Credit in respect of Revolving Loans, Swing Line Loans or the issuance of Letters
of Credit or (E) waive or consent to any Default or Event of Default relating solely to the Revolving Loans and Revolving
Commitments (including Defaults and Events of Default relating to the foregoing clauses (A) through (D)), in each case without
the written consent of the Required Revolving Lenders; provided, however, that the amendments, modifications, waivers
and consents described in this clause (vii) shall not require the consent of any Lenders other than the Required Revolving Lenders;


 






    	 	-207-	 



     


    

 


(viii)       
reduce the percentage specified in the definition of “Required Revolving Lenders” without the written consent
of all Revolving Lenders;


 


(ix)         
amend, modify or waive any provision of the Swing Line Note (if any) or subsection 2.8 without the written consent of the
Swing Line Lender and each other Lender, if any, which holds, or is required to purchase, a participation in any Swing Line Loan
pursuant to subsection 2.8(c); or


 


(x)          
subject to subsection 10.1(d), change subsections 3.8 or 9.14 in a manner that would alter the pro rata sharing of payments
or other amounts required thereby without the consent of each Lender directly and adversely affected thereby;


 


provided further that, notwithstanding the foregoing,
and in addition to Liens on the Collateral that the Collateral Agent is authorized to release pursuant to subsection 9.9(b),
the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of $20.0 million
in any fiscal year without the consent of any Lender.


 


(b)          
Any waiver and any amendment, supplement or modification pursuant to this subsection 10.1 shall apply to each of the
Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents, the Issuing Banks and all future holders of the Loans.
In the case of any waiver, each of the Loan Parties, the Lenders and the Agents shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and
not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent
thereon.


 


(c)          
Notwithstanding any provision herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder or under any of the Loan Documents, except to the extent the consent of such Lender
would be required under clause (i) in the further proviso to the second sentence of subsection 10.1(a).


 






    	 	-208-	 



     


    

 


(d)          
Notwithstanding any provision herein to the contrary, this Agreement and the other Loan Documents may be amended (i)
to cure any ambiguity, mistake, omission, defect, or inconsistency with the consent of the Borrower and the Administrative Agent,
(ii) in accordance with subsection 2.9 to incorporate the terms of any Incremental Commitments (including to add a new revolving
facility or letter of credit facility under this Agreement with respect to any Incremental Revolving Commitment or Incremental
Letter of Credit Commitment) with the written consent of the Borrower and Lenders providing such Incremental Commitments, (iii)
in accordance with subsection 2.5 to effectuate an Extension with the written consent of the Borrower and the Extending Lenders,
(iv) in accordance with subsection 2.11 to incorporate the terms of any Specified Refinancing Facilities with the consent
of the Borrower and the applicable Specified Refinancing Lenders, (v) with the consent of the Borrower and the Administrative
Agent (in each case such consent not to be unreasonably withheld or delayed), in the event any mandatory prepayment or redemption
provision in respect of the Net Cash Proceeds of Asset Dispositions or Recovery Events or from Excess Cash Flow included or to
be included in any Incremental Commitment Amendment or any Indebtedness constituting Additional Obligations or that would constitute
Additional Obligations would result in Incremental Term Loans or Additional Obligations, as applicable, being prepaid or redeemed
on a more than ratable basis with the Term Loans in respect of the Net Cash Proceeds from any such Asset Disposition or Recovery
Event or Excess Cash Flow prepayment to the extent such Net Cash Proceeds or Excess Cash Flow are required to be applied to repay
Term Loans hereunder pursuant to subsection 3.4(c) or (d), to provide for mandatory prepayments of the Initial Term Loans such
that, after giving effect thereto, the prepayments made in respect of such Incremental Term Loans or Additional Obligations, as
applicable, are not on more than a ratable basis and (vi) with respect to Schedule C-1, as set forth in subsection 10.1(h), and
(vii) with the consent of the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld
or delayed), upon a Foreign Subsidiary Borrower becoming party hereto, to reflect that there are multiple borrowers party hereto.
Without limiting the generality of the foregoing, any provision of this Agreement and the other Loan Documents, including subsection
3.4, 3.8 or 9.14 hereof, may be amended as set forth in the immediately preceding sentence pursuant to any Incremental Commitment
Amendment, any Extension Amendment or any Specified Refinancing Amendment, as the case may be, to provide for non-pro rata borrowings
and payments of any amounts hereunder as between any Tranches, including the Term Loans, Revolving Commitments, Revolving Loans,
any Incremental Commitments or Incremental Loans, any Extended Tranche and any Specified Refinancing Tranche, or to provide for
the inclusion, as appropriate, of the Lenders of any Extended Tranche, Specified Refinancing Tranche, Incremental Commitments or
Incremental Loans in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder. The Administrative
Agent hereby agrees (if requested by the Borrower) to execute any amendment referred to in this clause (d) or an acknowledgement
thereof.


 


(e)          
Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest
and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the existing Facilities
and the accrued interest and fees in respect thereof, (y) to include, as appropriate, the Lenders holding such credit
facilities in any required vote or action of the Required Lenders or of the Lenders of each Facility hereunder and (z) to
provide class protection for any additional credit facilities in a manner consistent with those provided the original Facilities
pursuant to the provisions of subsection 10.1(a) as originally in effect.


 






    	 	-209-	 



     


    

 


(f)           
Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated,
waived, supplemented or modified as contemplated by subsection 10.17 with the written consent of the Agent party thereto and the
Loan Party party thereto.


 


(g)          
If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement
and/or any other Loan Document as contemplated by subsection 10.1(a), the consent of each Lender, each Revolving Lender or each
affected Lender, as applicable, is required and the consent of the Required Lenders or Required Revolving Lenders, as applicable,
at such time is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such
other Lender, a “Non-Consenting Lender”), then the Borrower may, on prior written notice to the Administrative
Agent and the Non-Consenting Lender, (A) replace such Non-Consenting Lender by causing such Lender to (and such Lender shall
be obligated to) assign pursuant to subsection 10.6 (with the assignment fee and any other costs and expenses to be paid by the
Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that
neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided,
further, that the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this
Agreement and/or the other Loan Documents; and provided, further, that all obligations of the Borrower owing to the
Non-Consenting Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such
Non-Consenting Lender concurrently with such Assignment and Acceptance or (B) so long as no Event of Default under subsection
8.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment prepay the Loans and, at the
Borrower’s option, terminate the Commitments of such Non-Consenting Lender, in whole or in part, subject to subsection 3.12,
without premium or penalty. In connection with any such replacement under this subsection 10.1(g), if the Non-Consenting Lender
does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation
necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers
such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower
owing to the Non-Consenting Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the
assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such
Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated)
to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender.


 


(h)           A
Foreign Subsidiary listed on Schedule C-1 may become a Foreign Subsidiary Borrower by (x) delivery to the Administrative
Agent of a Joinder Agreement executed by such Foreign Subsidiary and Borrower and approved by the Administrative Agent and each
Revolving Lender in accordance with the next sentence and (y) compliance with the other provisions of this subsection 10.1(h),
and thereupon such Foreign Subsidiary shall for all purposes of this Agreement be a party to and a Foreign Subsidiary Borrower
under this Agreement and the other Loan Documents. The Administrative Agent and Revolving Lenders may, to the extent reasonable,
condition such approval on the receipt of information required by law (including applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act), customary closing opinions and certificates, and the
satisfaction of other reasonable and customary documentary conditions. Schedule C-1 may be supplemented, by the Borrower
by written notice to the Administrative Agent, from time to time to add Foreign Subsidiaries that may become additional Foreign
Subsidiary Borrowers so long as any such Foreign Subsidiary Borrower is reasonably satisfactory to the Administrative Agent and
each Revolving Lender and such Foreign Subsidiary Borrower is organized in a jurisdiction listed on Schedule C-2 or another
jurisdiction reasonably satisfactory to the Administrative Agent and each Revolving Lender. A Foreign Subsidiary listed on Schedule
C-1 shall become a Foreign Subsidiary Borrower upon delivery of the Joinder Agreement described above if


 






    	 	-210-	 



     


    

 


(i)           the Borrower shall have provided at least ten (10) Business Days’ written notice to the Administrative Agent of its
intention to have a Person listed on Schedule C-1 become a Foreign Subsidiary Borrower (which notice shall specify the name
of such Foreign Subsidiary Borrower and its jurisdiction of organization) (with the Administrative Agent hereby agreeing to promptly
furnish any such notice received from the Borrower to each Lender) and either:


 


(x)          the
Administrative Agent shall not have received from any Lender, prior to the date occurring five (5) Business Days after the Administrative
Agent shall have furnished the applicable written notice from the Borrower to such Lender, written notice to the effect that (i)
in accordance with then applicable credit policies of such Lender, as applied consistently, such Lender does not generally provide
Extensions of Credit in the jurisdiction of organization of the proposed Foreign Subsidiary Borrower or (ii) such Lender is prohibited
by any Requirement of Law from providing extensions of credit in such jurisdiction (with each Lender, if any, which provides such
notice with respect to any jurisdiction being herein called a “Restricted Lender” with respect to such jurisdiction);
or


 


(y)          there
is one or more Restricted Lenders with respect to the relevant jurisdiction, and:


 


(I)       the
Administrative Agent (or one or more of its Affiliates acting as the “fronting” Lender to the applicable Foreign Subsidiary
Borrower) determines in its sole discretion to provide to such Restricted Lenders legally effective “fronting” arrangements
on terms and conditions customary for JPMorgan Chase Bank, N.A. (including with respect to voting, payment of fees and interest
and indemnities by any applicable Restricted Lender; it being understood that the Borrower shall not have any greater liability
or obligation by reason of such “fronting” arrangement than in would in the absence of such arrangement) and reasonably
satisfactory to such Restricted Lender, pursuant to which (a) JPMorgan Chase Bank, N.A. or its relevant Affiliate (in
its individual capacity) shall act as the “fronting” Lender for such Restricted Lender(s) in respect of Extensions
of Credit otherwise required to be made to the respective Foreign Subsidiary Borrower pursuant to the Revolving Commitments of
the respective Restricted Lender(s), and (b) such Restricted Lender(s) shall act as “indemnifying lender(s)”
in respect of Extensions of Credit made by JPMorgan Chase Bank, N.A. (in its capacity as “fronting” Lender) to such
Foreign Subsidiary Borrower, and


 






    	 	-211-	 



     


    

 


(II)      in
order to implement the “fronting” and “indemnity” arrangements described in the immediately preceding clause
(I), the Borrower and the Administrative Agent shall have entered into either (a) amendments to this Agreement, the
Exhibits hereto and any other Loan Documents in form and substance reasonably satisfactory to the Administrative Agent and Borrower
or (b) at the option of the Administrative Agent in its reasonable discretion, ancillary documents in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower (which documents shall be thereafter deemed, for all purposes,
to be “Loan Documents” hereunder) (it being hereby acknowledged and agreed by each Lender that such Lender shall have
no right to consent to any amendment to the Credit Agreement effected in accordance with this subsection 10.1(h) effected by the
Administrative Agent and the Borrower);


 


provided that notwithstanding any provision
herein to the contrary, in the event preceding clause (y) of this subsection 10.1(h)(i) is applicable, and any Restricted Lender
decides for any reason not to agree to (or avail itself of) the “fronting” and “indemnity” arrangements
provided pursuant thereto, unless such “fronting” or “indemnity” arrangement is not reasonably satisfactory
to such Restricted Lender, (1) such Restricted Lender shall remain obligated to directly fund all Extensions of Credit pursuant
to its Revolving Commitment (including, without limitation, to Foreign Subsidiary Borrowers) unless and until (and then to the
extent) it assigns such Revolving Commitment to another Person in accordance with the relevant requirements of subsection 10.6
and (2) the provisions of this subsection 10.1(h)(i) shall not be applicable; and


 


(ii)          
if the requirements applicable to a Foreign Subsidiary Borrower contained in the definition of “Foreign Subsidiary
Borrower” are satisfied.


 


Upon the execution by the Borrower and delivery to the Administrative
Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower (including any Foreign Subsidiary
Borrower described in clause (i) of the definition thereof), such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower;
provided that no Foreign Subsidiary Borrower Termination shall be effective as to any Foreign Subsidiary Borrower (other
than to terminate its right to borrow additional Revolving Loans under this Agreement) at any time when any principal of or interest
on any Revolving Loan or any Letter of Credit to such Foreign Subsidiary Borrower shall be outstanding hereunder, unless the obligations
of such Foreign Subsidiary Borrower shall have been assumed by another Borrower on terms and conditions reasonably satisfactory
to the Administrative Agent. In the event that any Foreign Subsidiary Borrower shall cease to be a Subsidiary of the Borrower,
the Borrower shall promptly execute and deliver to the Administrative Agent a Foreign Subsidiary Borrower Termination terminating
its status as a Foreign Subsidiary Borrower, subject to the proviso in the immediately preceding sentence. Promptly following its
receipt of any Joinder Agreement or Foreign Subsidiary Borrower Termination, the Administrative Agent shall send a copy thereof
to each Lender.


 






    	 	-212-	 



     


    

 


10.2        
Notices.


 


(a)          
All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including
telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand,
or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, or, in the
case of delivery by a nationally recognized overnight courier, when received, addressed as follows in the case of the Borrower,
JPMorgan Chase Bank, N.A., as an Issuing Bank, Administrative Agent and the Collateral Agent, and as set forth in Schedule A
in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto
and any future holders of the Loans:


 


	The Borrower:	The ServiceMaster Company, LLC

860 Ridge Lake Boulevard

Memphis, Tennessee  38120

Attention:  Treasurer

Telephone:  901-766-1400

Facsimile:  901.766.1107
	 	 
	with copies to:  	The ServiceMaster Company, LLC

860 Ridge Lake Boulevard

Memphis, Tennessee  38120

Attention:  General Counsel

Telephone:  901.766.1400

Facsimile:  901.766.1107
	 	 
	with copies to:	
        Hunton Andrews Kurth LLP

        Riverfront Plaza, East Tower

        951 East Byrd Street

        Richmond, VA 23219

        Attention: Kimberly C. MacLeod

        Telephone: 804.788.8529

        Email: kmacleod@huntonAK.com

        




 






    	 	-213-	 



     


    

 


	The Administrative Agent:	
        JPM
        Loan & Agency Services

        10 South Dearborn, Floor L2

        Chicago, IL 60603-2300

        Attention: Corina Ramos

        Facsimile: 844-490-5665

        Telephone: 312-954-3229

        Email: jpm.agency.servicing.1@jpmorgan.com

         

	The Collateral Agent:	
        JPMorgan Chase Bank

        Chase Bank Collateral Services

        10 South Dearborn, Floor L2

        Chicago, IL 60603-2300

        Attention: Takiyah Chin

        MailCode: IL-1-1145

         

	JPMorgan Chase Bank, N.A., as an Issuing Bank	
        JPMorgan Loan Service

        JPMorgan Chase Bank

        10 South Dearborn, 19th floor

        Chicago, IL 60603-2300

        Attention: Amit Anthony

        Facsimile: 214-307-6874

        Telephone: 806-790-5201

        E-mail: chicago.lc.agency.activity.team@jpmchase.com



 


provided that any notice, request or demand to or upon
the Administrative Agent or the Lenders pursuant to subsection 2.3, 3.2, 3.4 or 3.8 shall not be effective until received.


 


(b)          
Without in any way limiting the obligation of any Loan Party and its Subsidiaries to confirm in writing any telephonic notice
permitted to be given hereunder, the Administrative Agent, or the Swing Line Lender (in the case of a borrowing of Swing Line Loans)
or any Issuing Bank (in the case of the issuance of a Letter of Credit) as the case may be, may prior to receipt of written confirmation
act without liability upon the basis of such telephonic notice, believed by the Administrative Agent, the Swing Line Lender or
such Issuing Bank in good faith to be from a Responsible Officer.


 


(c)          
Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile
or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on each Loan
Party, each Agent and each Lender. The Administrative Agent may also require that any such documents and signatures be confirmed
by delivery of a signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness
of any facsimile or other electronic document or signature.


 






    	 	-214-	 



     


    

 


(d)          
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including electronic mail and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if
such Lender, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited
to particular notices or communications. Unless the Administrative Agent otherwise prescribes (with the Borrower’s consent),
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the posting thereof.


 


(e)          
THE APPROVED ELECTRONIC PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE
AGENT NOR ANY OF ITS RELATED PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF
OF THE BORROWER HEREUNDER (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF THE APPROVED ELECTRONIC 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 APPROVED
ELECTRONIC PLATFORM.


 


10.3        
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative
Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan 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.


 


10.4        
Survival of Representations and Warranties. All representations and warranties made hereunder and in the other Loan
Documents (or in any amendment, modification or supplement hereto or thereto) and in any certificate delivered pursuant hereto
or such other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.


 






    	 	-215-	 



     


    

 


10.5        
Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Agents and the Other Representatives
for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the
syndication of the Facilities and the development, preparation, execution and delivery of, and any amendment, supplement or modification
to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, (ii) the
consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments and the Initial
Revolving Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect,
evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms
of the Loan Documents, and (2) the reasonable and documented fees and disbursements of Cahill Gordon & Reindel LLP,
and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the
continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender and the Agents for
all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights
under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including
the fees and disbursements of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary, one firm
of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify or reimburse each
Lender, each Issuing Bank and the Agents for, and hold each Lender, each Issuing Bank and the Agents harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and
other similar taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery or enforcement
of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and
(d) to pay, indemnify or reimburse each Lender, the Other Representatives, each Issuing Bank, each Agent, and each Related
Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and
against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel
for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees
(and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower
of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains
its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of or relating to any actual or prospective
claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or
by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents,
including any of the foregoing relating to the use of proceeds of the Loans, the Letters of Credit or the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or any of
the property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the “Indemnified
Liabilities”), provided that the Borrower shall not have any obligation hereunder to any Agent, any Other Representative,
any Issuing Bank or any Lender (or any Related Party of any such Agent, Other Representative, Issuing Bank or Lender) with respect
to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct (as determined by a court
of competent jurisdiction in a final non-appealable decision) of such Agent, Other Representative, Issuing Bank or Lender (or any
Related Party of such Agent, Other Representative, Issuing Bank or Lender), (ii) any material breach of any Loan Document
by such Agent, Other Representative, Issuing Bank or Lender (or any Related Party of such Agent, Other Representative, Issuing
Bank or Lender) as determined by a court of competent jurisdiction in a final and non-appealable decision, (iii) claims
against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Other Representative
or Agent in its capacity as such, or (iv) Taxes other than any Taxes that represent costs, expenses, losses, claims, damages, etc.
arising from any non-Tax claim. To the fullest extent permitted under applicable law, neither the Borrower nor any Indemnitee shall
be liable for any consequential or punitive damages in connection with the Facilities provided that nothing contained in
this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this subsection 10.5 to the extent
such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee
is entitled to indemnification hereunder. All amounts due under this subsection 10.5 shall be payable not later than 30 days after
written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted
to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated
by the Borrower in a notice to the Administrative Agent. The agreements in this subsection 10.5 shall survive repayment of the
Term Loans and all other amounts payable hereunder.


 






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10.6        
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) other than in accordance with subsection 7.3, the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender
may assign or otherwise transfer its rights or obligations hereunder except in accordance with subsection 2.5(e), 3.13(d), 3.14(c),
10.1(g) or this subsection 10.6.


 


(b)          
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary
course of business and in accordance with applicable law, assign (other than to Disqualified Lenders or any natural person) to
one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement
(including its Commitments and/or Loans), pursuant to an Assignment and Acceptance with the prior written consent (each such consent
not to be unreasonably withheld or delayed, it being agreed that, in the case of any Foreign Subsidiary Borrower, any increase
in any Non-Excluded Taxes shall not be a reasonable basis for withholding consent) of:


 






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(A)         
The Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate
of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 8.1(a) or (f) has occurred and
is continuing, any other Person; provided, further, that if any Lender assigns all or a portion of its rights and
obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition
of its interest in such affiliate, the Borrower’s prior written consent shall be required for such assignment; provided,
further, such shall be deemed given (I) for assignments with respect to the Term Loans, if the Borrower does not respond
to a request for consent within five (5) Business Days after receipt of such request and (II) for assignments with respect to the
Revolving Loans and Revolving Commitments, if the Borrower does not respond to a request for consent within ten (10) Business Days
after receipt of such request ; and


 


(B)          
the Administrative Agent provided that no consent of the Administrative Agent shall be required for an assignment
to a Lender or an Affiliate of a Lender or an Approved Fund; and


 


(C)          
in the case of an assignment of Revolving Commitments, any Issuing Bank and the Swing Line Lender.


 


(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 Commitments or Loans under any Facility, the amount of Commitments or Loans (or
in the case of Revolving Loans denominated in a Designated Foreign Currency, the Dollar Equivalent of the amount of such 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 (x) $1.0 million in the case of Term Loans
and (y) $5,000,000 in the case of Revolving Loans and Revolving Commitments, in each case unless the Borrower and the Administrative
Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default
under subsection 8.1(a) or (f) has occurred and is continuing, (2) such amounts shall be aggregated in respect of each Lender
and its affiliates or Approved Funds, if any;


 


(B)          
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case);


 






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(C)          
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire;


 


(D)         
[reserved]; and


 


(E)          
any Term Loans acquired by Holding, the Borrower or any Restricted Subsidiary shall be retired and cancelled promptly upon
acquisition thereof.


 


For the purposes of this subsection 10.6,
the term “Approved Fund” has the following meaning: any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered
or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of
an entity that administers or manages a Lender. Notwithstanding the foregoing, no Lender shall be permitted to make assignments
under this Agreement to any Disqualified Lender and any such assignment shall be void ab initio, except to the extent the
Borrower has consented to such assignment in writing (in which case such Lender will not be considered a Disqualified Lender solely
for that particular assignment).


 


(iii)         
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 (and bound by any
related obligations under) subsections 3.10, 3.11, 3.12, 3.13 and 10.5, and bound by its continuing obligations under subsection
10.16). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection
10.6 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 paragraph (c) of this subsection.


 


(iv)         
The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s
agent, solely for purposes of this subsection 10.6, to maintain at one of its offices in New York, New York 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 interest and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, 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 (and,
solely with respect to entries applicable to such Lender, any Lender), at any reasonable time and from time to time upon reasonable
prior notice. Notwithstanding anything herein to the contrary, any assignment by a Lender to a Disqualified Lender shall be deemed
null and void ab initio and the Register shall be modified to reflect a reversal of such assignment, and the Borrower shall
be entitled to pursue any remedy available to them (whether at law or in equity, including specific performance to unwind such
assignment) against the Lender and such Disqualified Lender. In no event shall the Administrative Agent be obligated to ascertain,
monitor or inquire as to whether any prospective assignee is a Disqualified Lender.


 






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(v)          
Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee (unless such
assignment is being made in accordance with subsection 2.5(e), subsection 3.13(d), subsection 3.14(c) or subsection 10.1(g), in
which case the effectiveness of such Assignment and Acceptance shall not require execution by assigning Lender), the Assignee’s
completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in this subsection 10.6(b) and any written consent to such assignment required by this subsection 10.6(b), the
Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 


(vi)         
On or prior to the effective date of any assignment pursuant to this subsection 10.6(b), the assigning Lender shall, upon
the request of the Borrower, surrender any outstanding Notes held by it all or a portion of which are being assigned. Any Notes
surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower marked “cancelled.”


 






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                        Notwithstanding the foregoing provisions of
this subsection 10.6(b) or any other provision of this Agreement, if the Borrower shall have consented thereto in writing (such
consent not to be unreasonably withheld), the Administrative Agent shall have the right, but not the obligation, to effectuate
assignments of Loans, Incremental Commitments, Initial Term Loan Commitments and Revolving Commitments via an electronic settlement
system acceptable to the Administrative Agent and the Borrower as designated in writing from time to time to the Lenders by the
Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its sole
discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed Assignee
pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written
approval of the Borrower and shall be consistent with the other provisions of this subsection 10.6(b). Each assigning Lender and
proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans,
and Commitments pursuant to the Settlement Service. If so elected by each of the Administrative Agent and the Borrower in writing
(it being understood that the Borrower shall have no obligation to make such an election), the Administrative Agent’s and
the Borrower’s approval of such Assignee shall be deemed to have been automatically granted with respect to any transfer
effected through the Settlement Service. Assignments and assumptions of the Loans and Commitments shall be effected by the provisions
otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set forth herein. The
Borrower may withdraw its consent to the use of the Settlement Service at any time upon at least 10 Business Days prior written
notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans and Commitments shall be effected by
the provisions otherwise set forth herein.


 


Furthermore, no Assignee, which as of the
date of any assignment to it pursuant to this subsection 10.6(b) would be entitled to receive any greater payment under subsection
3.10, 3.11 or 10.5, other than, in the case of any Foreign Subsidiary Borrower, any greater payment of additional amounts under
subsection 3.11, than the assigning Lender would have been entitled to receive as of such date under such subsections with respect
to the rights assigned, shall be entitled to receive such greater payments unless the assignment was made after an Event of Default
under subsection 8.1(a) or (f) has occurred and is continuing or the Borrower has expressly consented in writing to waive the benefit
of this provision at the time of such assignment.


 


(c)           
(i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable
law, without the consent of the Borrower or the Administrative Agent, sell participations (other than to a Disqualified Lender
or a natural person) to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Initial Term Loan Commitments, Incremental Commitments,
Extended Revolving 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, (C) such Lender shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents and (D) the Borrower, the Administrative Agent 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
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
may provide that, to the extent of such participation, such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clause
(i) or (iii) of the second proviso to the second sentence of subsection 10.1(a) and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this subsection, the Borrower agrees that each Participant shall be entitled to the benefits of
(and shall have the related obligations under) subsections 3.10, 3.11, 3.12, 3.13 and 10.5 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this subsection (it being understood that the documentation
required under Section 3.11(g) shall be delivered solely to the Lender who sells the participation). To the extent permitted
by law, each Participant also shall be entitled to the benefits of subsection 10.7(b) as though it were a Lender, provided
that such Participant shall be subject to subsection 10.7(a) as though it were a Lender. Notwithstanding the foregoing, no Lender
shall be permitted to sell participations under this Agreement to any Disqualified Lender and any such participation shall be void
ab initio, except to the extent the Borrower has consented to such participation in writing (in which case such Lender will
not be considered a Disqualified Lender solely for that particular participation). Any attempted participation which does not comply
with subsection 10.6 shall be null and void. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree
that the Administrative Agent shall not have any responsibility to determine the compliance of any Lender with the requirements
of this subsection 10.6(c) (it being understood that each Lender shall be responsible for ensuring its own compliance with the
requirements of this subsection 10.6(c)).


 



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(ii)           
Each Lender that sells a participation shall, acting solely for this purpose as an 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 amount) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its
other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with
a Tax audit, Tax proceeding or any other governmental inquiry 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 and Section 1.163-5(b) of
the Proposed United States Treasury Regulations (or any amended or successor version). The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(iii)          
No Loan Party shall be obligated to make any greater payment to a Participant under subsection 3.10, 3.11 or 10.5, any greater
payment of additional amounts under subsection 3.11, than it would have been obligated to make in the absence of any participation,
except to the extent a right to a greater payment results from a change in law after the Participant acquired the applicable participation.


 


(iv)          
Subject to paragraph (c)(ii), any Lender other than a Conduit Lender may also sell participations on terms other than the
terms set forth in paragraph (c)(i) above, provided such participations are on terms and to Participants satisfactory to
the Borrower and the Borrower has consented to such terms and Participants in writing.


 


(d)           
Any Lender, without the consent of the Borrower or the Administrative Agent, may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this subsection 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 (by foreclosure or otherwise) any such pledgee or Assignee for such Lender as a party
hereto.


 



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(e)           
No assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the
prior written consent of the Borrower if it would require the Borrower to make any filing with any Governmental Authority or qualify
any Loan or Note under the laws of any jurisdiction, and the Borrower shall be entitled to request and receive such information
and assurances as it may reasonably request from any Lender or any Assignee or Participant to determine whether any such filing
or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law.


 


(f)            
Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its
designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth
in subsection 10.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against
a Conduit Lender or join any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state, federal or provincial bankruptcy or similar law, for one year
and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided,
however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance. Each such indemnifying Lender shall pay in full any claim received from the Borrower pursuant
to this subsection 10.6(f) within 30 Business Days of receipt of a certificate from a Responsible Officer of the Borrower specifying
in reasonable detail the cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted,
which certificate shall be conclusive absent manifest error. Without limiting the indemnification obligations of any indemnifying
Lender pursuant to this subsection 10.6(f), in the event that the indemnifying Lender fails timely to compensate the Borrower for
such claim, any Loans held by the relevant Conduit Lender shall, if requested by the Borrower, be assigned promptly to the Lender
that administers the Conduit Lender and the designation of such Conduit Lender shall be void.


 


(g)           
If the Borrower wishes to replace the Loans under any Facility or Tranche in whole or in part with ones having different
terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’
(or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) advance notice to the Lenders
of such Facility or Tranche, as applicable, instead of prepaying the Loans to be replaced, to (i) require the Lenders
under such Facility of Tranche to assign such Loans to the Administrative Agent or its designees and (ii) amend the terms
thereof in accordance with subsection 10.1. Pursuant to any such assignment, all Loans to be replaced shall be purchased at par
(allocated among the Lenders of such Facility or Tranche in the same manner as would be required if such Loans were being optionally
prepaid by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to subsection
3.12. By receiving such purchase price, the Lenders of such Facility or Tranche, as applicable, shall automatically be deemed to
have assigned the Loans under such Facility or Tranche pursuant to the terms of the form of Assignment and Acceptance attached
hereto as Exhibit G, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions
of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the
Collateral during any such replacement.


 



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(h)           
(i) 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 Loans or Commitments to any Parent, the Borrower
or any Subsidiary and (y) any Parent, the Borrower and any Subsidiary may, from time to time, purchase or prepay Loans,
in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro
rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent (or other applicable
agent managing such auction); provided that (A) any such Dutch auction by the Borrower or its Subsidiaries
shall be made in accordance with subsection 3.4(j) and (B) any such Dutch auction by any Parent shall be made
on terms substantially similar to subsection 3.4(j) or on other terms to be agreed between such Parent and the Administrative
Agent (or other applicable agent managing such auction) or (2) open market purchases; provided further
that any such Loans acquired by Holding, the Borrower or a Restricted Subsidiary shall be retired or cancelled, in the case
of Term Loans, promptly upon the acquisition thereof, and in the case of Revolving Loans or Revolving Commitments, no later than
the 61st day following such acquisition or contribution if then still held by Holding, the Borrower or any of its Restricted
Subsidiaries.


 


(i)             
Notwithstanding the foregoing provisions of this subsection 10.6, nothing in this subsection 10.6 is intended to or should
be construed to limit the Borrower’s right to prepay the Loans as provided hereunder, including under subsection 3.4.


 


(j)             
Notwithstanding anything in the Loan Documents to the contrary, the Administrative Agent shall not be responsible (or have
any liability) for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating
to Disqualified Lender.  Without limiting the generality of the foregoing, the Administrative Agent (in its capacity as such)
shall not (1) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant
is a Disqualified Lender or (2) have any liability with respect to or arising out of any assignment or participation of Loans or
Commitments, or disclosure of confidential information by any Lender, to any Disqualified Lender.


 



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10.7         
Adjustments; Set-off; Calculations; Computations.


 


(a)           
If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans
owing to it, 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 subsection 8.1(f), or otherwise (except pursuant to subsection 2.5,
2.9, 2.10, 2.11, 3.4, 3.9, 3.10, 3.11, 3.12, 3.13(d), 3.14, 10.1(g) or 10.6))), 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 owing to it, or interest thereon,
such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in
such portion of each such other Lender’s Loans, as the case may be, owing to it, 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)           
In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice
to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence
of an Event of Default under subsection 8.1(a) to set off and appropriate and apply against any amount then due and payable under
subsection 8.1(a) by the Borrower 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 such Borrower. Each Lender agrees promptly to notify the Borrower 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.


 


10.8         
Judgment.


 


(a)           
If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court in any jurisdiction, it becomes
necessary to convert into any other currency (such other currency being hereinafter in this subsection 10.8 referred to as the
 “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”)
other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately
preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any other jurisdiction that
will give effect to such conversion being made on such date, or the date on which the judgment is given, in the case of any proceeding
in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this subsection 10.8
being hereinafter in this subsection 10.8 referred to as the “Judgment Conversion Date”).


 



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(b)           
If, in the case of any proceeding in the court of any jurisdiction referred to in subsection 10.8(a), there is a change
in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount
due, the applicable Loan Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary
to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the
date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment
Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount
due from any Loan Party under this subsection 10.8(b) shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of any of the Loan Documents.


 


(c)           
The term “rate of exchange” in this subsection 10.8 means the rate of exchange at which the Administrative Agent,
on the relevant date at or about 12:00 noon (New York time), would be prepared to sell, in accordance with its normal course foreign
currency exchange practices, the Obligation Currency against the Judgment Currency.


 


10.9         
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts (including by telecopy), and all of such 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 delivered to the Borrower and the Administrative
Agent.


 


10.10       
Severability. Any provision of this Agreement which 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.


 


10.11       
Integration. This Agreement and the other Loan Documents represent the entire agreement of each of the Loan Parties
party hereto, the Agents, the Issuing Banks and the Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by any of the Loan Parties party hereto, the Administrative Agent or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.


 


10.12       
GOVERNING LAW. THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND
ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 



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10.13       
Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)           
submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents
to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the
Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United
States District Court for the Southern District of New York (the “Federal District Court,” and together with
the New York Supreme Court, the “New York Courts”), and appellate courts from either of them;


 


(b)           
consents that any such action or proceeding may be brought in such courts and waives, to the maximum extent not prohibited
by law, 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 forum and agrees not to plead or claim the same;


 


(c)           
agrees that the New York Courts and appellate courts from either of them shall be the exclusive forum for any legal action
or proceeding relating to this Agreement and the other Loan Documents to which it is a party, and that it shall not initiate (or
collusively assist in the initiation of) any such action or proceeding in any court other than the New York Courts and appellate
courts from either of them; provided that


 


(i)             
if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court,
lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect
thereto in another court having such jurisdiction;


 


(ii)            
in the event that a legal action or proceeding is brought against any party hereto or involving any of its property or assets
in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party shall be
entitled to assert any claim or defense (including any claim or defense that this subsection 10.13(c) would otherwise require to
be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding;


 


(iii)          
the Agents and the Lenders may bring any legal action or proceeding against any Loan Party in any jurisdiction in connection
with the exercise of any rights under any Security Documents, provided that any Loan Party shall be entitled to assert any
claim or defense (including any claim or defense that this subsection 10.13(c) would otherwise require to be asserted in a legal
action or proceeding in a New York Court) in any such action or proceeding; and


 



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(iv)         
any party hereto may bring any legal action or proceeding in any jurisdiction for the recognition and enforcement of any
judgment;


 


(d)           
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower (or, in the case of any Foreign
Subsidiary Borrower, as specified in subsection 10.13(g)), the applicable Lender or the Administrative Agent, as the case may be,
at the address specified in subsection 10.2 or at such other address of which the Administrative Agent, any such Lender and the
Borrower shall have been notified pursuant thereto;


 


(e)          
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject
to the preceding clause (c)) shall limit the right to sue in any other jurisdiction; and


 


(f)          
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 subsection 10.13 any consequential or punitive damages.


 


(g)         
Upon any Foreign Subsidiary becoming a Foreign Subsidiary Borrower in accordance with subsection 10.1(h), such Foreign Subsidiary
Borrower hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York
(the “New York Process Agent”), reasonably satisfactory to the Administrative Agent, as its agent to receive
on behalf of such Foreign Subsidiary Borrower and its property service of copies of the summons and complaint and any other process
which may be served in any action or proceeding in any such New York State or Federal court described in paragraph (a) of this
subsection 10.13 and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New
York Process Agent shall accept such appointment in a writing reasonably satisfactory to the Administrative Agent) prior to the
termination for any reason of the appointment of the initial New York Process Agent. In any such action or proceeding in such New
York State or Federal court, such service may be made on such Foreign Subsidiary Borrower by delivering a copy of such process
to such Foreign Subsidiary Borrower in care of the New York Process Agent at the New York Process Agent’s address and by
depositing a copy of such process in the mails by certified or registered air mail, addressed to such Foreign Subsidiary Borrower
at its address specified in subsection 10.2 with (if applicable) a copy to the Borrower (such service to be effective upon such
receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each of the Foreign Subsidiary
Borrowers hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its
behalf. As an alternate method of service, each of the Foreign Subsidiary Borrowers irrevocably and unconditionally consents to
the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies
of such process to such Foreign Subsidiary Borrower by certified or registered air mail at its address specified pursuant to subsection
10.2. Each of the Foreign Subsidiary Borrowers agrees that, to the fullest extent permitted by applicable law, a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.


 



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(h)           
To the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from
any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice,
attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself
or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees not to plead or claim such immunity
in respect of its obligations under this Agreement and any Note.


 


10.14      
Acknowledgements. The Borrower hereby acknowledges that:


 


(a)           
it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)          
neither the Administrative Agent nor any Agent, Other Representative, Issuing Bank or Lender has any fiduciary relationship
with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship
between the Administrative Agent and Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith
is solely that of creditor and debtor; and


 


(c)          
no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby and thereby among the Lenders or among the Borrower and the Lenders.


 


10.15      
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 



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10.16       
Confidentiality.


 


(a)            
Each Agent, each Issuing Bank, each Other Representative and each Lender agrees to keep confidential any information (x)
provided to it by or on behalf of Holding, or any of its Subsidiaries pursuant to or in connection with the Loan Documents or (y)
obtained by such Lender based on a review of the books and records of Holding or any of its Subsidiaries; provided that
nothing herein shall prevent any Lender from disclosing any such information (i) to any Agent, any Other Representative
or any other Lender, (ii) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations which agrees to comply with
the provisions of this subsection (or with other confidentiality provisions satisfactory to and consented to in writing by the
Borrower) pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii),
which Person has been approved by the Borrower (such approval not be unreasonably withheld), in respect to any electronic information
(whether posted or otherwise distributed on Intralinks or any other electronic distribution system)) for the benefit of Holding
and the Borrower (it being understood that each relevant Lender shall be solely responsible for obtaining such instrument (or such
electronically recorded agreement)), (iii) to its affiliates and the employees, officers, directors, agents, attorneys,
accountants and other professional advisors of it and its affiliates, provided that such Lender shall inform each such Person
of the agreement under this subsection 10.16 and take reasonable actions to cause compliance by any such Person referred to in
this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be
bound by the agreement under this subsection 10.16), (iv) upon the request or demand of any Governmental Authority having
jurisdiction over such Lender or its affiliates or to the extent required in response to any order of any court or other Governmental
Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that such Lender shall, unless
prohibited by any Requirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv) as far in advance as is
reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement,
(vi) in connection with the exercise of any remedy hereunder, under any Loan Document or under any Interest Rate Agreement,
(vii) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance
Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (to the extent applicable),
(viii) in connection with any litigation to which such Lender (or, with respect to any Interest Rate Agreement, any affiliate
of any Lender party thereto) may be a party, subject to the proviso in clause (iv), and (ix) if, prior to such information
having been so provided or obtained, such information was already in an Agent’s, Arranger’s or a Lender’s possession
on a non-confidential basis without a duty of confidentiality to Holding or the Borrower (or any of their respective Affiliates)
being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance,
the provisions of this subsection 10.16 shall survive with respect to each Agent and Lender until the second anniversary of such
Agent or Lender ceasing to be an Agent or a Lender, respectively.


 


(b)           
Each Lender acknowledges that any such information referred to in subsection 10.16(a), and any information (including requests
for waivers and amendments) furnished by the Borrower or the Administrative Agent pursuant to or in connection with this Agreement
and the other Loan Documents, may include material non-public information concerning the Borrower, the other Loan Parties and their
respective Affiliates or their respective securities. Each Lender represents and confirms that such Lender has developed compliance
procedures regarding the use of material non-public information; that such Lender will handle such material non-public information
in accordance with those procedures and applicable law, including United States federal and state securities laws; and that such
Lender has identified to the Administrative Agent a credit contact who may receive information that may contain material non-public
information in accordance with its compliance procedures and applicable law.


 



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10.17       
Incremental Indebtedness; Additional Indebtedness. In connection with the incurrence by any Loan Party or any Subsidiary
thereof of any Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness, each of the Administrative
Agent and the Collateral Agent agrees to execute and deliver any Intercreditor Agreement, Other Intercreditor Agreement or Intercreditor
Agreement Supplement and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications
to, any Security Document (including but not limited to any Mortgages), and to make or consent to any filings or take any other
actions in connection therewith, as may be reasonably deemed by the Borrower to be necessary or reasonably desirable for any Lien
on the assets of any Loan Party permitted to secure such Incremental Indebtedness, Specified Refinancing Indebtedness or Additional
Indebtedness to become a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary,
to the extent such priority is permitted by the Loan Documents) pursuant to the Security Document being so amended, amended and
restated, restated, waived, supplemented or otherwise modified or otherwise.


 


10.18       
USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to
obtain, verify, and record information that identifies the Borrower and each Subsidiary Guarantor, which information includes the
name of the Borrower and each Subsidiary Guarantor and other information that will allow such Lender to identify the Borrower and
each Subsidiary Guarantor in accordance with the Patriot Act, and the Borrower agrees to provide such information from time to
time to any Lender.


 


10.19       
Special Provisions Regarding Pledges of Capital Stock in, and Promissory Notes Owed by, Persons Not Organized in the
United States. To the extent any Security Document requires or provides for the pledge of promissory notes issued by, or Capital
Stock in, any Person organized under the laws of a jurisdiction outside the United States, it is acknowledged that no actions have
been or will be required to be taken to perfect, under local law of the jurisdiction of the Person who issued the respective promissory
notes or whose Capital Stock is pledged, under the Security Documents.


 


10.20       
Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,”
 “signature,” and words of like import in any Assignment and Acceptance or in any amendment or other modification hereof
(including waivers and consents) 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 an originally 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.


 



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10.21      
Effect of Amendment and Restatement on Existing Credit Agreement. On the Second Restatement Effective Date, the Existing
Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter
be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto
acknowledge and agree that (1) this Agreement and the other Loan Documents, whether executed and delivered in connection
herewith or otherwise, do not constitute a novation, satisfaction, payment, re-borrowing or termination of the “Obligations”
under the Existing Credit Agreement or the other Loan Documents as in effect prior to the Second Restatement Effective Date and
which remain outstanding as of the Second Restatement Effective Date, nor do they operate as a waiver of any right, power or remedy
of any Lender under any Loan Document, (2) the “Obligations” under the Existing Credit Agreement and the
other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject
to the terms herein) and (3) the Liens and security interests as granted under the applicable Loan Documents securing
payment of the Obligations (as defined in the Guarantee and Collateral Agreement) are in all respects continuing, unaltered and
in full force, and effect and with the same priority to secure such Obligations, whether heretofore or hereafter incurred, and
are reaffirmed hereby.


 


10.22      
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising
under any Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the
 “Covered Liabilities”), may be subject to Write-down and Conversion Powers and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)          
the application of Write-Down and Conversion Powers to any Covered Liability arising under any Loan Document which may be
payable to it by any Lender that is an EEA Financial Institution; and


 


(b)          
the effects of any Bail-in Action on any such Covered Liability, including, if applicable:


 


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


 



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(ii)            
a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability
under any Loan Document; or


 


(iii)           
the variation of the terms of such Covered Liability in connection with the exercise of Write-Down and Conversion Powers.


 


Notwithstanding anything to the contrary herein,
nothing contained in this subsection 10.22 shall modify or otherwise alter the rights or obligations with respect to any liability
that is not a Covered Liability.


 


10.23      
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for any swap agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


(a)            
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the
parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.


 



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(b)          
As used in this Section 10.23, the following terms have the following meanings:


 


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


 


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


 


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


 


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


 


* * * * *


 



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[Signature pages intentionally omitted]