Exhibit 10.10


 


Published Deal CUSIP : 91809EAA9


Term Loan – 1st Lien CUSIP:    91809EAB7


 


FIRST LIEN TERM LOAN CREDIT AGREEMENT


 


Dated as of November 21, 2017


 


as amended by Amendment No. 1 to Credit
Agreement dated as of July 23, 2020


 


among


 


UTZ
QUALITY FOODS, LLC,

as the Borrower,


 


UTZ BRANDS HOLDINGS, LLC (f/k/a/ UM-U INTERMEDIATE,
LLC),


UM-R INTERMEDIATE, LLC and


SRS LEASING, LLC,


each as a Parent,


 


bank
of america, n.a.,

as Administrative Agent and Collateral Agent,


 


THE LENDERS PARTY HERETO,


 


BANK
OF AMERICA, N.A., 


GOLDMAN
SACHS BANK USA,


MANUFACTURERS
AND TRADERS TRUST COMPANY and


PNC
CAPITAL MARKETS LLC,


 


as Joint Lead Arrangers and Joint Bookrunners


 


 






     


     


    

 




Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE
    I
 
 Definitions and Accounting Terms
	 	 	 
	Section
    1.01	Defined
    Terms	1
	Section
    1.02	Other
    Interpretive Provisions	55
	Section
    1.03	Accounting
    Terms	56
	Section
    1.04	Rounding	56
	Section
    1.05	References
    to Agreements, Laws, Etc.	56
	Section
    1.06	Times
    of Day	56
	Section
    1.07	Timing
    of Payment or Performance	57
	Section
    1.08	Currency
    Equivalents Generally	57
	Section
    1.09	Certain
    Calculations and Tests	57
	Section
    1.10	LIBOR
    Discontinuation	58
	 	 	 
	ARTICLE
    II
 
 The Term Commitments and Credit Extensions
	 	 	 
	Section
    2.01	The
    Term Borrowings	59
	Section
    2.02	Borrowings,
    Conversions and Continuations of Loans	59
	Section
    2.03	[Reserved]	61
	Section
    2.04	[Reserved]	61
	Section
    2.05	Prepayments	61
	Section
    2.06	Termination
    or Reduction of Term Commitments	68
	Section
    2.07	Repayment
    of Loans	68
	Section
    2.08	Interest	68
	Section
    2.09	Fees	69
	Section
    2.10	Computation
    of Interest and Fees	69
	Section
    2.11	Evidence
    of Indebtedness	69
	Section
    2.12	Payments
    Generally	69
	Section
    2.13	Sharing
    of Payments	71
	Section
    2.14	Incremental
    Credit Extensions	72
	Section
    2.15	Extensions
    of Term Loans.	74
	Section
    2.16	Defaulting
    Lenders	75
	Section
    2.17	Permitted
    Debt Exchanges	76
	 	 	 
	ARTICLE
    III
 
 Taxes, Increased Costs Protection and Illegality
	 	 	 
	Section
    3.01	Taxes	79
	Section
    3.02	Inability
    to Determine Rates	82
	Section
    3.03	Increased
    Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	82
	Section
    3.04	Funding
    Losses	83
	Section
    3.05	Matters
    Applicable to All Requests for Compensation	83
	Section
    3.06	Replacement
    of Lenders under Certain Circumstances	85
	Section
    3.07	Illegality	86
	Section
    3.08	Survival	86



 






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	 	 	Page
	 	 	 
	ARTICLE
    IV
 
 Conditions Precedent to Credit Extensions
	 	 	 
	Section
    4.01	Conditions
    to Closing Date	86
	Section
    4.02	Conditions
    to Subsequent Credit Extensions	88
	 	 	 
	ARTICLE
    V
 
 Representations and Warranties
	 	 	 
	Section
    5.01	Existence,
    Qualification and Power; Compliance with Laws	89
	Section
    5.02	Authorization;
    No Contravention	89
	Section
    5.03	Governmental
    Authorization; Other Consents	89
	Section
    5.04	Binding
    Effect	89
	Section
    5.05	Financial
    Statements; No Material Adverse Effect	89
	Section
    5.06	Litigation	90
	Section
    5.07	Ownership
    of Property; Liens	90
	Section
    5.08	Environmental
    Matters	90
	Section
    5.09	Taxes	91
	Section
    5.10	Compliance
    with ERISA	91
	Section
    5.11	Subsidiaries;
    Equity Interests	91
	Section
    5.12	Margin
    Regulations; Investment Company Act	91
	Section
    5.13	Disclosure	92
	Section
    5.14	Intellectual
    Property; Licenses, Etc.	92
	Section
    5.15	Solvency	92
	Section
    5.16	Collateral
    Documents	92
	Section
    5.17	Use
    of Proceeds	92
	Section
    5.18	Sanctions
    Laws and Regulations and Anti-Corruption Laws	92
	 	 	92
	ARTICLE
    VI
 
 Affirmative Covenants
	 	 	 
	Section
    6.01	Financial
    Statements	93
	Section
    6.02	Certificates;
    Other Information	94
	Section
    6.03	Notices	96
	Section
    6.04	Maintenance
    of Existence	96
	Section
    6.05	Maintenance
    of Properties	96
	Section
    6.06	Maintenance
    of Insurance	96
	Section
    6.07	Compliance
    with Laws	96
	Section
    6.08	Books
    and Records	97
	Section
    6.09	Inspection
    Rights	97
	Section
    6.10	Covenant
    to Guarantee Obligations and Give Security	97
	Section
    6.11	Use
    of Proceeds	98
	Section
    6.12	Further
    Assurances and Post-Closing Covenants	98
	Section
    6.13	Designation
    of Subsidiaries	98
	Section
    6.14	Payment
    of Taxes	99
	Section
    6.15	Nature
    of Business	99
	Section
    6.16	Maintenance
    of Rating of the Borrower and the Facilities	99
	Section
    6.17	Lender
    Calls	99



 






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	 	 	Page
	 	 	 
	ARTICLE
    VII
 
 Negative Covenants
	 	 	 
	Section
    7.01	Liens	100
	Section
    7.02	Investments	103
	Section
    7.03	Indebtedness	106
	Section
    7.04	Fundamental
    Changes	111
	Section
    7.05	Dispositions	113
	Section
    7.06	Restricted
    Payments	115
	Section
    7.07	Transactions
    with Affiliates	117
	Section
    7.08	Prepayments,
    Etc., of Indebtedness	119
	Section
    7.09	[Reserved]	119
	Section
    7.10	Negative
    Pledge and Subsidiary Distributions	119
	Section
    7.11	Change
    of Fiscal Year	121
	Section
    7.12	Material
    Real Property	121
	Section
    7.13	Inventure
    Account	121
	 	 	 
	ARTICLE
    VIII
 
 Events of Default and Remedies
	 	 	 
	Section
    8.01	Events
    of Default	121
	Section
    8.02	Remedies
    Upon Event of Default	123
	Section
    8.03	Exclusion
    of Immaterial Subsidiaries	124
	Section
    8.04	Application
    of Funds	124
	 	 	 
	ARTICLE
    IX
 
 Administrative Agent and Other Agents
	 	 	 
	Section
    9.01	Appointment
    and Authorization of Agents	125
	Section
    9.02	Delegation
    of Duties	125
	Section
    9.03	Liability
    of Agents	126
	Section
    9.04	Reliance
    by Agents	126
	Section
    9.05	Notice
    of Default	127
	Section
    9.06	Credit
    Decision; Disclosure of Information by Agents	127
	Section
    9.07	Indemnification
    of Agents	128
	Section
    9.08	Agents
    in their Individual Capacities	128
	Section
    9.09	Successor
    Agents	128
	Section
    9.10	Administrative
    Agent May File Proofs of Claim	129
	Section
    9.11	Collateral
    and Guaranty Matters	130
	Section
    9.12	Other
    Agents; Arrangers and Managers	131
	Section
    9.13	Appointment
    of Supplemental Administrative Agents	131
	Section
    9.14	Withholding
    Tax	132



 






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	 	 	Page
	 	 	 
	ARTICLE
    X
 
 Miscellaneous
	 	 	 
	Section
    10.01	Amendments,
    Etc.	133
	Section
    10.02	Notices
    and Other Communications; Facsimile Copies	135
	Section
    10.03	No
    Waiver; Cumulative Remedies	137
	Section
    10.04	Attorney
    Costs and Expenses	138
	Section
    10.05	Indemnification
    by the Borrower	138
	Section
    10.06	Payments
    Set Aside	139
	Section
    10.07	Successors
    and Assigns	139
	Section
    10.08	Confidentiality	145
	Section
    10.09	Setoff	145
	Section
    10.10	Counterparts	146
	Section
    10.11	Integration	146
	Section
    10.12	Survival
    of Representations and Warranties	146
	Section
    10.13	Severability	146
	Section
    10.14	GOVERNING
    LAW, JURISDICTION, SERVICE OF PROCESS	147
	Section
    10.15	WAIVER
    OF RIGHT TO TRIAL BY JURY	147
	Section
    10.16	Binding
    Effect	148
	Section
    10.17	Judgment
    Currency	148
	Section
    10.18	Lender
    Action	148
	Section
    10.19	Know-Your-Customer,
    Etc.	148
	Section
    10.20	USA
    PATRIOT Act	148
	Section
    10.21	Applicable
    Intercreditor Agreements	149
	Section
    10.22	Obligations
    Absolute	149
	Section
    10.23	No
    Advisory or Fiduciary Responsibility	150
	Section
    10.24	Electronic
    Execution of Assignments and Certain Other Documents	150
	Section
    10.25	Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions	150
	Section
    10.26	Lender
    Representation	151
	Section
    10.27	Acknowledgement
    Regarding Any Supported QFCs	152




 


	SCHEDULES
	 	 	 
	1.01A	—	Certain
    Security Interests and Guarantees
	1.01B	—	Unrestricted
    Subsidiaries
	1.01C	—	Excluded
    Subsidiaries
	1.01D	—	Guarantors
	1.01E	—	Material
    Real Property
	2.01	—	Term
    Commitments
	5.06	—	Litigation
	5.11	—	Subsidiaries
    and Other Equity Investments
	6.12	—	Post-Closing
    Covenants
	7.01(b)	—	Existing
    Liens
	7.02	—	Existing
    Investments
	7.03(c)	—	Surviving
    Indebtedness
	7.07	—	Transactions
    with Affiliates
	10.02	—	Administrative
    Agent’s Office; Certain Addresses for Notices




 






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	EXHIBITS
	 	 	 
	Form
    of	 	 
	 	 	 
	A	—	Committed
    Loan Notice
	B	—	[Reserved]
	C	—	Term
    Note
	D	—	Compliance
    Certificate
	E	—	Assignment
    and Assumption
	F	—	Guaranty
	G-1	—	ABL
    Intercreditor Agreement
	G-2	—	Term
    Intercreditor Agreement
	H	—	Security
    Agreement
	I	—	Discounted
    Prepayment Option Notice
	J	—	Lender
    Participation Notice
	K	—	Discounted
    Voluntary Prepayment Notice
	L	—	United
    States Tax Compliance Certificate




 






    v


     


    

 



 


FIRST LIEN TERM LOAN CREDIT AGREEMENT


 


This FIRST LIEN TERM
LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of November 21, 2017, among UTZ QUALITY FOODS, LLC,
a Delaware limited liability company (the “Borrower”), UM-U INTERMEDIATE, LLC, a Delaware limited liability
company (“UM-U Parent”), UM-R INTERMEDIATE, LLC, a Delaware limited liability company (“UM-R Parent”),
SRS LEASING, LLC, a Delaware limited liability company (“SRS Leasing Parent”, and together with UM-U Parent and UM-R
Parent, the “Parents”) and Bank of America, N.A. (“Bank
of America”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (the “Lenders”).


 


PRELIMINARY STATEMENTS


 


1.       The
Borrower and the Parents are party to that certain amended and restated credit agreement, dated as of January 20, 2017, by and
among the Borrower, each Parent, the financial institutions party thereto as lenders, Manufacturers and Traders Trust Company (“M&T”)
as the issuing bank, a lender, the swingline lender and the administrative agent, M&T, Bank of America and PNC Capital Markets
LLC as joint lead arrangers and CoBank, ACB, JPMorgan Chase Bank, N.A. and Cooperatieve Rabobank U.A., New York Branch as co-documentation
agents (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).


 


2.       The
Borrower has requested the Lenders make available to them the Initial Term Commitments and Initial Term Loans, on the terms and
conditions set forth herein, the proceeds of which will be used for the purposes set forth in Section 6.11.


 


3.       Concurrently
herewith, the Borrower is entering into (i) the Second Lien Credit Agreement to incur second lien term loans, subject to the terms
of the Term Intercreditor Agreement, the proceeds of which shall be deposited into a deposit account (the “Inventure Account”),
which upon entry into a deposit account control agreement, shall be a controlled deposit account for the benefit of the Second
Lien Lenders, and shall, on the Inventure Acquisition Closing Date, be released to fund the Inventure Acquisition and (ii) the
ABL Credit Agreement to provide a revolving credit facility for working capital needs, subject to the terms of the ABL Intercreditor
Agreement.


 


4.       The
proceeds of the Initial Term Loans together with the proceeds of the loans under the ABL Credit Agreement in an amount not in excess
of $20.0 million, the proceeds of the loans under the Second Lien Credit Agreement and cash on hand of the Parent, the Borrower
and the Restricted Subsidiaries, will be used to (a) consummate the Refinancing, (b) finance the Transaction Expenses, (c) to fund
the Inventure Acquisition and (d) pay the Closing Date Restricted Payment.


 


The applicable Lenders
have indicated their willingness to lend on the terms and subject to the conditions set forth herein.


 


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


 






     


     


    

 


ARTICLE I


 


Definitions
and Accounting Terms


 


Section 1.01                    
Defined Terms. As used in this Agreement, the following
terms shall have the meanings set forth below:


 


“ABL Credit
Agreement” means the ABL Credit Agreement dated as of the Closing Date among each Parent, the Borrower (as administrative
borrower), Golden Flake Snack Foods, Inc (as co-borrower), each additional borrower from time to time party thereto, the ABL Facility
Administrative Agent and the several banks and other financial institutions from time to time parties thereto, as such agreement
may be amended, supplemented, waived or otherwise modified from time to time, in each case to the extent permitted hereunder, and
any Permitted Refinancing thereof (unless such agreement, instrument or document expressly provides that it is not intended to
be and is not an ABL Credit Agreement), in each case to the extent permitted hereunder.


 


“ABL Facility”
means the collective reference to the ABL Credit Agreement, any Loan Documents (as defined therein), any notes and letters of credit
issued pursuant thereto and any guarantee, security agreement, patent, trademark or copyright security agreements, 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, in each case to the extent permitted hereunder and any Permitted Refinancing thereof (unless such agreement,
instrument or document expressly provides that it is not intended to be and is not an ABL Facility).


 


“ABL Facility
Administrative Agent” means Bank of America, N.A. in its capacity as administrative agent under the ABL Credit Agreement
or any successor agent under the ABL Loan Documents.


 


“ABL Intercreditor
Agreement” means the ABL Intercreditor Agreement substantially in the form of Exhibit G-1 among the Collateral
Agent, Bank of America, N.A., as collateral agent under the Second Lien Credit Agreement, Bank of America, N.A., as collateral
agent under the ABL Credit Agreement and the representatives for purposes thereof for holders of one or more other classes of Indebtedness,
the Borrower and the other parties thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance
with the requirements thereof and of this Agreement, and which shall also include any replacement intercreditor agreement entered
into in accordance with the terms hereof.


 


“ABL Lenders”
means “Lenders” under the ABL Credit Agreement.


 


“ABL Loan Documents”
means, collectively, (i) the ABL Credit Agreement and (ii) the security documents, intercreditor agreements (including the ABL
Intercreditor Agreement), guarantees, joinders and other agreements or instruments executed in connection with the ABL Facility
or such other agreements, in each case, as amended, modified, supplemented, substituted, replaced, restated or refinanced, in whole
or in part, from time to time including in connection with a Permitted Refinancing of the ABL Facility.


 


“ABL Obligations”
means “Obligation” as defined in the ABL Facility as in effect on the Closing Date.


 


“ABL Priority
Collateral” has the meaning set forth in the ABL Intercreditor Agreement.


 


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


 


“Acceptance
Date” has the meaning specified in Section 2.05(d)(ii).


 


“Accounting
Changes” has the meaning specified in Section 1.03(d).


 






    -2-


     


    

 


“Acquired EBITDA”
means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such
period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined
on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.


 


“Acquired Entity
or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Additional
Lender” has the meaning specified in Section 2.14(d).


 


“Administrative
Agent” means, subject to Section 9.13, Bank of America in its capacity as administrative agent under the Loan
Documents, or any successor administrative agent appointed in accordance with Section 9.09.


 


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


 


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


 


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


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.


 


“Affiliated
Debt Fund” means an Affiliated Lender 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, bonds and similar extensions of credit
in the ordinary course of business and with respect to which a Permitted Holder does not, directly or indirectly, possess the power
to direct or cause the direction of the investment policies of such entity.


 


“Affiliated
Lender” means the Permitted Holders, the Borrower and any Affiliates thereof (including Affiliated Debt Funds but excluding,
in each case, any natural person).


 


“After Year-End
Payment” has the meaning specified in Section 2.05(b).


 


“Agent Fee Letter”
means the Fee Letter dated October 25, 2017, by and among the Borrower, Bank of America and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, and as otherwise amended, supplemented or modified from time to time.


 


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


 


“Agent-Related
Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents
and attorneys-in-fact of such Persons and Affiliates.


 






    -3-


     


    

 


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


 


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


 


“Agreement”
has the meaning specified in the introductory paragraph hereof.


 


“Agreement Currency”
has the meaning specified in Section 10.17.


 


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


 


“Applicable
Intercreditor Agreement” means (a) to the extent executed in connection with any incurrence of Indebtedness secured by
Liens on the Collateral that (i) are intended to rank equal in priority to the Liens on the ABL Priority Collateral securing the
ABL Obligations and (ii) are intended to rank junior in priority to the Liens on the Term Priority Collateral securing the Obligations,
the ABL Intercreditor Agreement, (b) to the extent executed in connection with any incurrence of Indebtedness secured by Liens
on the Collateral that are intended to rank equal in priority to the Liens on the Collateral securing the Obligations (but without
regard to control of remedies), each of the ABL Intercreditor Agreement and the Term Intercreditor Agreement, (c) to the extent
executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal
in priority to the Liens on the Collateral securing the Junior Priority Debt Obligations (as defined in the Term Intercreditor
Agreement), the Term Intercreditor Agreement and the ABL Intercreditor Agreement and (d) to the extent executed in connection with
any incurrence of Indebtedness secured by Liens on the Collateral that are intended to rank junior in priority to the Liens securing
the Obligations and the Junior Priority Debt Obligations, a customary intercreditor agreement in form and substance reasonably
acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing
such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations and the Junior Priority Debt Obligations
(as defined in the Term Intercreditor Agreement).


 


“Applicable
Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for Eurocurrency Rate
Loans or Base Rate Loans, as applicable, as notified to the Administrative Agent, any of which offices may be changed by such Lender.


 


“Applicable
Percentage” means, at any time (a) with respect to any Lender with a Term Commitment of any Class, the percentage (carried
out to the 9th decimal place) equal to a fraction the numerator of which is the amount of such Lender’s Term Commitment
of such Class at such time and the denominator of which is the aggregate amount of all Term Commitments of such Class of all Lenders
and (b) with respect to the Loans of any Class, a percentage (carried out to the 9th decimal place) equal to a fraction
the numerator of which is such Lender’s Outstanding Amount of the Loans of such Class and the denominator of which is the
aggregate Outstanding Amount of all Loans of such Class.


 


“Applicable
Rate” means a percentage per annum equal to, (A) for Eurocurrency Rate Loans that are Initial Term Loans, 3.50% and (B)
for Base Rate Loans that are Initial Term Loans, 2.50%.


 


“Appropriate
Lender” means, at any time, with respect to Loans of any Class, the Lenders of such Class.


 


“Approved Foreign
Bank” has the meaning specified in the definition of “Cash Equivalents.”


 






    -4-


     


    

 


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


 


“Asset Percentage”
has the meaning specified in Section 2.05(b)(ii).


 


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


 


“Assignment
and Assumption” means (a) an Assignment and Assumption substantially in the form of Exhibit E and (b) in the case
of any assignment of Term Loans in connection with a Permitted Debt Exchange conducted in accordance with Section 2.17,
such form of assignment (if any) as may have been requested by the Administrative Agent in accordance with Section 2.17(a)(viii)
or, in each case, any other form (including electronic documentation generated by an electronic platform) approved by the Administrative
Agent.


 


“Attorney Costs”
means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.


 


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


 


“Audited Financial
Statements” means (i) the audited Consolidated balance sheet of the Parents and their respective Subsidiaries for the
fiscal years ended on the Sunday closest to December 31, 2016 and the Sunday closest to December 31, 2015 and (ii) the related
audited Consolidated statement of income, cash flows and changes in retained earnings for such fiscal year.


 


“Available Amount”
means, at any time (the “Available Amount Reference Time”), an amount (which shall not be less than zero) equal
to the sum of:


 


(a)       $15,000,000;
plus


 


(b)       the
excess of (i) Excess Cash Flow minus (ii) the Excess Cash Flow Prepayment Amount (without giving effect to clause (B) of
Section 2.5(b)(i)), in each case, for each fiscal year of the Parents (commencing with the first full fiscal year following the
Closing Date) that has ended prior to the Available Amount Reference Time; plus


 


(c)       the
amount of any capital contributions (including mergers or consolidations that have a similar effect) or Net Cash Proceeds from
any Permitted Equity Issuance (or issuance of debt securities by any Parent, the Borrower or any of the Restricted Subsidiaries
that have been converted into or exchanged for Qualified Equity Interests of any Parent or any direct or indirect parent thereof),
in each case during the period from the Business Day immediately following the Closing Date through and including the Available
Amount Reference Time (other than any Excluded Contribution Amount, or any other capital contributions (including mergers or consolidations
that have a similar effect) or equity or debt issuances to the extent utilized in connection with other transactions permitted
pursuant to Section 7.02, 7.03, 7.06 or 7.08) received or made by any Parent (or any direct or indirect
parent thereof and contributed by such parent to such Parent) during the period from and including the Business Day immediately
following the Closing Date through and including the Available Amount Reference Time; plus


 






    -5-


     


    

 


(d)       the
aggregate amount of Retained Declined Proceeds during the period from the Business Day immediately following the Closing Date through
and including the Available Amount Reference Time; plus


 


(e)       to
the extent not (i) already included in the calculation of Consolidated Net Income of the Parents, the Borrower and the Restricted
Subsidiaries or (ii) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to
clause (g) below or any other provision of Section 7.02, the aggregate amount of all cash dividends and other cash
distributions received by any Parent, the Borrower or any Restricted Subsidiary from any JV Entity or Unrestricted Subsidiaries
during the period from the Business Day immediately following the Closing Date through and including the Available Amount Reference
Time; plus


 


(f)       to
the extent not (i) already included in the calculation of Consolidated Net Income of the Parents, the Borrower and the Restricted
Subsidiaries, (ii) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clause
(g) below or any other provision of Section 7.02, or (iii) used to prepay Term Loans in accordance with Section 2.05(b)(ii),
the aggregate amount of all Net Cash Proceeds received by any Parent, the Borrower or any Restricted Subsidiary in connection with
the sale, transfer or other disposition of its ownership interest in any JV Entity or Unrestricted Subsidiary during the period
from the Business Day immediately following the Closing Date through and including the Available Amount Reference Time; minus


 


(g)       the
aggregate amount of (i) any Investments made pursuant to Section 7.02(n) (net of any return of capital in respect of such
Investment or deemed reduction in the amount of such Investment, including, without limitation, upon the redesignation of any Unrestricted
Subsidiary as a Restricted Subsidiary or the sale, transfer, lease or other disposition of any such Investment), (ii) any Restricted
Payment made pursuant to Section 7.06(k) and (iii) any payments made pursuant to Section 7.08(a)(iii)(B), in each
case, during the period commencing on the Closing Date through and including the Available Amount Reference Time (and, for purposes
of this clause (g), without taking account of the intended usage of the Available Amount at such Available Amount Reference
Time).


 


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


 


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


 


“Bank of America”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Bankruptcy
Code” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.


 






    -6-


     


    

 


“Bankruptcy
Event” means, with respect to any Person, such Person or its parent entity becomes (other
than via an Undisclosed Administration) the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person
by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not
result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person or its parent entity.


 


“Base Rate”
means, for any day, a fluctuating rate per annum equal to the greatest of: (a) the Federal Funds Rate in effect on such date plus
1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its
“prime rate,” (c) the Eurocurrency Rate plus 1.00%, and (d) in respect of Term Loans, 0.00% per annum. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate.


 


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


 


“Basel III”
means, collectively, those certain agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel
III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework
for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical
Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to
time).


 


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


 


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


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in 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”.


 


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


 


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


 


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


 


“British Pounds
Sterling” means the lawful currency of Great Britain.


 


“Business
Combination Agreement” means that certain Business Combination Agreement, dated as of June 5, 2020 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time), by and among Collier Creek Holdings, a
Cayman Islands exempted company as Buyer (as defined therein), Parent, Series U of UM Partners, LLC and Series R of UM
Partners, LLC.


 






    -7-


     


    

 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that when used in connection with a Eurocurrency Rate Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.


 


“Canadian Dollars”
means the lawful currency of Canada.


 


“Capital Expenditures”
means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities)
by the Parents, the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required
to be included as additions during such period to property, plant or equipment in a consolidated statement of cash flows and reflected
in the consolidated balance sheet of the Parents, the Borrower and the Restricted Subsidiaries and (b) Capitalized Lease Obligations
incurred by the Parents, the Borrower and the Restricted Subsidiaries during such period.


 


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


 


“Capitalized
Leases” means all leases that are required to be, in accordance with GAAP, recorded as capitalized leases; provided
that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for
as a liability in accordance with GAAP; provided that all obligations of the Parents, the Borrower and the Restricted Subsidiaries
that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the Closing Date
(whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and
not as a Capitalized Lease) for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would
otherwise require such obligation to be recharacterized as a Capitalized Lease.


 


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


 


(1)       Dollars;


 


(2)       securities
issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality
of the foregoing the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government
with maturities of 24 months or less from the date of acquisition;


 


(3)       certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, with any
domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000
(or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;


 


(4)       repurchase
obligations for underlying securities of the types described in clauses (2), (3) and (7) of this definition
entered into with any financial institution meeting the qualifications specified in clause (3) above;


 






    -8-


     


    

 


(5)       commercial
paper rated at least “P-1” by Moody’s or at least “A-1” by S&P, and in each case maturing within
24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons with a rating of “A”
or higher from S&P or “A-2” or higher from Moody’s, with maturities of 24 months or less from the date of
acquisition;


 


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


 


(7)       readily
marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision
or taxing authority thereof having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less
from the date of acquisition;


 


(8)       readily
marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof,
in each case having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date
of acquisition;


 


(9)       Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings
category by S&P or Moody’s;


 


(10)       with
respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains
its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation
and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers
acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which
such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member
of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least
“A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any
such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from
the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;


 


(11)       Cash
Equivalents of the types described in clauses (1) through (10) above denominated in Dollars, Euro, Brazilian Real,
British Pounds Sterling, Australian Dollars, Canadian Dollars, Chinese Yuan, Danish Kroner, Hong Kong Dollars, Hungarian Forint,
Indian Rupee, Japanese Yen, New Zealand Dollars, Norwegian Krone, Singapore Dollars, South African Rand, Swedish Kroner, Swiss
Francs, Turkish Lira, United Arab Emirates Dirham or any other currency (other than Dollars) that is a lawful currency (other than
Dollars) that is readily available and freely transferable and convertible into Dollars or, solely to the extent held in the ordinary
course of business and not for speculative purposes, any currency in which any Parent, the Borrower and/or the Restricted Subsidiaries
regularly conducts business; and


 


(12)       investment
funds investing at least 90% of their assets in Cash Equivalents of the types described in clauses (1) through (11)
above.


 


“Cash
Management Bank” means any financial institution providing treasury, depository, credit or debit card, purchasing
card, and/or cash management services or automated clearing house transactions to any Parent, the Borrower or any Restricted
Subsidiary or conducting any automated clearing house transfers of funds.


 






    -9-


     


    

 


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


 


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


 


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


 


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


 


“Change of Control”
means the earlier to occur of:


 


(a)       the
Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority
of the ordinary voting power for the election of directors, managers or other governing body of each Parent and the Borrower; provided
that the occurrence of the foregoing event shall not be deemed a Change of Control if,


 


(i)       any
time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the
right, directly or indirectly, to designate (and do so designate) a majority of the board of directors, managers or other governing
body of each Parent and the Borrower at such time or (B) the Permitted Holders own, directly or indirectly, a majority of the outstanding
voting Equity Interests of each Parent and the Borrower at such time, or


 


(ii)       at
any time upon or after the consummation of a Qualifying IPO, and for any reason whatsoever, no “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding the Permitted
Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly
or indirectly, of more than the greater of (x) thirty-five percent (35%) of the then outstanding voting stock of the
Borrower, and (y) the percentage of the then outstanding voting stock of the Borrower owned, directly or indirectly,
beneficially by the Permitted Holders; provided that so long as the Borrower is a Wholly Owned Subsidiary of any
parent entity, no person shall be deemed to be or become a beneficial owner of more than 35% of the voting stock of the
Borrower unless such person shall be or become a beneficial owner of more than 35% of the voting stock of such parent entity
(other than a parent entity that is a Wholly Owned Subsidiary of another parent entity); or


 






    -10-


     


    

 


(b)       the
Borrower ceasing to be a direct Wholly Owned Subsidiary of a Parent or an Intermediate Holding Company;


 


(c)       the
occurrence of a “Change of Control” (or similar event, however denominated), as defined in the ABL Credit Agreement;
or


 


(d)        the
occurrence of a “Change of Control” (or similar event, however denominated), as defined in the Second Lien Credit Agreement.


 


Notwithstanding
the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially
own voting stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar
agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the voting stock
in connection with the transactions contemplated by such agreement, (ii) if any person or group includes one or more Permitted
Holders, the issued and outstanding voting stock of the Borrower owned, directly or indirectly, by any Permitted Holders that are
part of such person or group shall not be treated as being beneficially owned by such person or group or any other member of such
person or group for purposes of determining whether a Change of Control has occurred and (iii) the right to acquire voting stock
(so long as such Person does not have the right to direct the voting of the voting stock subject to such right) or any veto power
in connection with the acquisition or disposition of voting stock will not cause a party to be a beneficial owner.


 


“City
Code” has the meaning specified in Section 1.09(a).


 


“Class”
(a) when used with respect to Lenders, refers to whether such Lenders hold a particular Class of Term Commitments or Loans, (b)
when used with respect to Term Commitments, refers to whether such Term Commitments are Initial Term Commitments, Term Commitments
in respect of any Incremental Term Loans or Term Commitments in respect of any Extended Term Loans and (c) when used with respect
to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Initial Term Loans, Extended
Term Loans or Incremental Term Loans. Incremental Term Loans and Extended Term Loans that have different terms and conditions (together
with the Term Commitments in respect thereof) shall be construed to be in different Classes.


 


“Closing Date”
means the date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“Closing Date
Restricted Payment” means a dividend or distribution payment (or series of payments) by the Borrower or any of its direct
or indirect parent companies on or prior to February 20, 2018 to, directly or indirectly, holders of its Equity Interests in an
amount not to exceed $300,000,000.


 


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


 


“Collateral”
means all the “Collateral” as defined in the Collateral Documents and all other property of whatever kind and nature
pledged or charged as collateral under any Collateral Document.


 






    -11-


     


    

 


“Collateral
Agent” means Bank of America, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral
agent appointed in accordance with Section 9.09.


 


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


 


(a)       the
Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section
4.01(a)(iii), or thereafter pursuant to Section 6.10 or Section 6.12, duly executed by each Loan Party that is
a party thereto;


 


(b)       all
Obligations shall have been unconditionally guaranteed (the “Guarantees”), jointly and severally, by each Parent,
each Intermediate Holding Company and each Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Subsidiary)
including, as of the Closing Date, those that are listed on Schedule 1.01D hereto (each, a “Guarantor”);


 


(c)       the
Obligations and the Guarantees shall have been secured pursuant to the Security Agreements or other applicable Collateral Documents
by a first-priority security interest in (i) all the Equity Interests of the Borrower and any Intermediate Holding Company
and (ii) all Equity Interests (other than Excluded Equity) held directly by the Borrower or any other Loan Party in any Wholly
Owned Subsidiary, in each case subject to (x) those Liens permitted under Sections 7.01(b), (o), (w) (solely
with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o))
and (ff) and (y) any nonconsensual Lien that is permitted under Section 7.01 and the Administrative Agent shall have
received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers
or other instruments of transfer with respect thereto endorsed in blank;


 


(d)       except
to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been
secured by a perfected security interest (to the extent such security interest may be perfected by delivering certificated securities
and instruments, filing personal property financing statements, or making any necessary filings with the United States Patent and
Trademark Office or United States Copyright Office) in, substantially all tangible and intangible assets of each Parent, each Intermediate
Holding Company, the Borrower and each other Guarantor (including, without limitation, accounts receivable, inventory, equipment,
investment property, United States intellectual property, intercompany receivables, other general intangibles (including contract
rights), and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents and all certificates,
agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Collateral Documents,
requirements of Law and reasonably requested by the Collateral Agent to be filed, delivered, registered or recorded to create the
Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority
required by, the Collateral Documents and the other provisions of the term “Collateral and Guarantee Requirement,”
shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;


 


(e)       none
of the Collateral shall be subject to any Liens other than Permitted Liens; and


 


(f)       in
the event any Guarantor is added that is organized in a jurisdiction other than the U.S., such Loan Party shall grant a perfected
lien on substantially all of its assets (other than Excluded Property) pursuant to arrangements reasonably agreed between the Administrative
Agent and the Borrower subject to customary limitations in such jurisdiction to be reasonably agreed to between the Administrative
Agent and the Borrower.


 






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The foregoing definition
shall not require the creation or perfection of pledges of or security interests in particular assets if and for so long as the
Administrative Agent and the Borrower agree in writing that the cost of creating or perfecting such pledges or security interests
in such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.


 


Notwithstanding anything
herein to the contrary, the Borrower shall not enter into any deed of trust, trust deed, deed of hypothecation or mortgage creating
and evidencing a Lien in respect of any real property of the Borrower or any other Loan Party located in the United States of America
or any territory thereof until the Administrative Agent shall have provided written confirmation that flood insurance due diligence
and flood insurance compliance has been completed by the Administrative Agent (such written confirmation not to be unreasonably
conditioned, withheld or delayed).


 


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


 


Notwithstanding the foregoing
provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:


 


(A)       Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and
limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between
the Administrative Agent and the Borrower;


 


(B)       the
Collateral and Guarantee Requirement shall not apply to any Excluded Property;


 


(C)       no
deposit account control agreement, securities account control agreement or other control agreements or control arrangements shall
be required with respect to any deposit account, securities account or other asset specifically requiring perfection through control
agreements except to the extent required under the ABL Facility; provided, however, that this requirement shall be deemed satisfied
for so long as the ABL Facility Administrative Agent is acting as agent for the benefit of the Collateral Agent pursuant to the
ABL Intercreditor Agreement with respect to any deposit account control agreement or securities account control agreement to which
the ABL Facility Administrative Agent is a party; provided, further, however, that in no event shall the Borrower or any Guarantor
be required to execute or deliver (or maintain in effect) any deposit account control agreement or securities account control agreement
if there is no ABL Facility then in effect or such control agreement is not otherwise required to be delivered to the ABL Facility
Administrative Agent under the terms of the ABL Facility; provided further that any deposit account control agreement entered into
in connection with the Inventure Account shall be solely for the benefit of the Secured Parties (as defined in the Second Lien
Credit Agreement);


 


(D)       other
than as provided in clause (f) above, no actions in any jurisdiction other than the U.S. or that are necessary to comply with the
Laws of any jurisdiction other than the U.S. shall be required in order to create any security interests in assets located, titled,
registered or filed outside of the U.S. or to perfect such security interests (it being understood that other than as provided
in clause (f) above, there shall be no security agreements, pledge agreements, or share charge (or mortgage) agreements governed
under the Laws of any jurisdiction other than the U.S.);


 






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(E)       general
statutory limitations, financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalization”
rules, retention of title claims and similar principle may limit the ability of a Foreign Subsidiary to provide a Guarantee or
Collateral or may require that the Guarantee or Collateral be limited by an amount or otherwise, in each case as reasonably determined
by the Borrower in consultation with the Administrative Agent; and


 


(F)       no
stock certificates of Immaterial Subsidiaries shall be required to be delivered to the Collateral Agent.


 


“Collateral
Documents” means, collectively, the Security Agreement, each of the collateral assignments, Security Agreement Supplements,
security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to
Section 4.01(a)(iii), Section 6.10 or Section 6.12, the Guaranty and each of the other agreements, instruments
or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured
Parties.


 


“Committed Loan
Notice” means a notice of (a) a Term Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation
of Eurocurrency Rate Loans pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit
A (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Communications”
has the meaning set forth in Section 10.02(g).


 


“Compensation
Period” has the meaning specified in Section 2.12(c)(ii).


 


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


 


“Consolidated”
means with respect to any Person and any specified Subsidiaries of such Person, refers to the consolidation of financial statements
of such Person and such Subsidiaries and of particular items in such financial statements in accordance with GAAP; provided
that, as it applies to the Parents, the Borrower and the Restricted Subsidiaries, it shall refer to the consolidation principles
used with respect to the Parents, the Borrower and the Restricted Subsidiaries, which consolidation principles shall mean, in the
case of each Consolidated financial statement of the Parents, the Borrower and the Restricted Subsidiaries required to be delivered
under this Agreement, the combined financial statement of (i) the applicable Consolidated financial statement of UM-R Parent and
its Restricted Subsidiaries as combined with (ii) the applicable Consolidated financial statement of UM-U Parent, the Borrower
and their respective Restricted Subsidiaries as Consolidated with SRS Leasing Parent and its Restricted Subsidiaries as well as
RILP and its Restricted Subsidiaries (if any) and provided, further, as it applies to the Parents, the Borrower and the
Restricted Subsidiaries, it shall mean the Borrower and each Parent and the Restricted Subsidiaries other than the Unrestricted
Subsidiaries.


 


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


 






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“Consolidated
EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person (and with respect
to the Parents, the Borrower and Restricted Subsidiaries, such Persons on a Consolidated basis) for such period:


 


(a)            increased
(without duplication) by the following:


 


(i)            provision
for Taxes based on income or profits or capital, including, without limitation, state, franchise, excise and similar Taxes and
foreign withholding Taxes of such Person paid or accrued during such period, including any penalties and interest relating to any
tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus


 


(ii)           Interest
Charges of such Person for such period (including (x) net losses or any obligations under any Swap Contracts or other derivative
instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of
surety bonds in connection with financing activities, to the extent the same were deducted (and not added back) in calculating
such Consolidated Net Income); plus


 


(iii)          Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back)
in computing Consolidated Net Income; plus


 


(iv)          any
fees, expenses or charges (other than depreciation or amortization expense) related to any equity offering, Investment, acquisition,
disposition or recapitalization permitted hereunder or the incurrence of Indebtedness permitted to be incurred hereunder (including
a refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges related to this Agreement, the
Second Lien Facility and the ABL Facility and any other credit facilities (including fees, expenses or charges of any consultants
and advisors incurred in connection with the Transaction, the Golden Flake Acquisition or the Inventure Acquisition) and (B) any
amendment or other modification of this Agreement, the Second Lien Facility, the ABL Facility and any other credit facilities,
in each case, deducted (and not added back) in computing Consolidated Net Income; plus


 


(v)           the
amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost, including in connection
with establishing new facilities, that is deducted (and not added back) in such period in computing Consolidated Net Income, including
any one-time costs incurred in connection with acquisitions or divestitures after the Closing Date, and costs related to the closure
and/or consolidation of facilities and to exiting lines of business; plus


 


(vi)          any
other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment
charges or the impact of purchase accounting (provided that if any such non-cash charges represent an accrual or reserve
for potential cash items in any future period, (A) the Borrower may elect not to add back such non-cash charge in the current period
and (B) to the extent the Borrower elects to add back such non-cash charge, the cash payment in respect thereof in such future
period shall be subtracted from Consolidated EBITDA to such extent) or other items classified by the Borrower as special items
less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent
it represents a receipt of cash in any future period); plus


 






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(vii)         non-cash
losses from JV Entities and non-cash minority interest reductions; plus


 


(viii)        the
amount of “run-rate” cost savings, synergies and incremental earnings from administrative, selling or production-related
activities projected by the Borrower in good faith to result from actions taken prior to or during, or expected to be taken following
such period (including, without limitation, the Golden Flake Acquisition or the Inventure Acquisition) (which cost savings, synergies
or incremental earnings shall be subject only to certification by a Responsible Officer of the Borrower and shall be calculated
on a pro forma basis as though such cost savings, synergies or incremental earnings had been realized on the first day of such
period), net of the amount of actual benefits realized prior to or during such period from such actions; provided that (A)
a Responsible Officer of the Borrower shall have certified to the Administrative Agent that (x) such cost savings, synergies or
incremental earnings are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to
result from such actions, (y) such actions have been taken or are to be taken within eighteen (18) months of the event giving rise
thereto and (B) the aggregate increase to Consolidated EBITDA for any period pursuant to this clause (viii), clause (ii) of the
definition of “Pro Forma Adjustment” and clause (a)(xiv)(A) of the definition of “Consolidated EBITDA”
shall not exceed 25% of Consolidated EBITDA for such period (calculated after giving effect to any increase pursuant to this clause
(viii), clause (ii) of the definition of “Pro Forma Adjustment” and clause (a)(xiv)(A) of the definition of “Consolidated
EBITDA”); plus


 


(ix)          (A)
any costs or expense incurred by any Parent, the Borrower or any Restricted Subsidiary pursuant to any management equity plan or
stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement,
to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or Net Cash Proceeds
of an issuance of Equity Interests (other than Disqualified Equity Interests or any Cure Amounts) of the Borrower and (B) cash
payments under long-term management equity incentive plans; plus


 


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


 


(xi)           any
net loss included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting
Standards Codification Topic 810-10-45; plus


 


(xii)          realized
foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the
balance sheet of the Parents, the Borrower and the Restricted Subsidiaries; plus


 


(xiii)         net
realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting
Standard Codification Topic 815 and related pronouncements; plus


 


(xiv)        in
an amount not to exceed $5,000,000 in the aggregate in any four fiscal quarter period, the amount of board, management,
advisory, consulting, refinancing subsequent transaction and exit fees (including termination fees) and related indemnities
and expenses paid or accrued in such period to any Permitted Holder (or, in the case of board fees, to any director) to the
extent permitted hereunder; plus


 






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(xv)         the
amount of loss on sale of receivables and related assets in connection with a Permitted Receivables Financing; plus


 


(xvi)        the
amount of any charges, expenses, costs or other payments in respect of facilities no longer used or useful in the conduct of the
business of the Parents, the Borrower and the Restricted Subsidiaries; plus


 


(xvii)       charges,
expenses and costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith and charges, expenses and costs in anticipation of,
or preparation for, compliance with the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended, as applicable to companies with equity or debt securities held by the public, the rules of national securities
exchange for companies with listed equity or debt securities, including directors’ or managers’ compensation, fees
and expense reimbursement, costs, expenses and charges relating to investor relations, shareholder meetings and reports to shareholders
or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and
listing fees (collectively, “Public Company Costs”); plus


 


(xviii)      in
an amount not to exceed $10,000,000 in the aggregate in any four fiscal quarter period, any (A) legal fees and expenses actually
incurred in connection with corporate actions and (B) costs and expenses related to settlement of such actions; plus


 


(xiv)        any
other adjustments or add-backs specified in (A) subject to the limitations set forth in clause (a)(viii) of the definition of Consolidated
EBITDA, the Quality of Earnings Report delivered to the Lead Arrangers on October 20, 2017 and (B) the financial model delivered
to the Lead Arrangers on October 30, 2017;


 


(b)           decreased
(without duplication) by the following:


 


(i)            non-cash
gains increasing Consolidated Net Income of such Person for such period (other than any such amounts in connection with the sale
of routes to independent operators), excluding any non-cash gains to the extent they represent the reversal of an accrual or cash
reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash
actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus


 


(ii)            realized
foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities
on the balance sheet of the Parents, the Borrower and the Restricted Subsidiaries; plus


 


(iii)           any
net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting
treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus


 






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(iv)          any
amount included in Consolidated Net Income of such Person for such period attributable to non-controlling interests pursuant to
the application of Accounting Standards Codification Topic 810-10-45;


 


(c)           increased
or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification
Topic 460 or any comparable regulation; and


 


(d)           increased
or decreased (to the extent not already included in determining Consolidated EBITDA) by any Pro Forma Adjustment.


 


There shall be included
in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business
or asset acquired by any Parent, the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any
related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or
otherwise disposed of by such Parent, the Borrower or such Restricted Subsidiary during such period (each such Person, property,
business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired
EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted
Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted
Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) an adjustment in respect
of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business
for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a
Responsible Officer and delivered to the Lenders and the Administrative Agent. For purposes of determining the Consolidated EBITDA
for any period, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property,
business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued
operations by any Parent, the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or
asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary
that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”),
based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including
the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding the foregoing, but subject to any adjustment
set forth above with respect to any transactions occurring after the Closing Date, Consolidated EBITDA shall be $25.4 million,
$26.1 million, $25.8 million and $30.9 million for the fiscal quarters ended September 2016, December 2016, March 2017 and June
2017, respectively.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period (and with respect to the Parents, the Borrower and
Restricted Subsidiaries, such Persons on a Consolidated basis), without duplication, the sum of:


 


(1)           consolidated
interest expense of such Person for such period, to the extent such expense was deducted (and not added back) in computing Consolidated
Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebtedness at
less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers
acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Lease Obligations and (e) net
payments, if any, pursuant to interest rate obligations under any Swap Contracts with respect to Indebtedness); plus


 






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(2)           consolidated
capitalized interest of such Person for such period, whether paid or accrued; less


 


(3)            interest
income for such period.


 


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


 


“Consolidated
Net Income” means, with respect to any Person for any period, the net income (loss) of such Person for such period determined
on a consolidated basis in accordance with GAAP (and with respect to the Parents, the Borrower and Restricted Subsidiaries, such
Persons on a Consolidated basis); provided, however, that there will not be included in such Consolidated Net Income:


 


(1)           any
net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that any Parent’s equity in the net
income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or
Cash Equivalents actually distributed (or, so long as such Person is not (x) a JV Entity with outstanding third party indebtedness
for borrowed money or (y) an Unrestricted Subsidiary, that (as reasonably determined by a Responsible Officer of the Borrower)
could have been distributed by such Person during such period to a Parent, the Borrower or a Restricted Subsidiary) as a dividend
or other distribution or return on investment, subject, in the case of a dividend or other distribution or return on investment
to a Restricted Subsidiary, to the limitations contained in clause (2) below;


 


(2)           solely
for the purpose of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than any Guarantor)
if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions
by such Restricted Subsidiary, directly or indirectly, to a Borrower or a Guarantor 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 shareholders (other than (a) restrictions that have been waived or otherwise released
and (b) restrictions pursuant to the Loan Documents, the Second Lien Facility or the ABL Facility), except that any Parent’s
equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up
to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted
Subsidiary during such period to a Parent, the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend to another Restricted Subsidiary, to the limitation contained above in this clause);


 


(3)           any
net gain (or loss) from disposed, abandoned or discontinued operations and any net gain (or loss) on disposal of disposed, discontinued
or abandoned operations;


 


(4)           any
net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of any Parent, the Borrower
or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of
in the ordinary course of business (as determined in good faith by a Responsible Officer or the board of directors of the Borrower),
including the gain on the sale of routes to independent operators;


 


(5)           any
extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense (including relating to the Transaction
Expenses), or any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense,
new product introductions or one-time compensation charges;


 






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(6)           the
cumulative effect of a change in accounting principles;


 


(7)           any
(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards (including
any long-term management equity incentive plans) and any non-cash deemed finance charges in respect of any pension liabilities
or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;


 


(8)           all
deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment
of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;


 


(9)           any
unrealized gains or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings
related to hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as
hedge transactions, in each case, in respect of any obligations under any Swap Contracts;


 


(10)          any
unrealized foreign currency translation gains or losses in respect of Indebtedness of any Person denominated in a currency other
than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets
and liabilities denominated in foreign currencies;


 


(11)         any
unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of any Parent,
the Borrower or any Restricted Subsidiary owing to any Parent, the Borrower or any Restricted Subsidiary;


 


(12)          any
purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other
intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements
(including the effects of such adjustments pushed down to the Parents, the Borrower and the Restricted Subsidiaries), as a result
of any consummated acquisition (including the Golden Flake Acquisition and the Inventure Acquisition), or the amortization or write-off
of any amounts thereof (including any write-off of in process research and development);


 


(13)         any
impairment charge, write-down or write-off, including impairment charges, write-downs or write-offs relating to goodwill, intangible
assets, long-lived assets, investments in debt and equity securities or as a result of a Change in Law or regulation;


 


(14)         any
after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap
Contracts or other derivative instruments;


 


(15)         accruals
and reserves that are established within twelve months after the Closing Date that are so required to be established as a result
of the Transaction in accordance with GAAP;


 


(16)         any
net unrealized gains and losses resulting from Swap Contracts or embedded derivatives that require similar accounting treatment
and the application of Accounting Standards Codification Topic 815 and related pronouncements; and


 






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(17)         any
deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release
of any valuation allowance related to such item.


 


In addition, to the extent
not already excluded from the Consolidated Net Income of such Person, notwithstanding anything to the contrary in the foregoing,
Consolidated Net Income shall exclude (i) any expenses and charges that are reimbursed by indemnification or other reimbursement
provisions in connection with any investment (including the Golden Flake Acquisition or the Inventure Acquisition) or any sale,
conveyance, transfer or other disposition of assets permitted hereunder (it being understood and agreed that if such Person has
notified a third party of such amount to be reimbursed or indemnified and such third party has not denied its reimbursement or
indemnification obligation, such amounts shall also be excluded) and (ii) to the extent covered by insurance and actually reimbursed,
or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed
by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and
(B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent
not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption.


 


“Consolidated
Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Parents,
the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP
(but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection
with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, Disqualified Equity Interests,
Capitalized Lease Obligations and debt obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments
minus (b) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens other
than any nonconsensual Lien that is permitted under the Loan Documents, Liens of the Collateral Agent, Liens in favor of the ABL
Administrative Agent under the ABL Loan Documents, Liens in favor of the Administrative Agent (as defined in the Second Lien Credit
Agreement) under the Second Lien Loan Documents and Liens that are subordinated to or pari passu with the Liens of the Collateral
Agent pursuant to the Applicable Intercreditor Agreement) included in the Consolidated balance sheet of the Parents, the Borrower
and the Restricted Subsidiaries as of such date, which aggregate amount of cash and Cash Equivalents shall be determined without
giving pro forma effect to the proceeds of Indebtedness incurred on such date; provided that Consolidated Total Debt shall
not include (x) obligations under Swap Contracts entered into in the ordinary course of business and not for speculative purposes,
(y) guarantees of indebtedness of independent operators in an amount of up to $5.0 million and (z) Indebtedness in respect of any
Permitted Non-Recourse Factoring. For the avoidance of doubt, cash held in the Inventure Account shall not constitute “unrestricted
cash and Cash Equivalents” for determining “Consolidated Total Debt”.


 


“Consolidated
Working Capital” means, at any date, the excess of (x) all amounts (other than cash and Cash Equivalents) 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 Parents, the Borrower and the Restricted Subsidiaries at such date over (y) 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 Parents, the Borrower and the Restricted Subsidiaries on such date, but
excluding, without duplication, (a) the current portion of any Funded Debt or other long-term liabilities, (b) all
Indebtedness consisting of Loans under the ABL Facility, Swing Line Loans (as defined in the ABL Facility) and L/C
Obligations (as defined in the ABL Facility) to the extent otherwise included therein, (c) the current portion of interest,
(d) the current portion of current and deferred income taxes, (e) the current portion of any Capitalized Lease Obligations,
(f) deferred revenue arising from cash receipts that are earmarked for specific projects, (g) the current portion of deferred
acquisition costs and (h) current accrued costs associated with any restructuring or business optimization (including accrued
severance and accrued facility closure costs).


 






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“Contract Consideration”
has the meaning specified in the definition of “Excess Cash Flow.”


 


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


 


“Contribution
Indebtedness” means unsecured Indebtedness of any Parent, the Borrower or any Restricted Subsidiary in an amount equal
to the aggregate amount of cash contributions made after the Closing Date to any Parent in exchange for Qualified Equity Interests
of any Parent, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section
7.06 or Section 7.08, and except to the extent such amount increases the Available Amount or is made from Cure Amounts
or the Excluded Contribution Amount.


 


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


 


“Converted Restricted
Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”


 


“Converted Unrestricted
Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”


 


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


 


“Credit Extension”
means a Borrowing.


 


“Cure Amount”
has the meaning specified in the ABL Credit Agreement.


 


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


 


“Declined Proceeds”
has the meaning specified in Section 2.05(b)(vi).


 


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


 


“Default Rate”
means an interest rate equal to (a) with respect to any overdue principal for any Loan, the applicable interest rate for such
Loan plus 2.00% per annum (provided that with respect to Eurocurrency Rate Loans, the determination of the applicable interest
rate is subject to Section 2.02(c) to the extent that Eurocurrency Rate Loans may not be converted to, or continued as,
Eurocurrency Rate Loans, pursuant thereto) and (b) with respect to any other overdue amount, including overdue interest, the
interest rate applicable to Base Rate Loans plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.


 






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“Defaulting
Lender” means any Lender that (a) has failed or refused (in writing), within two (2) Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans required to be funded by it or (ii) pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder, unless, in the case of clause
(i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified and including the
particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent or any other
Lender in writing that it does not intend or expect to comply with any of its funding obligations under this Agreement
(unless such writing indicates that such position is based on such Lender’s good faith determination that a condition
precedent (specifically identified and including the particular default, if any) to funding a Loan cannot be satisfied), (c)
has failed, within three (3) Business Days after request by the Administrative Agent or any other Lender, acting in good
faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its
obligations to fund prospective Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to
this clause (c) upon such Administrative Agent’s or Lender’s receipt of such certification in form and
substance satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event, or (e) has
become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender
under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to the last
paragraph of Section 2.16) as of the date established
therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the
Administrative Agent to the Borrower and each other Lender promptly following such determination. 


 


“Designated
Non-Cash Consideration” means the fair market value of non-cash consideration received by any Parent, the Borrower or
any Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(m) that is designated as Designated
Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation.


 


“Discount Range”
has the meaning specified in Section 2.05(d)(ii).


 


“Discounted
Prepayment Option Notice” has the meaning specified in Section 2.05(d)(ii).


 


“Discounted
Voluntary Prepayment” has the meaning specified in Section 2.05(d)(i).


 


“Discounted
Voluntary Prepayment Notice” has the meaning specified in Section 2.05(d)(v).


 


“Disposed EBITDA”
means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such
period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a
consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale Leaseback and
any sale of Equity Interests) of any property by any Person (in one transaction or in a series of transaction and whether effected
pursuant to a Division or otherwise), including any sale, assignment, transfer or other disposal, with or without recourse, of
any notes or accounts receivable or any rights and claims associated therewith; provided that (i) “Disposition”
and “Dispose” shall not be deemed to include any issuance by any Parent, any Intermediate Holding Company or the Borrower
of any of its Equity Interests to another Person and (ii) no transaction or series of related transactions shall be considered
a “Disposition” for purpose of Section 2.05(b)(ii) or Section 7.05 unless the fair market value (as determined
in good faith by the Borrower) of the property disposed of in such transaction or series of transactions shall exceed $10,000,000.


 






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“Disqualified
Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is
mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except
as a result of an initial public offering, change of control or asset sale so long as any rights of the holders thereof upon the
occurrence of an initial public offering, change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the termination of all Term Commitments), (b) is redeemable
at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the
scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity
Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after
the Latest Maturity Date at the time such Equity Interests are issued.


 


“Disqualified
Lenders” means (i) such Persons that have been specified in writing to the Lead Arrangers by the Borrower prior to October
31, 2017, (ii) competitors of the Parents, the Borrower and the other Subsidiaries that have been specified in writing to the Administrative
Agent from time to time by the Borrower and (iii) any of their Affiliates (other than in the case of clause (ii), Affiliates that
are bona fide debt funds) that are (x) identified in writing from time to time to the Administrative Agent by the Borrower or (y)
clearly identifiable on the basis of such Affiliates’ name; provided that no such updates to the list shall be deemed
to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the
Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for
Lenders that are not Disqualified Lenders (it being understood and agreed that such prohibitions with respect to Disqualified Lenders
shall apply to any potential future assignments or participations to any such parties). The schedule of Disqualified Lenders shall
be maintained with the Administrative Agent and may be communicated to a Lender upon request to the Administrative Agent (with
concurrent notice to the Borrower) but shall not otherwise be posted or made available to Lenders.


 


“Distribution
Asset Transferee” means the Person or Persons holding the assets disposed of pursuant to any Permitted Distribution Business
Disposition.


 


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


 


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


 


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


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia, other
than a Foreign Holding Company.


 


“ECF Percentage”
has the meaning specified in Section 2.05(b)(i).


 


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


 






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


 


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


 


“Effective Yield”
means, with respect to any Indebtedness, as of any date of determination, the sum of (i) the higher of (A) the Eurocurrency Rate
(or other applicable similar rate) on such date for a deposit in Dollars with a maturity of one month and (B) the Eurocurrency
rate “floor,” if any, with respect thereto as of such date, (ii) the Applicable Rate (or other applicable margin) as
of such date for Eurocurrency Rate Loans (or other loans that accrue interest by reference to a similar reference rate) and (iii)
the amount of original issue discount and upfront fees thereon (converted to yield assuming a four-year average life and without
any present value discount), but excluding the effect of any arrangement, commitment, structuring, underwriting, ticking, unused
line, amendment, syndication and/or other fees payable in connection therewith that are not shared generally with all lenders or
holders of such Indebtedness; provided that the amounts set forth in clauses (i) and (ii) above for any term
loans that are not incurred under this Agreement shall be based on the stated interest rate basis for such term loans.


 


“Eligible Assignee”
means any Assignee permitted by and consented to in accordance with Section 10.07(b).


 


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


 


“Engagement
Letter” means the Amended and Restated Engagement Letter dated October 31, 2017, by and among the Borrower, Bank of America
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Manufacturers and Traders Trust Company and
PNC Capital Markets LLC, and as otherwise amended, supplemented or modified from time to time.


 


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


 


“Environmental
Laws” means any and all applicable Laws relating to pollution, protection of the Environment or to the generation, transport,
storage, use, treatment, handling, disposal, Release or threat of Release of any Hazardous Materials or, to the extent relating
to exposure to Hazardous Materials, human health or safety.


 


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


 


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


 






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


 


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


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a failure to satisfy
the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to a Pension Plan, whether or not
waived, or a failure to make any required contribution to a Multiemployer Plan; (d) a complete or partial withdrawal by any Loan
Party or any ERISA Affiliate from a Multiemployer Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition
of Withdrawal Liability or notification that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA or in endangered
status or critical status, within the meaning of Section 305 of ERISA; (e) the filing of a notice of intent to terminate, the treatment
of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (h) a determination that any Pension Plan is, or is expected to be,
in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code); or (i)
the occurrence of a non-exempt prohibited transaction with respect to any Pension Plan maintained or contributed to by any Loan
Party (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Loan
Party.


 


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


 


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


 


“Eurocurrency
Rate” means:


 


(A)          Subject
to Section 1.10, for any Credit Extension, for any Interest Period with respect to any Eurocurrency Rate Loan denominated in Dollars,
the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate which
rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately
11:00 a.m., London time, on the relevant Quotation Date, for deposits in the relevant currency (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period; and


 


(B)           for
any calculation of the Base Rate on any date by reference to the Eurocurrency Rate, the rate per annum equal to LIBOR, at or about
11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing
that day.


 






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Notwithstanding any provision to the contrary
in this Agreement, the applicable Eurocurrency Rate in respect of the Term Loans shall at no time be less than 0.00% per annum.


 


“Eurocurrency
Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.


 


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


 


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


 


(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 (including depreciation and amortization) to the extent deducted in arriving
at such Consolidated Net Income;


 


(iii)          decreases
in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions by the Parents, the Borrower
and the Restricted Subsidiaries completed during such period or the application of purchase accounting);


 


(iv)          an
amount equal to the aggregate net non-cash loss on Dispositions by the Parents, the Borrower and the Restricted Subsidiaries during
such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated
Net Income; and


 


(v)           cash
receipts in respect of Swap Contracts during such period to the extent not otherwise included in Consolidated Net Income; over


 


(b)           the
sum, without duplication, of:


 


(i)            an
amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges (including
interest) to the extent included in arriving at such Consolidated Net Income;


 


(ii)           without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures
or acquisitions made in cash during such period, except to the extent that such Capital Expenditures or acquisitions were financed
with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other
than revolving loans);


 


(iii)          the
aggregate amount of all principal payments of Indebtedness of the Parents, the Borrower and the Restricted Subsidiaries
(including (A) payments of the principal component of Capitalized Lease Obligations and (B) the amount of repayments of Term
Loans pursuant to Section 2.07 and any mandatory prepayment of Term Loans pursuant to Section 2.05(b) to the
extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the
amount of such increase but excluding (X) all other prepayments of Term Loans, (Y) all prepayments under the ABL Facility and
(Z) all prepayments in respect of any other revolving credit facility) made during such period, except to the extent financed
with the proceeds of an incurrence or issuance of other Indebtedness (other than revolving loans) of the Parents, the
Borrower or the Restricted Subsidiaries;


 






    -27-


     


    

 


(iv)          an
amount equal to the aggregate net non-cash gain on Dispositions by the Parents, the Borrower and the Restricted Subsidiaries during
such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated
Net Income;


 


(v)           increases
in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the Parents, the Borrower
and the Restricted Subsidiaries completed during such period or the application of purchase accounting);


 


(vi)          cash
payments by the Parents, the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of
the Parents, the Borrower and the Restricted Subsidiaries other than Indebtedness (including such Indebtedness specified in clause
(b)(iii) above);


 


(vii)         without
duplication of amounts deducted pursuant to clause (xi) below in prior periods, the amount of Investments and acquisitions
made during such period pursuant to Section 7.02 (other than Section 7.02(a), (d), (n) and (z))
except to the extent that such Investments and acquisitions were financed with the proceeds of an incurrence or issuance of Indebtedness
of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans);


 


(viii)        the
amount of Restricted Payments paid during such period pursuant to Section 7.06 (other than Section 7.06(a) (solely
in respect of amounts paid to a Parent, the Borrower or a Restricted Subsidiary), (b), (k) and (r)) except
to the extent that such Restricted Payments were financed with the proceeds of an incurrence or issuance of Indebtedness of the
Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans);


 


(ix)           the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Parents, the Borrower and the Restricted
Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness except to the extent
that such amounts were financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or
the Restricted Subsidiaries (other than revolving loans);


 


(x)            the
aggregate amount of expenditures actually made by the Parents, 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 were not financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or
the Restricted Subsidiaries (other than revolving loans);


 






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(xi)           without
duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in
cash by any Parent, the Borrower or any Restricted Subsidiary pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, Capital
Expenditures or acquisitions to be consummated or made during the period of four consecutive fiscal quarters of the Borrower
following the end of such period except to the extent intended to be financed with the proceeds of an incurrence or issuance
of other Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans); provided
that to the extent the aggregate amount utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions
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 cash Taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such
period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; and


 


(xiii)         cash
expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net
Income.


 


“Excess Cash
Flow Prepayment Amount” has the meaning specified in Section 2.05(b)(i).


 


“Exchange Act”
means the Securities Exchange Act of 1934.


 


“Excluded Contribution
Amount” means the aggregate amount of cash or Cash Equivalents received by any Parent (other than from any of the Restricted
Subsidiaries or the Borrower) after the Closing Date from capital contributions, minus the aggregate amount of (i) any Investments
made pursuant to Section 7.02(n)(ii) (net of any return of capital in respect of such Investment or deemed reduction in the amount
of such Investment), (ii) any Restricted Payment made pursuant to Section 7.06(k)(ii) and (iii) any payments made pursuant to Section
7.08(a)(iii)(C), in each case made during the period commencing on the Closing Date through and including the date of usage of
such Excluded Contribution Amount in reliance thereon (without taking account of the intended usage of the Excluded Contribution
Amount as of such date), designated as an Excluded Contribution Amount pursuant to a certificate of a Responsible Officer on or
promptly after the date on which the relevant capital contribution is made or the relevant proceeds are received, as the case may
be, and which are excluded from the calculation of the Available Amount.


 


“Excluded Equity”
means Equity Interests (i) of any Unrestricted Subsidiary, (ii) of any Subsidiary acquired pursuant to a Permitted Acquisition
financed with Indebtedness permitted pursuant to Section 7.03(v) if such Equity Interests are pledged and/or mortgaged as
security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien
on such Equity Interests (and which prohibition was not created in contemplation of such Permitted Acquisition), (iii) of any Foreign
Subsidiary (in each case other than any Guarantor designated as such pursuant to the definition of “Guarantor”), in
each case of any Parent or a Domestic Subsidiary of any Parent and not otherwise constituting Excluded Equity, in excess of 65%
of the issued and outstanding Equity Interests of each such Foreign Subsidiary (and of any subsidiary of such Foreign Subsidiary),
(iv) of any Subsidiary with respect to which the Administrative Agent and the Borrower have determined in their reasonable judgment
and agreed in writing that the costs of providing a pledge of such Equity Interests or perfection thereof is excessive in view
of the benefits to be obtained by the Secured Parties therefrom, (v) of any captive insurance companies, not-for-profit Subsidiaries,
special purpose entities (including any entity used to effect a Permitted Receivables Financing), (vi) of any non-Wholly Owned
Restricted Subsidiary; and (vii) of any Subsidiary outside the United States (other than any Guarantor designated as such
pursuant to the definition of “Guarantor”) the pledge of which is prohibited by applicable Laws or which would reasonably
be expected to result in a violation or breach of, or conflict with, fiduciary duties of such Subsidiary’s officers, directors
or managers.


 






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“Excluded Property”
means (i) any fee-owned real property and any leasehold interests in real property (it being understood that no action shall be
required with respect to creation or perfection of security interests with respect to such leases, including to obtain landlord
waivers, estoppels or collateral access letters), (ii) (A) motor vehicles and other assets subject to certificates of title to
the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement, (B) letter of credit rights to the extent
a Lien thereon cannot be perfected by the filing of a UCC financing statement and (C) commercial tort claims, (iii) assets for
so long as a pledge thereof or a security interest therein is prohibited by applicable Laws, (iv) margin stock, (v) (x) any cash,
deposit accounts and securities accounts (including securities entitlements and related assets) (it being understood that this
exclusion shall not affect the grant of the Lien on proceeds of Collateral and all proceeds of Collateral shall be Collateral),
unless the foregoing constitutes ABL Priority Collateral in which case the foregoing shall not constitute Excluded Property until
such time that it no longer constitutes ABL Priority Collateral and (y) the Inventure Account and any cash therein, (vi) any
lease, license or other agreements, or any property subject to a purchase money security interest, Capitalized Lease Obligation
or similar arrangements, in each case to the extent permitted under the Loan Documents, to the extent that a pledge thereof or
a security interest therein would violate or invalidate such lease, license or agreement, purchase money, Capitalized Lease or
similar arrangement, or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor)
after giving effect to the applicable anti-assignment clauses of the Uniform Commercial Code and applicable Laws, other than the
proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Laws notwithstanding such
prohibition, (vii) assets for which a pledge thereof or a security interest therein would result in a material adverse tax consequence
as reasonably determined by the Borrower (in consultation with (but without the consent of) the Administrative Agent) (provided
that nothing in this clause (vii) shall limit the pledge of assets by any Foreign Subsidiary that is designated a Guarantor pursuant
to the definition of “Guarantor” without the Administrative Agent’s consent), (viii) assets for which the Administrative
Agent and the Borrower have determined in their reasonable judgment and agree in writing that the cost of creating or perfecting
such pledges or security interests therein would be excessive in view of the benefits to be obtained by the Lenders therefrom,
(ix) any intent-to-use trademark application in the United States prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant,
attachment, or enforcement of a security interest therein would impair the validity or enforceability of such intent-to-use trademark
application under applicable Federal law and (x) Excluded Equity.


 


“Excluded
Subsidiary” means (a) each Subsidiary listed on Schedule 1.01C hereto, (b) any Subsidiary that is
prohibited by applicable Law or by any contractual obligation existing on the Closing Date (or, if later, the date such
Subsidiary first becomes a Subsidiary) from guaranteeing the Obligations (and in the case of such contractual obligation, not
entered into in contemplation of the acquisition of such Subsidiary) or which would require governmental (including
regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or
authorization has been received, (c) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition that, at the time
of such Permitted Acquisition, has assumed secured Indebtedness not incurred in contemplation of such Permitted Acquisition
and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness to the extent such secured
Indebtedness prohibits such Subsidiary from becoming a Guarantor (provided that each such Restricted Subsidiary shall
cease to be an Excluded Subsidiary under this clause (c) if such secured Indebtedness is repaid or becomes unsecured,
if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer
exists, as applicable), (d) any Immaterial Subsidiary or Unrestricted Subsidiary, (e) captive insurance companies, (f)
not-for-profit Subsidiaries, (g) special purpose entities, (h) any non-Wholly Owned Subsidiary, (i) any Foreign Subsidiary,
(j) any Subsidiary of a Foreign Subsidiary and (k) any other Subsidiary with respect to which, in the reasonable judgment of
the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any
adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders
therefrom; in each case of this definition, unless such Subsidiary is designated by the Borrower as a Guarantor pursuant to
the definition of “Guarantors”.


 






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“Excluded Taxes”
means, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a)
Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i)
imposed by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or,
in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any branch
profit Tax or any similar Tax that is imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender (other
than an assignee pursuant to a request by the Borrower), any United States federal withholding Tax that is in effect and would
apply to amounts payable hereunder to such Lender at the time such Lender becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the Borrower with respect to any United States federal withholding
Tax pursuant to Section 3.01, (d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f)
and (e) any United States federal withholding Tax imposed pursuant to FATCA.


 


“Existing Credit
Agreement” has the meaning specified in the preliminary statements to this Agreement.


 


“Extended Term
Loans” has the meaning specified in Section 2.15(a).


 


“Extending Lender”
has the meaning specified in Section 2.15(a).


 


“Extension”
has the meaning specified in Section 2.15(a).


 


“Extension Offer”
has the meaning specified in Section 2.15(a).


 


“Facility”
means a Class of Term Loans.


 


“FATCA”
means current Sections 1471 through 1474 of the Code (and any amended or successor version that is substantively comparable) or
any current or future Treasury regulations with respect thereto or other official administrative 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
agreements entered into to implement or further the collection of Taxes imposed pursuant to the foregoing (together with any Law
implementing such agreements).


 


“FCPA”
means the United States Foreign Corrupt Practices Act of 1977, as amended.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions determined by the
Administrative Agent. If the Federal Funds Rate is less than zero, it shall be deemed to be zero hereunder.


 






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“First Amendment
Effective Date” means July 23, 2020.


 


“First Lien
Senior Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt secured
by the Collateral on a pari passu basis with the Facility, plus, the principal amount of ABL Obligations, as of the last
day of such Test Period to (b) Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for such Test Period.


 


“Fixed Amounts”
has the meaning specified in Section 1.09(b).


 


“Foreign Holding
Company” means any Subsidiary that owns no material assets (directly or through one or more disregarded entities) other
than capital stock or Indebtedness of one or more “controlled foreign corporations” (within the meaning of the Code)
and/or Foreign Holding Companies and cash or Cash Equivalents.


 


“Foreign Plan”
means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to or by, or entered into
with, any Parent, the Borrower or any Restricted Subsidiary with respect to employees outside the United States.


 


“Foreign Subsidiary”
means any direct or indirect Subsidiary of any Parent which is not a Domestic Subsidiary.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States, as in effect from time to time; provided that (A)
if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (B) at any
time after the Closing Date, the Borrower may elect, upon notice to the Administrative Agent, to apply IFRS accounting principles
in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise
provided herein), including as to the ability of the Borrower or the Required Lenders to make an election pursuant to clause
(A) of this proviso, (C) any election made pursuant to clause (B) of this proviso, once made, shall be irrevocable,
(D) any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters
ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with
GAAP and (E) the Borrower may only make an election pursuant to clause (B) of this proviso if it also elects to report
any subsequent financial reports required to be made by the Borrower, including pursuant to Sections 6.01(a)
and (b), in IFRS.




 




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“GAAP Consolidated
Members” means with respect to any Person, all other Persons including its Subsidiaries that are required to be Consolidated
with such Person in accordance with GAAP. Unless otherwise specified herein, the GAAP Consolidated Members with respect to the
Borrower shall mean: (a) UM-U Parent and its Subsidiaries, (b) UM-R Parent and its Subsidiaries, and (c) SRS Leasing Parent and
its Subsidiaries.


 


“Golden Flake
Acquisition” means the acquisition of Golden Enterprises, Inc., a Delaware corporation directly or indirectly by the
Borrower.


 


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


 


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


 


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


 


“Guarantees”
has the meaning specified in the definition of “Collateral and Guarantee Requirement.”


 






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“Guarantors”
has the meaning specified in the definition of “Collateral and Guarantee Requirement.” For avoidance of doubt,
the Borrower in its sole discretion may cause any Restricted Subsidiary that is not a Guarantor to Guarantee the Obligations
by causing such Restricted Subsidiary to execute and deliver to the Administrative Agent a Guaranty Supplement (as defined in
the Guaranty), and any such Restricted Subsidiary shall thereafter be a Guarantor, Loan Party and Subsidiary Guarantor
hereunder for all purposes; provided that if such Restricted Subsidiary is not organized in the United States, (i) the
jurisdiction of organization of such Restricted Subsidiary shall be reasonably satisfactory to the Collateral Agent if acting
as Collateral Agent or entering into Loan Documents with Subsidiaries in such jurisdiction is prohibited by applicable Law or
would expose the Collateral Agent, in its capacity as such, to material additional liabilities and (ii) such Restricted
Subsidiary shall have complied with the Collateral and Guarantee Requirement prior to the becoming a Guarantor.


 


“Guaranty”
means, collectively, (a) the Guaranty substantially in the form of Exhibit F and (b) each other guaranty and guaranty
supplement delivered pursuant to Section 6.10.


 


“Hazardous Materials”
means all hazardous, toxic, explosive or radioactive substances or wastes, and all other chemicals, pollutants, contaminants, substances
or wastes of any nature regulated pursuant to any Law relating to the Environment because of their hazardous, toxic, dangerous
or deleterious characteristics or properties, including petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas and toxic mold.


 


“IFRS”
means International Financial Reporting Standards as adopted in the European Union.


 


“Immaterial
Subsidiary” means, at any date of determination, each Restricted Subsidiary that has been designated by the Borrower
in writing to the Administrative Agent as an “Immaterial Subsidiary” for purposes of this Agreement (and not redesignated
as a Material Subsidiary as provided below), provided that (a) for purposes of this Agreement, at no time shall (i) the
total assets of all Immaterial Subsidiaries at the last day of the most recent Test Period equal or exceed 5% of the total assets
of the Parents, the Borrower and the Restricted Subsidiaries at such date or (ii) the gross revenues for such Test Period of all
Immaterial Subsidiaries equal or exceed 5% of the consolidated gross revenues of the Parents, the Borrower and the Restricted Subsidiaries
for such period, in each case determined on a consolidated basis in accordance with GAAP, (b) the Borrower shall not designate
any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in clause (a) above, (c)
if the total assets or gross revenues of all Restricted Subsidiaries so designated by the Borrower as “Immaterial Subsidiaries”
(and not redesignated as “Material Subsidiaries”) shall at any time exceed the limits set forth in clause (a)
above, then all such Restricted Subsidiaries shall be deemed to be Material Subsidiaries unless and until the Borrower shall redesignate
one or more Immaterial Subsidiaries as Material Subsidiaries, in each case in a written notice to the Administrative Agent, and,
as a result thereof, the total assets and gross revenues of all Restricted Subsidiaries still designated as “Immaterial Subsidiaries”
do not exceed such limits and (d) the Borrower shall not designate any Subsidiary as an Immaterial Subsidiary if such Subsidiary
owns Material Real Property; provided, further, that the Borrower may designate and re-designate a Restricted Subsidiary
as an Immaterial Subsidiary at any time, subject to the terms set forth in this definition.


 


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


 


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


 


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


 


“Incremental
Incurrence Test” has the meaning specified in Section 2.14(a).


 


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


 


“Incurrence
Based Amounts” has the meaning specified in Section 1.09(b).


 






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


 


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


 


(b)       the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit
(including standby and commercial), banker’s acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;


 


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


 


(d)       all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in
the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet
of such Person in accordance with GAAP and if not paid within thirty (30) days after becoming due and payable);


 


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


 


(f)       all
Attributable Indebtedness;


 


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


 


(h)       all
Guarantee Obligations of such Person in respect of any of the foregoing.


 


For all purposes hereof,
the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation, company, or limited liability company) in which such Person is a general partner or a joint venturer,
except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness
would be included in the calculation of Consolidated Total Debt and (B) in the case of the Parents, the Borrower and the Restricted
Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions
of terms) and made in the ordinary course of business consistent with past practice. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness
of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of
such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.


 


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


 


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


 


“Indemnitees”
has the meaning specified in Section 10.05.


 




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“Information”
has the meaning specified in Section 10.08.


 


“Initial Term
Commitment” means, as to each Initial Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant
to Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 under the caption “Initial Term Commitment” or in the Assignment and Assumption pursuant to which
such Initial Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement. The initial aggregate amount of the Initial Term Commitments is $535,000,000.


 


“Initial Term
Lender” means, at any time, any Lender that has an Initial Term Commitment or an Initial Term Loan at such time.


 


“Initial Term
Loan” means a Loan made pursuant to Section 2.01.


 


“Interest Charges”
means, with respect to any Person for any period, the sum of (a) Consolidated Interest Expense of such Person for such period;
plus (b) all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Equity Interests
of such Person or any Restricted Subsidiary of such Person made during such period.


 


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


 


“Interest Period”
means, as to each Eurocurrency Rate Loan, the period commencing on the date such Loan is disbursed or converted to or continued
as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by each
Lender of such Eurocurrency Rate Loan and the Administrative Agent, twelve months or any other period thereafter as selected by
the Borrower in its Committed Loan Notice; provided that:


 


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


 


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


 


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


 


Notwithstanding the foregoing,
the Borrower may select an initial Interest Period for the Initial Term Loans ending on the date that is no more than three (3)
months after the Closing Date that is, subject to clause (a) of the definition of “Interest Period,” the next
succeeding December 31, March 31, June 30 or September 30 following the Closing Date.


 






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“Intermediate
Holding Company” means any Wholly Owned Subsidiary of a Parent that directly or indirectly through another Intermediate
Holding Company, owns 100% of the issued and outstanding Equity Interests of the Borrower.


 


“Inventure Acquisition”
means the acquisition of Inventure Foods, Inc., a Delaware corporation, directly or indirectly by the Borrower pursuant to the
Inventure Acquisition Agreement.


 


“Inventure Acquisition
Agreement” means that certain Agreement and Plan of Merger dated as of October 25, 2017 by and among the Borrower, Heron
Sub, Inc., and Inventure Foods, Inc., as in effect on the date hereof.


 


“Inventure Acquisition
Closing Date” means the date on which the Inventure Acquisition is consummated.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee Obligation with respect to any obligation of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case
of the Parents, the Borrower and the Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding
364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice)
or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the
property and assets or business of another Person or assets constituting a business unit, line of business or division of such
Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, or an equivalent rating by Fitch, Inc.


 


“IP Rights”
has the meaning specified in Section 5.14.


 


“Judgment Currency”
has the meaning specified in Section 10.17.


 


“Junior Debt”
means Indebtedness incurred by a Loan Party that is (x) in excess of the Threshold Amount and subordinated in right of payment
to the prior payment of all Obligations of such Loan Party under the Loan Documents, (y) in excess of the Threshold Amount and
junior in priority to the Liens securing the Obligations or (z) incurred pursuant to the Second Lien Facility or any Permitted
Refinancing thereof.


 


“Junior Debt
Documents” means any agreement, indenture or instrument pursuant to which any Junior Debt is issued, in each case as
amended to the extent permitted under the Loan Documents.


 


“JV Entity”
means any joint venture of any Parent, the Borrower or any Restricted Subsidiary that is not a Subsidiary.


 


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


 






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“Laws”
means, collectively, all international, foreign, federal, state, provincial and local laws (including common laws), statutes, treaties,
rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation
or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof,
and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority.


 


“LCA Election”
has the meaning specified in Section 1.09(a).


 


“LCA Test Date”
has the meaning specified in Section 1.09(a).


 


“Lead Arrangers”
means Bank of America, N.A. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or
substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending
services or related businesses may be transferred), Goldman Sachs Bank USA, Manufacturers and Traders Trust Company and PNC Capital
Markets LLC, in their capacities as Joint Lead Arrangers and Joint Bookrunners under this Agreement.


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted
hereunder, each of which is referred to herein as a “Lender”.


 


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


 


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


 


“LIBOR Screen
Rate” has the meaning specified in Section 1.10.


 


“LIBOR Successor
Rate” has the meaning specified in Section 1.10.


 


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


 


“Limited Condition
Transaction” means (x) any Permitted Acquisition or other similar investment, including by way of merger, by any Parent,
the Borrower or one or more of the Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned
upon the availability of, or on obtaining, third party financing and (y) any redemption, repurchase, defeasance, satisfaction and
discharge or repayment of indebtedness requiring irrevocable notice in advance of such redemption, repurchase, satisfaction and
discharge or repayment.


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Term Loan (including any Incremental
Term Loans, any Extended Term Loans).


 


“Loan Documents”
means, collectively, (i) this Agreement, (ii) the Term Notes, (iii) the Term Intercreditor Agreement, (iv) the ABL Intercreditor
Agreement, (v) each Guaranty and (vi) the Collateral Documents, in each case as amended in accordance with this Agreement.








 






    -38-


     


    




 


“Loan Parties”
means, collectively, (i) the Borrower, (ii) each Parent and (iii) each other Guarantor.


 


“M&T”
has the meaning specified in the preliminary statements to this Agreement.


 


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


 


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


 


“Material Real
Property” means (a) any real property owned by a Loan Party on the Closing Date having a fair market value in excess
of $15,000,000, each of which is set forth on Schedule 1.01E and (b) any owned real property acquired by any Loan Party following
the Closing Date (or owned by any Person that becomes a Loan Party after the Closing Date) located in the United States with a
fair market value in excess of $15,000,000.


 


“Material Subsidiary”
means, at any date of determination, each Restricted Subsidiary that is not an Immaterial Subsidiary (but including, in any case,
any Restricted Subsidiary that has been designated as a Material Subsidiary as provided in, or that has been designated as an Immaterial
Subsidiary in a manner that does not comply with, the definition of “Immaterial Subsidiary”).


 


“Maturity Date”
means (a) with respect to Initial Term Loans, the seventh anniversary of the Closing Date, (b) with respect to any Extended Term
Loan, the maturity date applicable to such Extended Term Loan in accordance with the terms hereof or (c) with respect to any Incremental
Term Loan, the maturity date applicable to such Incremental Term Loan in accordance with the terms hereof; provided that
if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.


 


“Maximum Tender
Condition” has the meaning specified in Section 2.17(b).


 


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


 


“Minimum Extension
Condition” has the meaning specified in Section 2.15(b).


 


“Minimum Tender
Condition” has the meaning specified in Section 2.17(b).


 


“Minimum Tranche
Amount” has the meaning specified in Section 2.15(b).


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or
any ERISA Affiliate makes or is obligated to make contributions, or during the immediately preceding six (6) years, has made or
been obligated to make contributions.


 






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“Net Cash Proceeds”
means:


 


(a)       with
respect to the Disposition of any asset by any Parent, the Borrower or any Restricted Subsidiary or any Casualty Event, an amount
equal to the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty
Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable
or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation
awards in respect of such Casualty Event actually received by or paid to or for the account of any Parent, the Borrower or any
Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on
any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and
is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Indebtedness
that is secured by Liens ranking junior to or pari passu with the Liens securing Obligations under the Loan Documents),
(B) the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance
premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses
and brokerage, consultant and other customary fees) actually incurred by such Parent, the Borrower or such Restricted Subsidiary
in connection with such Disposition or Casualty Event, (C) Taxes paid or reasonably estimated to be actually payable in connection
therewith (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution
of such proceeds to the Borrower), and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets
or purchase price adjustment established in accordance with GAAP and (y) any liabilities associated with such asset or assets and
retained by any Parent, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension
and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification
obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include (i) any cash
or Cash Equivalents received upon the Disposition of any non-cash consideration by any Parent, the Borrower or any Restricted Subsidiary
in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding
amount) of any reserve described in clause (D) above or if such liabilities have not been satisfied in cash and such reserve
is not reversed within 365 days after such Disposition or Casualty Event, the amount of such reserve; and


 


(b)       (i)
with respect to the incurrence or issuance of any Indebtedness by any Parent, the Borrower or any Restricted Subsidiary, the excess,
if any, of (x) the sum of the cash received in connection with such incurrence or issuance over (y) the investment banking fees,
underwriting discounts, commissions, Taxes, costs and other out-of-pocket expenses and other customary expenses incurred by such
Parent, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and (ii) with respect to any
Permitted Equity Issuance by any direct or indirect parent of any Parent, the amount of cash from such Permitted Equity Issuance
contributed to the capital of such Parent.


 


“Non-Consenting
Lender” has the meaning specified in Section 3.06(d).


 


“Non-Extending
Lender” means any Lender that elects not to participate in an Extension pursuant to Section 2.15(c).


 


“Non-Loan Party”
means any Restricted Subsidiary that is not a Loan Party.


 






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“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising
under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without
limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of any of their Subsidiaries
to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay
principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts, in each
case, payable by any Loan Party or any other Subsidiary under any Loan Document and (b) the obligation of any Loan Party or any
other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect
to pay or advance on behalf of such Loan Party or such Subsidiary.


 


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


 


“Organization
Documents” means (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum
and articles of association, any certificates of change of name and/or the bylaws; (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint
venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization
and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity.


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary Taxes and any other property, intangible, mortgage recording or similar
Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration
of, or otherwise with respect to, any Loan Document, excluding, in each case, any such Tax resulting from an Assignment and Assumption
or transfer or assignment to or designation of a new Applicable Lending Office or other office for receiving payments under any
Loan Document (an “Assignment Tax”) but only if (a) such Assignment Tax is imposed as a result of a present
or former connection of the assignor or assignee with the jurisdiction imposing such Assignment Tax (other than any connection
arising solely from any Loan Documents or any transactions contemplated thereby) and (b) such Assignment Tax does not arise as
a result of an assignment (or designation of a new Applicable Lending Office) pursuant to a request by Borrower under Section
3.06.


 


“Outstanding
Amount” means with respect to the Term Loans, the amount of the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans.


 


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


 






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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which
any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six (6) years.


 


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


 


“Permitted Alternative
Incremental Facilities Debt” has the meaning specified in Section 7.03(t).


 


“Permitted Debt
Exchange” has the meaning specified in Section 2.17(a).


 


“Permitted Debt
Exchange Notes” has the meaning specified in Section 2.17(a).


 


“Permitted Debt
Exchange Offer” has the meaning specified in Section 2.17(a).


 


“Permitted Distribution
Business Disposition” the transfer of any trucks, together with related contracts and related assets of the direct store
delivery network of the Borrower and other Loan Parties, together with any liabilities and obligations relating thereto; provided
that (a) the book value of the assets so transferred shall not constitute, in the aggregate, greater than 15% of the book value
of the assets of the Parents, the Borrower and the Restricted Subsidiaries on a Consolidated basis as of the Closing Date and (b)
the business remaining with the Loan Parties shall not be negatively impacted in any material respect by the transfer and satisfactory
arrangements for replacement distribution of all inventory of the Parents, the Borrower and the Restricted Subsidiaries shall be
in place at the time of the Permitted Distribution Business Disposition.


 


“Permitted Equity
Issuance” means any sale or issuance of any Qualified Equity Interests other than a sale or issuance the proceeds of
which are designated as Excluded Contribution Amounts.


 


“Permitted Holders”
means any of (a) any lineal descendent of William and Salie Utz, (b) any lineal descendent of Francis Xavier Rice and Arlene Utz
Rice, (c) any Permitted Transferee of any of the foregoing, (d) any trust for the benefit of the foregoing (including, Michael
W. Rice General Trust, Michael W. Rice 2010 GRAT, Rice Family 2011 GRAT, Rice Family 2015 GRAT, Exempt Family under the Michael
W. Rice 2009 Family Trust, Non-Exempt Family Trust under the Michael W. Rice 2009 Family Trust, Jane E. Rice 2012 Special Trust,
Non-Exempt Family Trust under the Michael W. Rice 2009 Family Trust, Stacie R. Lissette 2012 Generations Trust, Dylan Lissette
2012 Generations Trust, Stacie R. Lissette Primary Trust under the Rice 1998 GRAT 3, Michael W. Rice 2010 Multigenerational Trust
and Michael W. Rice 2015 QTIP Trust), (e) any estate of any of the foregoing, (f) the personal representatives of any Person specified
in clauses (a), (b) or (c) upon such Person’s death for the purposes of administration of such Person’s estate or upon
such Person’s adjudicated incapacity for purposes of the protection and management of the assets of such Person and (g) Utz
Brands, Inc., its controlled Affiliates and any successor thereto.


 






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“Permitted Liens”
means any Liens permitted by Section 7.01.


 


“Permitted Non-Recourse
Factoring” means one or more non-recourse (except for customary representations, warranties, covenants and indemnities
made in connection with such non-recourse facilities) receivables purchase facilities made available to any Parent, the Borrower
or any of the Restricted Subsidiaries on then-market terms (as reasonably determined by the Borrower) in an aggregate principal
amount for all such facilities not exceeding $20,000,000 at any time outstanding.


 


“Permitted Receivables
Financing” means a Permitted Non-Recourse Factoring or a Permitted Recourse Receivables Financing.


 


“Permitted Recourse
Receivables Financing” means one or more receivables purchase facilities made available to any Parent, the Borrower or
any of the Restricted Subsidiaries on then-market terms (as reasonably determined by the Borrower) in an aggregate principal amount
for all such facilities not exceeding $20,000,000 at any time outstanding.


 


“Permitted
Refinancing” means, with respect to any Person, any modification (other than a release of such Person),
refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal
amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of
the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest
and premium thereon, plus amounts that would otherwise be permitted under Section 7.03 (with such amounts being deemed
utilization of the applicable basket or exception under Section 7.03), plus other reasonable amounts paid, and fees
and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by
an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.03, (b)
other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(f),
such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) to the extent such Indebtedness being so
modified, refinanced, refunded, renewed or extended is secured by a Lien on the Collateral, the Lien securing such
Indebtedness as modified, refinanced, refunded, renewed or extended shall not be senior in priority to the Lien on the
Collateral securing the Indebtedness being modified, refinanced, refunded, renewed or extended unless otherwise permitted
under this Agreement and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness
permitted pursuant to Section 7.03(c), (i) to the extent such Indebtedness being so modified, refinanced, refunded,
renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding,
renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as
those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended,
(ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate
and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are
not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being
modified, refinanced, refunded, renewed or extended (other than in the case of terms applying to periods after the then
Latest Maturity Date or otherwise added for the benefit of the Lenders hereunder); provided that a certificate of a
Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the
incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that
such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions
satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day
period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)
and (iii) such modification, refinancing, refunding, renewal or extension is incurred by a Person who is the obligor of
the Indebtedness being so modified, refinanced, refunded, renewed or extended or a Loan Party.


 






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“Permitted Sale
Leaseback” means any Sale Leaseback consummated by any Parent, the Borrower or any of the Restricted Subsidiaries after
the Closing Date; provided that any such Sale Leaseback that is not between (a) a Loan Party and another Loan Party or (b)
a Restricted Subsidiary that is not a Loan Party and another Restricted Subsidiary that is not a Loan Party must be, in each case,
consummated for fair value as determined at the time of consummation in good faith by (i) such Parent, the Borrower or such Restricted
Subsidiary and (ii) in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed
$40,000,000, the board of managers or directors, as applicable, of such Parent, the Borrower or such Restricted Subsidiary (which
such determination may take into account any retained interest or other Investment of such Parent, the Borrower or such Restricted
Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).


 


“Permitted Tax
Distribution” means:


 


(a)       if
and for so long as any Parent is a member of a group filing a consolidated, combined or unitary tax return with any parent entity,
any dividends or other distributions to fund any income Taxes attributable to the income of the applicable Parent, the Borrower
and the Subsidiaries, in each case, for which such parent entity is liable up to an amount not to exceed with respect to such Taxes
the amount of any such Taxes that the applicable Parent, the Borrower and the applicable Subsidiaries would have been required
to pay on a separate company basis or on a separate consolidated group basis if the applicable Parent, the Borrower and such Subsidiaries
had paid such Tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only
of the applicable Parent, the Borrower and such Subsidiaries; provided that any such payment attributable to an Unrestricted
Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary for such purpose to any Parent, the
Borrower or any Restricted Subsidiary; and


 


(b)       (i)
if and for so long as Parent is treated as a partnership for U.S. federal, state, provincial, territorial, and/or local income
Tax purposes, any dividends or other distributions required or permitted by Section 6.2 of the Third Amended and Restated Limited
Liability Company Agreement of Utz Brands Holdings, LLC, dated as of the Closing Date (as defined in the Business Combination Agreement)
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Parent LLCA”)
and (ii) if there is a successor to Parent (whether by way of merger, consolidation, conversion, acquisition of substantially all
of such Parent’s assets or otherwise) or if Parent becomes an entity disregarded as separate from a new parent entity, and
such successor or parent has entered into an operating agreement substantially similar to the Parent LLCA, if and for so long as
such successor or parent is treated as a partnership for U.S. federal, state, provincial, territorial, and/or local income Tax
purposes, any dividends or other distributions required or permitted to be made by such successor or parent (or dividends or other
distributions to such parent in amounts sufficient for such parent to pay dividends or make other distributions required or permitted)
by the provision in such successor’s or such parent’s operating agreement that is analogous to Section 6.2 of the Parent
LLCA, as applicable; provided, that such amounts described in this clause (b) shall not be in excess of the amounts
required or permitted by Section 6.2 of the form of the Parent LLCA attached as Exhibit C to the Business Combination Agreement
as in effect on the First Amendment Effective Date; and


 









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(c)        for any
taxable year (or portion thereof) ending after the Closing Date for which Parent is treated as a disregarded entity for U.S. federal,
state, provincial, territorial, and/or local income Tax purposes (other than as described in clause (b)(ii) above), the
payment of dividends or other distributions to Parent’s direct owner(s) to fund the income Tax liability of such owner(s)
(or, if a direct owner is a pass-through entity, of the indirect owner(s)) for such taxable year (or portion thereof) attributable
to the operations and activities of Parent and its direct and indirect Subsidiaries, in an aggregate amount not the exceed the
product of (1) the highest combined marginal U.S. federal and applicable state, provincial, territorial, and/or local statutory
Tax rate (after taking into account the deductibility of U.S. state and local income Tax for U.S. federal income Tax purposes)
applicable to the direct or indirect parent of Parent for the taxable year (or portion thereof) in question as reasonably determined
by the Borrower using information available to it, and (2) the taxable income of Parent and its direct and indirect Subsidiaries
for such taxable year (or portion thereof); provided that any such payment attributable to an Unrestricted Subsidiary shall
be limited to the amount of any cash paid by such Unrestricted Subsidiary for such purpose to Parent, the Borrower or its Restricted
Subsidiaries.


 


“Permitted Tax
Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization (as determined
by the Borrower in good faith) entered into on or after the date hereof so long as such Permitted Tax Restructuring does not materially
impair the Guarantees or the security interests of the Lenders in the aggregate and is otherwise not materially adverse to the
Lenders and after giving effect to such Permitted Tax Restructuring, the Parents, the Borrower and the Restricted Subsidiaries
otherwise comply with Section 6.10.


 


“Permitted Transferee”
means, with respect to any Person that is a natural person (and any Permitted Transferee of such Person), (x) such Person’s
immediate family, including his or her spouse, ex-spouse, children, stepchildren and their respective lineal descendants and (y)
any trust or other legal entity (including, through the conversion of any limited liability company into a series limited liability
company) the indirect or direct beneficiary of which is such Person’s immediate family, including his or her spouse, ex-spouse,
children, stepchildren or their respective lineal descendants and which is controlled by such Person.


 


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


 


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


 


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


 


“Platform”
has the meaning specified in Section 6.02.


 


“Post-Acquisition
Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted
Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day
of the fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion
is consummated.


 






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“Pro Forma
Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any
Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted
Restricted Subsidiary or the Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries, (a) the pro
forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that is factually
supportable and is expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of
Regulation S-X of the Securities Act, as interpreted by the Securities and Exchange Commission and (b) additional good faith
pro forma adjustments arising out of cost savings initiatives attributable to such transaction and additional costs
associated with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with
the operations of the Parents, the Borrower and the Restricted Subsidiaries, in each case being given pro forma effect, that
(i) have been realized or (ii) subject to the limitations set forth in clause (a)(viii) of the definition of Consolidated
EBITDA, will be implemented following such transaction and are supportable and quantifiable and expected to be realized
within the succeeding eighteen (18) months and, in each case, including, but not limited to, (w) reduction of costs related
to administrative, selling or production-related activities, (x) incremental earnings from selling or production-related
activities, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of
operations and streamlining of corporate overhead taking into account, for purposes of determining such compliance, the
historical financial statements of the Acquired Entity or Business or Converted Restricted Subsidiary and the Consolidated
financial statements of the Parents, the Borrower and the other Subsidiaries, assuming such Permitted Acquisition or
conversion, and all other Permitted Acquisitions or conversions that have been consummated during the period, and any
Indebtedness or other liabilities repaid in connection therewith had been consummated and incurred or repaid at the beginning
of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable
measurement period prior to the relevant acquisition at the interest rate which is or would be in effect with respect to such
Indebtedness as at the relevant date of determination); provided that, so long as such actions are initiated during
such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, for purposes of
projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it
may be assumed that such cost savings will be realizable during the entirety of such Test Period, or such additional costs,
as applicable, will be incurred during the entirety of such Test Period.


 


“Pro Forma Balance
Sheets” has the meaning specified in Section 5.05(a)(ii).


 


“Pro Forma Basis”
and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of
measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions
and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period
of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive
or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of
all or substantially all Equity Interests in any Restricted Subsidiary or any division, product line, or facility used for operations
of any Parent, the Borrower or any of the Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition
or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness,
and (c) any Indebtedness incurred or assumed by any Parent, the Borrower or any of the Restricted Subsidiaries in connection therewith
and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes
of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the
relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to
clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments
are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that
are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing
impact on the Parents, the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent
with the definition of Pro Forma Adjustment.


 






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


 


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


 


“Public Company
Costs” has the meaning assigned to such term in the definition of the term “Consolidated EBITDA”.


 


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


 


“QFC Credit
Support” has the meaning specified in Section 10.27.


 


“Qualified Equity
Interests” means any Equity Interests of any Parent (or of the Borrower or any Intermediate Holding Company or any direct
or indirect parent of any Parent), in each case, that are not Disqualified Equity Interests.


 


“Qualifying
IPO” means any transaction or series of transactions that results in any of the common Equity Interests of the Borrower
or any direct or indirect parent company of the Borrower being publicly traded on any United States national securities exchange
or over-the-counter market or any analogous exchange or any recognized securities exchange in Canada, the United Kingdom or any
country of the European Union.


 


“Qualifying
Lenders” has the meaning specified in Section 2.05(d)(iv).


 


“Qualifying
Loans” has the meaning specified in Section 2.05(d)(iv).


 


“Quotation Date”
means, in respect of the determination of the Eurocurrency Rate for any Interest Period for a Eurocurrency Rate Loan, the day that
is two Business Days prior to the first day of such Interest Period.


 


“Recipient”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.


 


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


 


“Refinancing
Term Loans” means Incremental Term Loans that are designated by a Responsible Officer of the Borrower as
“Refinancing Term Loans” in a certificate of a Responsible Officer of the Borrower delivered to the
Administrative Agent on or prior to the date of incurrence provided that (i) any Refinancing Term Loans shall not be in a
principal amount that exceeds the amount of Term Loans so refinanced, except to the extent a different incurrence basket
pursuant to Section 7.03 is utilized plus an amount equal to any fees, expenses, commissions, underwriting discounts
and premiums payable in connection with such Refinancing Term Loans, (ii) to the extent applicable, the Applicable
Intercreditor Agreement is entered into, (iii) any Refinancing Term Loan does not mature prior to the maturity date of or
have scheduled amortization or commitment reductions prior to the maturity date of the Term Loans being refinanced, (iv) such
Refinancing Term Loans have the same guarantors and are secured by the same assets as the Term Loans being refinanced, (v)
the terms and conditions of such Refinancing Term Loans (excluding pricing and optional prepayment or redemption terms or
covenants or other provisions applicable only to periods after the Maturity Date of the Loans or Term Commitments being
refinanced) shall reflect market terms and conditions at the time of incurrence or issuance and (vi) if such Refinancing Term
Loans contain any financial maintenance covenants, such covenants shall be added for the benefit of the Term Lenders.


 






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


 


“Rejection Notice”
has the meaning specified in Section 2.05(b)(vi).


 


“Release”
means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, migration
or leaching on, into or through the Environment or into, from or through any building, structure or facility.


 


“Reportable
Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations
issued thereunder, other than events for which the thirty (30) day notice period has been waived.


 


“Repricing Transaction”
means, with respect to the Initial Term Loans, other than in connection with a Change of Control, Qualifying IPO or Transformative
Acquisition, (a) any prepayment or repayment of Initial Term Loans with the proceeds of, or any conversion of Initial Term Loans
into, any new or replacement tranche of secured term loans bearing interest with an Effective Yield less than the Effective Yield
applicable to the Initial Term Loans, (b) any amendment (including pursuant to a replacement term loan as contemplated by Section
10.01) to the Initial Term Loans which reduces the Effective Yield applicable to the Initial Term Loans and (c) any mandatory
assignment by a Non-Consenting Lender pursuant to Section 3.06 in connection with an event described in clause (a) or (b);
provided, that in the case of clause (a) and (b), the primary purpose of such prepayment, repayment or amendment is to reduce
the Effective Yield as set forth above.


 


“Request for
Credit Extension” means, with respect to a Borrowing, conversion or continuation of Term Loans, a Committed Loan Notice.


 


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings and (b) aggregate
unused Term Commitments; provided that the unused Term Commitment of, and the portion of the Total Outstandings held or
deemed held by any Defaulting Lender or Lenders that are Affiliated Lenders (other than Affiliated Debt Funds) shall be excluded
for purposes of making a determination of Required Lenders.


 


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


 


“Responsible
Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant
treasurer, or other similar officer or director of a Loan Party and, as to any document delivered on the Closing Date, any secretary
or assistant secretary of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary
of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan
Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of
the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.
Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


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


 






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


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interest in any Parent, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any such Equity Interest, or on account of any return of capital to the holders of Equity Interests
of any Parent.


 


“Restricted
Subsidiary” means any Subsidiary of any Parent (other than the Borrower) other than an Unrestricted Subsidiary.


 


“Retained Declined
Proceeds” has the meaning specified in Section 2.05(b)(vi).


 


“RILP”
means Rice Investments, L.P.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.


 


“Sale Leaseback”
means any transaction or series of related transactions pursuant to which any Parent, the Borrower or any of the Restricted Subsidiaries
(a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b)
as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold, transferred or disposed.


 


“Sanctions Laws
and Regulations” means any sanctions or related requirements imposed by the USA PATRIOT Act, the Executive Order No.
13224 of September 23, 2001, entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism (66 Fed. Reg. 49079 (2001)), the U.S. International Emergency Economic Powers Act (50 U.S.C. §§
1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 2 et seq.), the U.S. Syria Accountability
and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions
Act, Section 1245 of the National Defense Authorization Act of 2012, all as amended, or any of the foreign assets control regulations
(including but not limited to 31 C.F.R., Subtitle B, Chapter V, as amended) or any other law or executive order relating thereto
administered by the U.S. Department of the Treasury Office of Foreign Assets Control or the U.S. Department of State enacted in
the United States after the date of this Agreement.


 


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


 


“Second Lien
Credit Agreement” means Second Lien Term Loan Credit Agreement dated as of the date hereof among the Parents, the Borrower,
Bank of America, N.A., as administrative agent, and the several banks and other financial institutions from time to time party
thereto, as such agreement may be amended, supplemented, waived or otherwise modified from time to time to the extent permitted
hereunder and any Permitted Refinancing thereof (unless such agreement, instrument or document expressly provides that it is not
intended to be and is not the Second Lien Credit Agreement), in each case to the extent permitted hereunder.


 


“Second
Lien Facility” means the collective reference to the Second Lien Credit Agreement, any Loan Documents (as defined
therein), any notes and letters of credit issued pursuant thereto and any guarantee, security agreement, patent, trademark or
copyright security agreements, 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 to the extent permitted hereunder and any Permitted Refinancing thereof (unless such agreement, instrument or document
expressly provides that it is not intended to be and is not the Second Lien Facility), in each case to the extent permitted
hereunder.


 






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“Second Lien
Lenders” means the “Lenders” under the Second Lien Credit Agreement.


 


“Second Lien
Loan Documents” means, collectively, (i) the Second Lien Credit Agreement and (ii) the security documents, intercreditor
agreements (including the Term Intercreditor Agreement), guarantees, joinders and other agreements or instruments executed in connection
with the Second Lien Facility or such other agreements, in each case, as amended, modified, supplemented, substituted, replaced,
restated or refinanced, in whole or in part, from time to time including in connection with a Permitted Refinancing of the Second
Lien Facility.


 


“Second Lien
Obligations” means the “Obligations” as defined in the Second Lien Facility.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Supplemental Administrative Agent and each
co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.02.


 


“Securities
Act” means the Securities Act of 1933.


 


“Security Agreement”
means, collectively, the First Lien Security Agreement executed by the Loan Parties party thereto on the Closing Date substantially
in the form of Exhibit H as supplemented by any Security Agreement Supplement executed and delivered pursuant to Section 6.10.


 


“Security Agreement
Supplement” means a supplement to any Security Agreement as contemplated by such Security Agreement.


 


“Senior Secured
Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt secured by the Collateral
(b) Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for such Test Period


 


“Sold Entity
or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair
value of the property of such Person is greater than the total amount of debts and liabilities, contingent, subordinated or otherwise,
of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required
to pay the liability of such Person on its debts as they become absolute and matured, (iii) such Person will be able to pay its
debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (iv) such Person is not engaged
in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would
constitute an unreasonably small capital; provided that the amount of contingent liabilities at any time shall be computed
as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


 






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


 


“Specified Assets”
means non-core assets having an aggregate fair market value (as determined in good faith by the Borrower) that is not in excess
of $15,000,000.


 


“Specified Communications”
has the meaning set forth in Section 10.02(g).


 


“Specified Dispositions”
means a Disposition of Specified Assets.


 


“Specified Event
of Default” means an Event of Default pursuant to Sections 8.01(a), 8.01(f) or 8.01(g) (in the case
of Section 8.01(f) or 8.01(g), with respect to any Parent or the Borrower).


 


“Specified Representations”
means the representations and warranties of the Borrower set forth in Sections 5.01(a) (solely as it relates to any Parent
and the Borrower), 5.01(b)(ii), 5.02(a) (related to the entering into and performance of the Loan Documents and the
incurrence of the extensions of credit thereunder), 5.02(b)(i) (related to the entering into and performance of the Loan
Documents and the incurrence of the extensions of credit thereunder), 5.04, 5.12, 5.15, 5.16 (subject
to the proviso to Section 4.01(a)(iii)) and 5.18 (limited to the use of proceeds of the Loans on the Closing Date).


 


“Specified Transaction”
means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation or Incremental
Term Loan that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving
“Pro Forma Effect”; provided at the Borrower’s sole election that any such Specified Transaction (other
than a Restricted Payment) having an aggregate value of less than $10,000,000 shall not be calculated on a “Pro Forma Basis”
or after giving “Pro Forma Effect.”


 


“SRS Leasing
Parent” has the meaning specified in the introductory paragraph to this Agreement.


 


“Subordinated
Debt” means Indebtedness incurred by a Loan Party that is subordinated in right of payment to the prior payment of all
Obligations of such Loan Party under the Loan Documents.


 


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


 


“Subject Parent”
has the meaning specified in Section 7.04(h).


 


“Subsidiary
Guarantor” means, collectively, the Subsidiaries of any Parent (other than the Borrower) that are Guarantors.


 


“Successor Borrower”
has the meaning specified in Section 7.04(d).


 


“Successor Holdings”
has the meaning specified in Section 7.04(h).


 


“Supplemental
Administrative Agent” has the meaning specified in Section 9.13(a) and “Supplemental Administrative Agents”
shall have the corresponding meaning.


 






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“Supported QFC”
has the meaning specified in Section 10.27.


 


“Surviving Indebtedness”
means Indebtedness of any Parent, the Borrower or any of the other Subsidiaries outstanding immediately after giving effect to
the Refinancing.


 


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


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as determined
by a recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender) in accordance with the
terms thereof and in accordance with customary methods for calculating mark-to-market values under similar arrangements by a recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).


 


“Taxes”
means all present or future taxes, duties, levies, imposts, deductions, assessments, withholdings or similar charges in the nature
of a tax imposed by any Governmental Authorities, and all liabilities (including additions to tax, penalties and interest) with
respect thereto.


 


“Term Borrowing”
means a Borrowing in respect of a Class of Term Loans.


 


“Term Commitments”
means an Initial Term Commitment, a commitment in respect of any Incremental Term Loans, or a commitment in respect of any Extended
Term Loans or any combination thereof, as the context may require.


 


“Term Intercreditor
Agreement” means the Term Intercreditor Agreement substantially in the form of Exhibit G-2 among the Collateral
Agent, Bank of America, N.A., as collateral agent under the Second Lien Credit Agreement, Bank of America, N.A., as collateral
agent under the ABL Credit Agreement and the representatives for purposes thereof for holders of one or more other classes of Indebtedness,
the Borrower and the other parties thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance
with the requirements thereof and of this Agreement, and which shall also include any replacement intercreditor agreement entered
into in accordance with the terms hereof.


 


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


 






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“Term Loans”
means the Initial Term Loans, the Incremental Term Loans and the Extended Term Loans.


 


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


 


“Term Priority
Collateral” has the meaning set forth in the ABL Intercreditor Agreement.


 


“Test Period”
means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or
prior to such date for which financial statements have been or are required to be delivered pursuant to Section 4.01, Section
6.01(a) or 6.01(b).


 


“Threshold Amount”
means $20,000,000.


 


“Total Leverage
Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test
Period to (b) Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for such Test Period.


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans.


 


“Transaction”
means, collectively, (a) the execution and delivery of the Loan Documents and the funding of the Initial Term Loans hereunder,
(b) the execution and delivery of the Second Lien Loan Documents and the funding of the Initial Term Loans (as defined in the Second
Lien Facility) under the Second Lien Facility on the Closing Date, (c) the execution and delivery of the ABL Loan Documents and
the effectiveness of the ABL Facility, (d) the Closing Date Restricted Payment, (e) the Refinancing and (f) the payment of Transaction
Expenses.


 


“Transaction
Expenses” means any fees or expenses incurred or paid by any Parent, the Borrower, or any Restricted Subsidiary in connection
with the Transaction and the transactions contemplated in connection therewith.


 


“Transformative
Acquisition” means any acquisition or investment by any Parent, the Borrower or any Restricted Subsidiary that is either
(a) not permitted hereunder immediately prior to the consummation of such acquisition or (b) if permitted by the terms hereunder
immediately prior to the consummation of such acquisition or investment, this Agreement would not provide the Parents, the Borrower
and the Restricted Subsidiaries with adequate flexibility for the continuation and/or expansion of their combined operations following
such consummation or acquisition, as determined by the Borrower acting in good faith.


 


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


 


“U.S. Special
Resolution Regimes” has the meaning specified in Section 10.27.


 


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


 






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


 


“UM-R Parent”
has the meaning specified in the introductory paragraph to this Agreement.


 


“UM-U Parent”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Unaudited Financial
Statements” means (i) the unaudited Consolidated balance sheet of the Parents and their respective Subsidiaries for the
fiscal quarters ended on the Sunday closest to March 31, 2017 and the Sunday closest to June 30, 2017 and (ii) the related unaudited
Consolidated statements of income, equity and cash flows for such fiscal quarter.


 


“Undisclosed
Administration” means in relation to a Lender or its parent company the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or
based on the law in the country where such Lender or such parent company is subject to home jurisdiction supervision if applicable
law requires that such appointment is not to be publicly disclosed.


 


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


 


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


 


“United States
Tax Compliance Certificate” has the meaning specified in Section 3.01.


 


“Unrestricted
Incremental First Lien Amount” means, with respect to the incurrence or issuance of Incremental Facilities or Permitted
Alternative Incremental Facilities Debt, an amount not to exceed the greater of (i) $115,000,000 and (ii) 100% of Consolidated
EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a Pro
Forma Basis), in the aggregate for all such incurrences or issuances after the Closing Date.


 


“Unrestricted
Subsidiary” means (i) each Subsidiary of any Parent listed on Schedule 1.01B, (ii) any Subsidiary of any Parent
designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.13 subsequent to the date hereof, provided
that no Intermediate Holding Company or the Borrower may be designated as an Unrestricted Subsidiary, and (iii) any Subsidiary
of an Unrestricted Subsidiary.


 


“USA PATRIOT
Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.


 


“Voluntary Prepayment
Amount” has the meaning specified in Section 2.14(a).


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section
1.03               
Accounting Terms.


 


(a)               
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.


 


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


 


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


 


(d)               
In the event that the Borrower elects to prepare its financial statements in accordance with IFRS and such election results
in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”)
in this Agreement, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such
provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio, the First
Lien Senior Secured Leverage Ratio and the Senior Secured Leverage Ratio) so as to reflect equitably the Accounting Changes with
the desired result that the criteria for evaluating the Parents’ and the Borrower’s financial condition shall be substantially
the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and
delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed in accordance with GAAP (as determined in good faith by a Responsible Officer
of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available
to Lenders) as if such change had not occurred.


 


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


 


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


 


Section 1.06              
Times of Day. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


 






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


 


Section 1.08                
Currency Equivalents Generally.


 


(a)               
Any amount specified in this Agreement (other than in Article II, Article IX and Article X or
as set forth in paragraph (b) or (c) of this Section) or any of the other Loan Documents to be in Dollars shall also
include the dollar equivalent of such amount in any currency other than Dollars.


 


(b)               
Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03
with respect to any amount of any Liens, Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed
to have occurred solely as a result of changes in rates of exchange occurring after the time such Lien, Indebtedness or Investment
is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise
apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time
under such Sections.


 


(c)               
For purposes of determining compliance under Sections 7.02, 7.05 and 7.06, any amount in a currency
other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in the annual financial
statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed
to apply to the determination of any amount of Indebtedness.


 


(d)               
For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the Dollar equivalent of
the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the exchange rate in effect
on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt;
provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness
denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the
applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension,
replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended,
replaced, refunded, refinanced, renewed or defeased.


 


Section 1.09               
Certain Calculations and Tests.


 


(a)                Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other
compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than
Section 4.02) which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in
connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction,
the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of
Default has occurred, is continuing or would result therefrom or other applicable covenant, shall, at the option of the
Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an
“LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited
Condition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code
on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7
announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City
Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a
Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered
into in connection therewith and the use of proceeds thereof as if they occurred at the beginning of the four consecutive
fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have
taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be
deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of
fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parents, the Borrower and the
Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other
provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining
whether the Limited Condition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested
at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made
an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or
basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to
the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement
for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Transaction is terminated or
expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a Pro
Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any
incurrence of Indebtedness and the use of proceeds thereof) have been consummated.


 






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(b)               
Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated)
in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without
limitation, pro forma compliance with any First Lien Senior Secured Leverage Ratio test, any Total Leverage Ratio test and/or Senior
Secured Leverage Ratio test (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts
incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with
any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed
that (i) the Fixed Amounts (and any cash proceeds thereof) and (ii) any Indebtedness resulting from borrowings under the ABL Facility
which occur concurrently or substantially concurrently with the incurrence of the Incurrence Based Amounts shall, in each case,
be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with
such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be
taken into account for purposes of Incurrence Based Amounts contained in Section 7.06 or Section 7.08.


 


Section 1.10               LIBOR
Discontinuation. Notwithstanding anything to the contrary
contained in this Agreement or the other Loan Documents, if the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for any requested
Interest Period, including, without limitation, because (i) the LIBOR quote on the applicable Bloomberg screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time) (the “LIBOR Screen Rate”) is not available or published on a current basis and such circumstances are
unlikely to be temporary or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction
over the Administrative Agent has made a public statement identifying a specific date after which such LIBOR Screen Rate
shall no longer be used for determining the interest rate of loans, the Administrative Agent shall notify the Borrower.
Thereafter, at the written request of the Borrower or the Administrative Agent, this Agreement and the other Loan Documents
may be amended to replace LIBOR with an alternate floating rate (or a successor to such alternate floating rate) (including
any appropriate mathematical adjustments to such alternate or successor rate (the “LIBOR Successor Rate”) and
such conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making
payments of interest and other administrative matters as may be appropriate to reflect the adoption of the LIBOR Successor
Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice) as agreed between the Administrative Agent and the Borrower, giving due consideration to the then prevailing market
convention for determining a rate of interest for syndicated loans in the United States at such time, which amendment shall
become effective without any further action or consent so long as the Administrative Agent shall not have received, within
five (5) Business Days after notice of such amendment is provided to the Lenders, a written notice from the Required Lenders
stating that such Required Lenders object to such amendment); provided that to the extent that the Administrative Agent
determines that adoption of any aspect of such market practice is not administratively feasible and commercially practicable
for the Administrative Agent or that no market practice for the administration of such LIBOR Successor Rate exists, such
LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in
consultation with the Borrower; provided further that until the amendments to this Agreement and the other Loan Documents
become effective pursuant to the foregoing, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall
be suspended and any Eurocurrency Rate Loan then outstanding shall be converted into Base Rate Loans (without reference to
the Eurocurrency Rate component thereof) either on the last day of the Interest Period therefor, if the Lenders may lawfully
continue to maintain such Eurocurrency Rate Loan to such day, or immediately, if the Lenders may not lawfully continue to
maintain such Eurocurrency Rate Loan; provided further that in no event shall the LIBOR Successor Rate be less than
zero.


 






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ARTICLE II


 


The Term
Commitments and Credit Extensions


 


Section 2.01                
The Term Borrowings. Subject to the terms and conditions
set forth herein, each Initial Term Lender severally agrees to make to the Borrower a single loan in Dollars in a principal amount
equal to such Initial Term Lender’s Initial Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01
and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein.


 


Section 2.02                
Borrowings, Conversions and Continuations of Loans.


 


(a)                Each
Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall
be made upon the Borrower’s irrevocable notice, to the Administrative Agent, which may be given by telephone. Each such
notice must be received by the Administrative Agent substantially in the form attached hereto as Exhibit A or any
other form that may be approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent, (i) in the case of a Eurocurrency Rate Loan, not later
than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of
a Base Rate Loan, not later than 1:00 p.m., New York City time, on the Business Day of the proposed Borrowing. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by hand delivery,
telecopy or electronic transmission to the Administrative Agent of a written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or
conversion to Base Rate Loans shall be a minimum of $500,000 (and any amount in excess thereof shall be an integral multiple
of $100,000). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting
a Term Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the
Class, currency and principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed
or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto
and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with
the requirements of Section 2.02(b). If the Borrower fails to
specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Loans shall be made in Dollars. If
the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a
conversion or continuation, then the applicable Loans shall be made or continued as, or converted to Base Rate Loans; provided,
that, notwithstanding anything herein to the contrary, all Loans denominated in a currency other than Dollars shall be
Eurocurrency Rate Loans. Any such automatic conversion or continuation shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fail to specify an Interest
Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of doubt, the Borrower and
Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of
that Loan with a converted interest rate methodology and not a new Loan.


 






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(b)               
Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of
the amount of its Applicable Percentage of the applicable Class of Loans, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion
to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender
shall make (or cause its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. on the Business
Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02
(and, if such Borrowing is the Credit Extension on the Closing Date, Section 4.01), the Administrative Agent shall, not
later than 3:00 p.m. on the borrowing date specified in such Committed Loan Notice, make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower maintained with
the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.


 


(c)               
Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest
Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.04 in connection
therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that (i) no
Loans may be converted to or continued as Eurocurrency Rate Loans and (ii) unless repaid, each Eurocurrency Rate Loan shall be
converted to a Base Rate Loan at the end of the Interest Period applicable thereto.


 


(d)               
The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest
Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the
Administrative Agent shall be conclusive in the absence of manifest error.


 


(e)                Anything
in clauses (a) to (d) above to the contrary notwithstanding, after giving effect to all Term Borrowings,
all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall
not be more than ten (10) Interest Periods in effect at any time for all Borrowings of Eurocurrency Rate Loans.


 






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(f)                
Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or, in the
case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York City time, on the date of such Borrowing, that such Lender
will not make available to the Administrative Agent such Lender’s Applicable Percentage of such Borrowing, the Administrative
Agent may assume that such Lender has made such Applicable Percentage available to the Administrative Agent on the date of such
Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available,
then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender
and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid
to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising
such Borrowing and (b) in the case of such Lender, the greater of (x) the Federal Funds Rate and (y) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted
to any Lender with respect to any amounts owing under this Section 2.02(f) shall be conclusive in the absence of demonstrable
error. If the Borrower and such Lender shall both pay all or any portion of the principal amount in respect of such Borrowing or
interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such Borrowing or interest paid by the Borrower for such period. If such Lender pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.
Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed
to make such payment to the Administrative Agent.


 


Section 2.03                    
[Reserved].


 


Section 2.04                    
[Reserved].


 


Section 2.05                    
Prepayments.


 


(a)                Optional
Prepayments. (i) The Borrower may, upon notice to the Administrative Agent by the Borrower, at any time or from time to
time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section
2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than
1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and
(B) one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of Eurocurrency Rate Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire
principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to
be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of
the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together
with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section
2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if
the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled
repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to
the Appropriate Lenders in accordance with their respective Applicable Percentages.


 






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(ii)               
[Reserved].


 


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


 


(iv)              
In the event that the Borrower (x) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction
or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Initial Term Loans, in each
case prior to the six (6) month anniversary of the Closing Date, the Borrower shall pay a premium in an amount equal to 1.00% of
(A) in the case of clause (x), the amount of the Initial Term Loan being prepaid or (B) in the case of clause (y), the aggregate
amount of the applicable Initial Term Loans outstanding immediately prior to such amendment, in each case to the Administrative
Agent, for the ratable account of each of the Initial Term Lenders.


 


(b)               
Mandatory Prepayments.


 


(i)                 Commencing
with the first full fiscal year of the Parents ending after the Closing Date, within five (5) Business Days after financial
statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered
pursuant to Section 6.02(a), the Borrower shall, if the Excess Cash Flow of the Parents, the Borrower and the
Restricted Subsidiaries is greater than $5,000,000, cause to be prepaid an aggregate principal amount of Term Loans (such
aggregate amount, the “Excess Cash Flow Prepayment Amount”) equal to (A) 50% (such percentage as it may be
reduced as described below, the “ECF Percentage”) of the amount equal to Excess Cash Flow in excess of
$5,000,000, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year
ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments (including pursuant to debt
buybacks made by any Parent, the Borrower or any Restricted Subsidiary in an amount equal to the amount actually paid in
respect thereof) of Term Loans during such fiscal year or after such fiscal year and prior to the making of such Excess Cash
Flow payment and (2) all voluntary prepayments of the ABL Facility or any other revolving credit facility during such fiscal
year or after such fiscal year and prior to the making of such ECF payment to the extent the commitments under the ABL
Facility or other revolving credit facility, as applicable, are permanently reduced by the amount of such payments (any
voluntary prepayments, made following the fiscal year end but prior to the making of such prepayment under this clause
(B), an “After Year-End Payment”), except, in the case of each of the immediately preceding clauses
(1) and (2), to the extent such prepayments are funded with the proceeds of Indebtedness (other than revolving
loans) or any Cure Amounts; provided that (y) the ECF Percentage shall be reduced to 25% if the First Lien Senior
Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less
than 3.75:1.00 and greater than or equal to 3.25:1.00 and (z) the ECF Percentage shall be reduced to 0% if the First Lien
Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was
less than 3.25:1.00; provided, further, to the extent so elected by the Borrower, following the making of any
After Year-End Payment, (i) the First Lien Senior Secured Leverage Ratio shall be recalculated giving Pro Forma Effect to
such After Year-End Payment as if payment was made during the fiscal year of the applicable Excess Cash Flow prepayment and
the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such
recalculated First Lien Senior Secured Leverage Ratio and (ii) such After Year-End Payment shall not be applied to the
calculation of the First Lien Senior Secured Leverage Ratio in connection with the determination of the ECF Percentage for
purposes of any subsequent Excess Cash Flow prepayment.


 






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(ii)                (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) any Parent, the Borrower or any Restricted
Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a),
(b), (c), (d) (to the extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is
not a Loan Party, or pursuant to clause (iii) of the proviso thereto), (e), (f), (g), (j), (k),
(n), (o), (p), (q), (r) and (s)), or (y) any Casualty Event occurs, which in the aggregate results
in the realization or receipt by any Parent, the Borrower or any Restricted Subsidiary of Net Cash Proceeds, the Borrower shall
make a prepayment, in accordance with Section 2.05(b)(ii)(C), in an amount equal to an aggregate principal amount of Term
Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received;
provided that (1) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) (I) with respect to
such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative
Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event
of Default has occurred and is then continuing) or (II) until the aggregate amount of Net Cash Proceeds not reinvested in accordance
with Section 2.05(b)(ii)(B) within the time periods set forth therein and not previously applied to such a prepayment exceeds
$10,000,000 for any single Disposition or series of related Dispositions or $20,000,000 in the aggregate during such fiscal year
(and thereafter only amounts in excess of such thresholds shall be required to be prepaid) and (2) if at the time that any such
prepayment would be required, any Parent, the Borrower or any of the Restricted Subsidiaries is required to offer to repurchase
or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to the
terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness
required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower
may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of
the Term Loans and Other Applicable Indebtedness at such time) to the prepayment of the Term Loans and to the repurchase or prepayment
of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant
to this Section 2.05(b)(ii)(A) shall be reduced accordingly (provided that (a) the portion of such Net Cash Proceeds
allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to
the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall
be allocated to the Term Loans in accordance with the terms hereof and (b) to the extent the holders of Other Applicable Indebtedness
decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5)
Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.


 


(A)               With
respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition
specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the
Borrower, the Borrower may reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets useful for its
business (other than working capital, except for short-term capital assets but including Permitted Acquisitions and Capital
Expenditures) within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a
commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, one hundred eighty (180)
days after the twelve (12) month period that follows receipt of such Net Cash Proceeds; provided that if any Net Cash
Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any
such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of
reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied, in accordance
with Section 2.05(b)(ii)(C), to the prepayment of the Term
Loans as set forth in this Section 2.05.


 






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(B)                On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii),
the Borrower shall, within five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds in the minimum
amount specified above (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five (5) Business
Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably
determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment,
in accordance with Section 2.05(b)(vi) below, of the principal amount of Term Loans in an amount equal to the Asset Percentage
of such Net Cash Proceeds realized or received.


 


(iii)              
If, following the Closing Date, any Parent, the Borrower or any Restricted Subsidiary incurs or issues any (A) Refinancing
Term Loans, (B) Indebtedness pursuant to Section 7.03(w) or (C) Indebtedness not expressly permitted to be incurred or issued
pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100%
of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net
Cash Proceeds.


 


(iv)             
The Term Loans will be prepaid in an amount of $40 million on the second business day following the earliest of (x) January
15, 2018, as such date may be extended pursuant to the terms of the Inventure Acquisition Agreement, unless the Inventure Acquisition
Closing Date occurs on or prior to such date (as extended), (y) the consummation of the Inventure Acquisition without the use of
the proceeds in the Inventure Account and (z) prior to the consummation of the Inventure Acquisition, the termination of the Inventure
Acquisition Agreement in accordance with its terms.


 


(v)               
Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to the installments thereof in direct
order of maturity pursuant to Section 2.07 following the applicable prepayment event; provided that any mandatory
prepayment pursuant to Section 2.05 shall be applied on a pro rata basis to the Term Loans and, except to the extent a lesser
prepayment is required pursuant to the applicable Incremental Facility Amendment or Extension Offer with respect to any applicable
Class of Incremental Term Loans or Extended Term Loans, any Incremental Term Loans and Extended Term Loans. Each such prepayment
shall be paid to the Lenders in accordance with their respective Applicable Percentages subject to clause (vi) of this Section
2.05(b).


 


(vi)              The
Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made
pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least five
(5) Business Days (or such lesser number of Business Days as shall be acceptable to the Administrative Agent) on the date of
such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of
the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the
Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each
Appropriate Lender may reject all of its Applicable Percentage of any mandatory prepayment (such declined amounts, the
“Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) or (ii)
of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the
Administrative Agent and the Borrower no later than 5:00 p.m. three (3) Business Days after the date of such
Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given
Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a
Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such
Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an
acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be offered to the
Lenders under the Second Lien Credit Agreement and such Lenders may decline pursuant to the terms set forth therein. Any
Declined Proceeds also declined under the Second Lien Credit Agreement shall be retained by the Borrower (“Retained
Declined Proceeds”).


 






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(vii)             
[Reserved].


 


(viii)           
Notwithstanding any other provision of this Section 2.05(b), (i) to the extent that any or all of the Net Cash Proceeds
of any Disposition by a Restricted Subsidiary that is a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section
2.05(b)(ii) (a “Restricted Disposition”), the Net Cash Proceeds of any Casualty Event of a Restricted Subsidiary
that is a Foreign Subsidiary (a “Restricted Casualty Event”), or Excess Cash Flow attributable to a Foreign
Subsidiary would be prohibited or delayed by applicable local law from being distributed or otherwise transferred to the Borrower,
the realization or receipt of the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be taken into account
in measuring the Borrower’s obligation to repay Term Loans at the times provided in Section 2.05(b)(i), or the Borrower
shall not be required to make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long,
but only so long, as the applicable local law will not permit such distribution or transfer (the Borrower hereby agreeing to cause
the applicable Restricted Subsidiary to promptly take all commercially reasonable actions available under the applicable local
law to permit such repatriation), and once distribution or transfer of any of such affected Net Cash Proceeds or Excess Cash Flow
is permitted under the applicable local law, the amount of such Net Cash Proceeds or Excess Cash Flow permitted to be distributed
or transferred (net of additional taxes payable or reserved against as a result thereof) will be promptly (and in any event not
later than two (2) Business Days after such distribution or transfer is permitted) taken into account in measuring the Borrower’s
obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent
that the Borrower has determined in good faith (as set forth in a written notice delivered to the Administrative Agent) that repatriation
of any or all of the Net Cash Proceeds of any Restricted Disposition or any Restricted Casualty Event or Excess Cash Flow attributable
to a Foreign Subsidiary would have a material adverse tax consequence (taking into account any foreign tax credit or benefit received
in connection with such repatriation), the amount of the Net Cash Proceeds or Excess Cash Flow so affected shall not be taken into
account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 2.05(b). For the avoidance
of doubt, Net Cash Proceeds and Excess Cash Flow (and related income) excluded from application under Section 2.05(b)(i)
or (ii) by operation of this Section 2.05(b)(viii) shall also be excluded in any determinations of Restricted Payments
permitted to be made pursuant to Section 7.06 (including, without limitation, for purposes of clauses (b) and (f) of the
definition of “Available Amount”).


 


(c)                Interest,
Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon,
together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an
Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section
3.04.


 






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(d)               
Discounted Voluntary Prepayments.


 


(i)                
Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document,
the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders
at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”)
pursuant to the procedures described in this Section 2.05(d), provided that (A) any Discounted Voluntary Prepayment
shall be offered to all Lenders of such Class on a pro rata basis, (B) after giving effect to the Discounted Voluntary Prepayment,
the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (other than Affiliated Debt Funds) shall
not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (C) the Borrower shall deliver to the
Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower
(1) stating that no Specified Event of Default (in each case, with respect to the Borrower and any Parent) has occurred and is
continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted
Voluntary Prepayment contained in this Section 2.05(d) has been satisfied and (3) specifying the aggregate principal amount
of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment.


 


(ii)              
To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to
the Administrative Agent substantially in the form of Exhibit I hereto (each, a “Discounted Prepayment Option
Notice”) that the Borrower desires to prepay Term Loans of one or more specified Classes in an aggregate principal amount
specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount
to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than
$10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment
(A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage)
selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal
amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to
indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business
Days from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).


 


(iii)               Upon
receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender
thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit
J hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to
par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to
par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal
amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such
Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount
(“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid
specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the
Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable
Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has
selected a single percentage pursuant to Section 2.05(d)(ii)
for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the
Proposed Discounted Prepayment Amount in full (determined by adding the Outstanding Amount of Offered Loans commencing with
the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such
Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be
the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be
applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans.
Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative
Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans
at any discount to their par value within the Applicable Discount.


 






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


 


(v)               
Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date
as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine
the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.04), upon irrevocable
notice substantially in the form of Exhibit K hereto (each a “Discounted Voluntary Prepayment Notice”),
delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date
of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment
and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice,
the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given,
the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the
applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including
such date on the amount prepaid. The par principal amount of each Discounted Voluntary Prepayment of a Term Loan shall be applied
ratably to reduce the remaining installments of such Class of Term Loans (as applicable).


 


(vi)             
To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures
(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance
with Section 2.05(d)(ii) above) established by the Administrative Agent and the Borrower, each acting reasonably.


 






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(vii)            
 Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Administrative Agent,
the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option
Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation
Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such
Lender Participation Notice.


 


(viii)            
Nothing in this Section 2.05(d) shall require the Borrower to undertake any Discounted Voluntary Prepayment.


 


Section 2.06                    
Termination or Reduction of Term Commitments.


 


(a)             
Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Term Commitments
of any Class, or from time to time permanently reduce the unused Term Commitments of any Class; provided that (i) any such
notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction and
(ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof.
Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Term Commitments if such termination
would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall
be delayed.


 


(b)              
Mandatory. The Initial Term Commitment of each Initial Term Lender shall be automatically and permanently reduced
to $0 upon the making of such Initial Term Lender’s Initial Term Loans pursuant to Section 2.01 on the Closing Date.


 


(c)             
Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders
of any termination or reduction of unused Commitments of any Class under this Section 2.06.


 


Section 2.07                    
Repayment of Loans. The Borrower shall repay to the Administrative
Agent for the ratable account of the Initial Term Lenders holding Initial Term Loans in Dollars (i) on the last Business Day of
each March, June, September and December, commencing with the second such date to occur after the Closing Date, an aggregate principal
amount equal to 0.25% of the aggregate principal amount of the Initial Term Loans funded on the Closing Date and (ii) on the Maturity
Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided
that payments required by clause (i) above shall be reduced as a result of the application of prepayments in accordance
with Section 2.05. In the event any Incremental Term Loans or Extended Term Loans are made, such Incremental Term Loans
or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in the definitive
documentation with respect thereto and on the applicable Maturity Date thereof.


 


Section 2.08                    
Interest.


 


(a)                Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus
the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)                The
Borrower shall pay interest on past due amounts under this Agreement at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand to the fullest extent permitted by and subject
to applicable Laws, including in relation to any required additional agreements.


 






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


 


Section 2.09                    
Fees. The Borrower shall pay to the Agents such fees as
shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable
Agent).


 


Section 2.10                    
Computation of Interest and Fees. All computations of interest
for Base Rate Loans when the Base Rate is determined by the “corporate base rate” shall be made on the basis of a year
of three hundred sixty five (365) days or three hundred sixty six (366) days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed.
Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof,
for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it
is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


Section 2.11                    
Evidence of Indebtedness.


 


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


 


Section 2.12                    
Payments Generally.


 


(a)                All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office in Dollars and in Immediately Available Funds not later than 3:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the
Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue.


 






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(b)               
 Except as set forth in the definition of “Interest Period”, if any payment to be made by the Borrower shall
come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.


 


(c)               
Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be
made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment,
the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may
(but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If
and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:


 


(i)                
if the Borrower failed to make such payment, then the applicable Lender agrees to pay to the Administrative Agent forthwith
on demand the portion of such assumed payment that was made available to such Lender in immediately available funds, together with
interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent
to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,
it being understood that nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Term Commitment
or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default
by such Lender hereunder; and


 


(ii)               
if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount
thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available
by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation
Period”) at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. When such Lender makes payment to the Administrative Agent (together with all
accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid
in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand
therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon
for the Compensation Period at the interest rate applicable to such Loan. Nothing herein shall be deemed to relieve any Lender
from its obligation to fulfill its Term Commitment or to prejudice any rights which the Administrative Agent or the Borrower may
have against any Lender as a result of any default by such Lender hereunder.


 


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


 


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


 






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(e)               
 The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any
Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation
to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its
participation.


 


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


 


(g)                Whenever
any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the
other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative
Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for
application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the
Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Applicable Percentage
of the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or
other Obligations then owing to such Lender.


 


Section 2.13                     Sharing
of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the
exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)
thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other
Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided
that (x) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender
in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered, without further interest thereon, (y) the provisions of this Section 2.13 shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any
assignee or participant and (z) the provisions of this Section 2.13 shall not be construed to apply to any
disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or
expiration date of some but not all Loans or Term Commitments of that Class or any increase in the Applicable Rate (or other
pricing term, including any fee, discount or premium) in respect of Loans or Term Commitments of Lenders that have consented
to any such extension to the extent such transaction is permitted hereunder. The Borrower agree that any Lender so purchasing
a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of
payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will
keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under
this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give
all notices, requests, demands, directions and other communications under this Agreement with respect to the portion
of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations
purchased.


 






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Section 2.14                    
Incremental Credit Extensions.


 


(a)               
At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to
the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to
increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term Loans or additional tranche
of term loans, the “Incremental Term Loans” or the “Incremental Facilities”). Notwithstanding
anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans) (determined
at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt,
shall not exceed the sum of (i) the Unrestricted Incremental First Lien Amount minus the aggregate principal amount of “Incremental
Term Loans” and “Permitted Alternative Incremental Facilities Debt” incurred under the Unrestricted Incremental
Second Lien Amount (each as defined in the Second Lien Credit Agreement) plus (ii) the amount of any voluntary prepayments,
repurchases, redemptions or other retirements of the Term Loans effected after the Closing Date (including pursuant to debt buy-backs
made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market
purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A)
any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments
with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility
or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii)
unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro
Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate
Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans), the First Lien Senior Secured Leverage
Ratio for the most recently ended Test Period shall not exceed 4.00:1.00 (other than (x) amounts incurred concurrently with the
incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment
Amount and (y) amounts incurred concurrently or substantially concurrently with the incurrence of Indebtedness pursuant to drawings
under the ABL Facility, in which case the First Lien Senior Secured Leverage Ratio may exceed 4.00:1.00, as a result of the incurrence
of such amounts, and it being understood that Incremental Facilities may be incurred pursuant to this clause (iii) prior
to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount) (this clause (iii),
the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1,000,000
and be in an aggregate principal amount that is not less than $5,000,000, provided that such amount may be less than the
applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental
Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of
the other Obligations hereunder.


 


(b)                Any
Incremental Term Loans (other than Refinancing Term Loans) (i) for purposes of prepayments, shall be treated substantially
the same as (and in any event no more favorably than) the Initial Term Loans, (ii) shall have interest rate margins and
(subject to clauses (iii) and (iv)) amortization schedule as determined by the Borrower and the lenders
thereunder (provided that, if the Effective Yield of any Incremental Term Loans incurred after the Closing Date
exceeds the Effective Yield of the Initial Term Loans immediately prior to the effectiveness of the applicable Incremental
Facility Amendment by more than 0.50% per annum, the Applicable Rate and/or, as set forth below, the interest rate floor
relating to the Initial Term Loans shall be adjusted such that the Effective Yield of the Initial Term Loans is equal to the
Effective Yield of such Incremental Term Loans minus 0.50% per annum (the foregoing, collectively, the “MFN
Adjustment”); provided, further, that any increase in Effective Yield with respect to the Initial
Term Loans due to the application of an interest rate floor to any Incremental Term Loan greater than the interest rate floor
applicable to the Initial Term Loans shall be effected solely through an increase in the interest rate floor applicable to
the Initial Term Loans), (iii) any Incremental Term Loan shall not have a final maturity date earlier than the Maturity Date
applicable to the Initial Term Loans, (iv) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that
is shorter than the Weighted Average Life to Maturity of the Initial Term Loans and (v) except to the extent otherwise
permitted by this Section 2.14, shall have the same terms and
conditions as the Initial Term Loans (other than any terms and conditions that (x) apply only to periods after the then
Latest Maturity Date with respect to the Term Loans, (y) are otherwise added for the benefit of the Term Lenders hereunder or
(z) are otherwise reasonably satisfactory to the Administrative Agent).


 






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(c)               
[Reserved].


 


(d)                Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms
of the relevant Incremental Term Loans. Any additional bank, financial institution, existing Lender or other Person that elects
to extend Incremental Term Loans shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank,
financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already
a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed by the Parents, the Borrower, such Additional Lender,
the Administrative Agent. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees. Term Commitments
in respect of any Incremental Term Loans shall become Term Commitments under this Agreement. An Incremental Facility Amendment
may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate,
in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14. Any Incremental Facility Amendment
shall be pursuant to documentation to be mutually agreed.


 


(e)               
The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and
the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”)
of each of the conditions set forth in Section 4.02 (it being understood that (i) the representations and warranties of
each Loan Party set forth in Section 4.02 being true and correct in all material respect (although any representations and
warranties which expressly relate to a given date or period shall be true and correct in all material respects as of the respective
date or for the respective period, as the case may be) and all references to “such date of such Credit Extension” shall
be deemed to refer to the Incremental Facility Closing Date) and (ii) subject to Section 1.09, no Default or Event of Default shall
exist, or would result from such issuance of the proceeds of such Incremental Facility; provided in the case of Incremental
Facilities the proceeds of which will be used to finance a Limited Condition Transaction, (1) the only representations and warranties
that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall
be the Specified Representations and (2) no Specified Events of Default shall be continuing at the time such Limited Condition
Transaction is consummated. The proceeds of any Incremental Term Loans will be used only for general corporate purposes (including
(without limitation) Permitted Acquisitions).


 


(f)                
Any portion of any Incremental Facility incurred other than under the Incremental Incurrence Test may be reclassified at
any time, as the Borrower may elect from time to time, as incurred under the Incremental Incurrence Test if the Parents and the
Borrower meet the applicable ratio under the Incremental Incurrence Test at such time on a Pro Forma Basis at any time subsequent
to the incurrence of such Incremental Facility (or would have met such ratio, in which case, such reclassification shall be deemed
to have automatically occurred if not elected by the Borrower).


 






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Section
2.15                    
Extensions of Term Loans. 


 


(a)               
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension
Offer”) made from time to time by the Borrower to all Lenders of any Class of Term Loans, in each case on a pro rata
basis (based on the aggregate outstanding principal amount of the respective Term Loans of the applicable Class) and on the same
terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders
that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans of
the applicable Class and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including,
without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or
modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject
to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most
favored nations provisions”) (each, an “Extension,” and each group of Term Loans, as applicable, in each
case as so extended, as well as the original Term Loans (in each case not so extended), being a separate Class of Term Loans from
the Class of Term Loans from which they were converted, and it being understood that an Extension may be in the form of an increase
in the amount of any other outstanding Class of Term Loans otherwise satisfying the criteria set forth below), so long as the following
terms are satisfied: (i) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates
and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv),
be determined between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees
to an extension with respect to such Term Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended
Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer other than with respect
to covenants or other provisions applicable to periods after the Latest Maturity Date, (ii) the final maturity date of any Extended
Term Loans shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term Loans
pursuant to Section 2.07 for periods prior to the Maturity Date for Term Loans may not be increased, (iii) the Weighted
Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of
the Term Loans extended thereby, (iv) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis
(but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified
in the respective Extension Offer, (v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof),
as the case may be, in respect of which Term Lenders, as the case may be, shall have accepted the relevant Extension Offer shall
exceed the maximum aggregate principal amount of Term Loans, as the case may be, offered to be extended by the Borrower pursuant
to such Extension Offer, then the Term Loans, as the case may be, of such Term Lenders, as the case may be, shall be extended ratably
up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect
to which such Term Lenders, as the case may be, have accepted such Extension Offer, (vi) all documentation in respect of such Extension
shall be consistent with the foregoing, (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the
Borrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be
obligated to extend its Term Loans unless it so agrees.


 


(b)                With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not
constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is
required to be in any minimum amount or any minimum increment, provided that (x) 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 Offer in the Borrower’s sole discretion and may be
waived by the Borrower) of Term Loans (as applicable) of any or all applicable Classes be tendered and (y) no Class of
Extended Term Loans shall be in an amount of less than $10,000,000 (the “Minimum Tranche Amount”), unless
such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to
the transactions contemplated by this Section 2.15
(including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on the
such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this
Agreement (including, without limitation, Sections 2.05, 2.12 and 2.13) or any other Loan Document
that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.


 






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(c)            
No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent
of each Lender agreeing to such Extension with respect to one or more of its Term Loans; provided that any Lender that elects
not to agree to such Extension (such Lender being, a “Non-Extending Lender”) may be replaced by the Borrower
pursuant to Section 3.06. All Extended Term Loans and all obligations in respect thereof shall be Obligations under this
Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable
Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent
to enter into amendments to this Agreement and the other Loan Documents with the Parents and the Borrower as may be necessary in
order to establish new Classes in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate
in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes,
in each case on terms consistent with this Section 2.15.


 


(d)           
In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures
(including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management
of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative
Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15.


 


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


 


(a)           
[Reserved];


 


(b)           
the Outstanding Amount of Term Loans of such Defaulting Lender shall not be included in determining whether all Lenders
or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification
pursuant to Section 10.01); provided that (x) any waiver, amendment or modification of the type described in clause
(a), (b) or (c) of the first proviso in Section 10.01 that would apply to the Obligations owing to such
Defaulting Lender or (y) any waiver, amendment or modification (other than as described in the forgoing clause (x) requiring
the consent of all Lenders or each affected Lender) which affects such Defaulting Lender disproportionally when compared to other
affected Lenders, in each case, shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver,
amendment or modification with respect to the Obligations owing to such Defaulting Lender;


 






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(c)            any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise), shall be applied at such
time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing
by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no
Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of
any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth,
so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any
judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal
amount of any Loans, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on
a pro rata basis prior to being applied in the manner set forth in this clause (c).


 


Section 2.17               
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, with respect to any Permitted
Debt Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Borrower, is unable to certify
that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional
“accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as
defined in Rule 902 under the Securities Act)) with outstanding Term Loans of a particular Class, the Borrower may from time to
time consummate one or more exchanges of such Term Loans for Indebtedness (in the form of senior secured, senior unsecured, senior
subordinated, or subordinated notes or loans) (such Indebtedness, “Permitted Debt Exchange Notes” and each such
exchange, a “Permitted Debt Exchange”), so long as the following conditions are satisfied:


 


(i)            
each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Lenders (other than, with respect to any
Permitted Debt Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Borrower, is unable
to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii)
an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S.
person” (as defined in Rule 902 under the Securities Act)) of each applicable Class based on their respective aggregate principal
amounts of outstanding Term Loans under each such Class;


 


(ii)           
the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes shall not exceed
the aggregate principal amount (calculated on the face amount thereof) of Term Loans so refinanced, except to the extent a different
incurrence basket pursuant Section 7.03 is utilized and with respect to an amount equal to any fees, expenses, commissions,
underwriting discounts and premiums payable in connection with such Permitted Debt Exchange;


 


(iii)          
the stated final maturity of such Permitted Debt Exchange Notes is not earlier than the latest Maturity Date for the Class
or Classes of Term Loans being exchanged, and such stated final maturity is not subject to any conditions that could result in
such stated final maturity occurring on a date that precedes such latest maturity date (it being understood that acceleration or
mandatory repayment, prepayment, redemption or repurchase of such Permitted Debt Exchange Notes upon the occurrence of an event
of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated
final maturity thereof);


 






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(iv)           such
Permitted Debt Exchange Notes are not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or
more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case,
upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the
latest Maturity Date for the Class or Classes of Term Loans being exchanged, provided that, notwithstanding the
foregoing, scheduled amortization payments (however denominated, including scheduled offers to repurchase) of such Permitted
Debt Exchange Notes shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer
than the remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being exchanged;


 


(v)           
no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary
is or substantially concurrently becomes a Loan Party;


 


(vi)          
if such Permitted Debt Exchange Notes are secured, such Permitted Debt Exchange Notes are secured on a pari passu
basis or junior priority basis to the Obligations and (A) such Permitted Debt Exchange Notes are not secured by any assets not
securing the Obligations unless such assets substantially concurrently secure the Obligations and (B) the beneficiaries thereof
(or an agent on their behalf) shall become party to the Applicable Intercreditor Agreement;


 


(vii)         
the terms and conditions of such Permitted Debt Exchange Notes (excluding pricing and optional prepayment or redemption
terms or covenants or other provisions applicable only to periods after the Maturity Date of the Class or Classes of Term Loans
being exchanged) reflect market terms and conditions at the time of incurrence or issuance; provided that if such Permitted
Debt Exchange Notes contain any financial maintenance covenants, such covenants shall not be more restrictive than (or in addition
to) those contained in this Agreement (unless such covenants are also added for the benefit of the Lenders under this Agreement,
in which case any requirement to so comply shall not require the consent of any Lender or Agent hereunder);


 


(viii)        
all Term Loans exchanged under each applicable Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically
be canceled and retired by the Borrower on 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 Assumption, 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), and accrued
and unpaid interest on such Term Loans shall be paid to the exchanging Lenders on the date of consummation of such Permitted Debt
Exchange, or, if agreed to by the Borrower and the Administrative Agent, the next scheduled Interest Payment Date with respect
to such Term Loans (with such interest accruing until the date of consummation of such Permitted Debt Exchange);


 


(ix)            if
the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class 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 thereof of the applicable Class actually held by it) shall exceed the maximum
aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted
Debt Exchange Offer, then the Borrower shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up
to such maximum based on the respective principal amounts so tendered, or, if such Permitted Debt Exchange Offer shall have
been made with respect to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged
for each Class, and the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of all Classes
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 thereof actually held by it) shall exceed the maximum
aggregate principal amount of Term Loans of all relevant Classes offered to be exchanged by the Borrower pursuant to such
Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans across all Classes 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;


 






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(x)           
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 Borrower and the Administrative Agent; and


 


(xi)          
any applicable Minimum Tender Condition or Maximum Tender Condition, as the case may be, shall be satisfied or waived by
the Borrower.


 


Notwithstanding anything to the contrary
herein, no Lender shall have any obligation to agree to have any of its Loans or Term Commitments exchanged pursuant to any Permitted
Debt Exchange Offer.


 


(b)           
With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.17, such Permitted
Debt Exchange Offer shall be made for not less than $10,000,000 in aggregate principal amount of Term Loans, provided that
subject to the foregoing the Borrower may at its election specify (A) as a condition (a “Minimum 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 of any or all applicable Classes be tendered and/or (B) as
a condition (a “Maximum Tender Condition”) to consummating any such Permitted Debt Exchange that no more than
a maximum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion)
of Term Loans of any or all applicable Classes will be accepted for exchange. The Administrative Agent and the Lenders hereby acknowledge
and agree that the provisions of Sections 2.05, 2.06 and 2.13 do not apply to the Permitted Debt Exchange
and the other transactions contemplated by this Section 2.17 and hereby agree not to assert any Default or Event of Default
in connection with the implementation of any such Permitted Debt Exchange or any other transaction contemplated by this Section
2.17.


 


(c)           
In connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least five (5) 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 Section 2.17; 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 (5) Business Days following the date on which the Permitted Debt Exchange Offer is made. The Borrower shall
provide the final results of such Permitted Debt Exchange to the Administrative Agent no later than three (3) Business Days prior
to the proposed date of effectiveness for such Permitted Debt Exchange (or such shorter period agreed to by the Administrative
Agent in its sole discretion) and the Administrative Agent shall be entitled to conclusively rely on such results.


 


(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 (i) 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 and (ii) 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 Exchange Act.


 






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ARTICLE III


 


Taxes,
Increased Costs Protection and Illegality


 


Section 3.01               
Taxes.


 


(a)           
Except as provided in this Section 3.01, any and all payments by the Borrower or any Guarantor to or for the account
of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any Taxes unless required
by applicable Law. If any applicable withholding agent shall be required by any Laws to deduct any Taxes from or in respect of
any sum payable under any Loan Document to any Agent or any Lender, (i) if such Taxes are Indemnified Taxes, the sum payable by
the Borrower or applicable Guarantor shall be increased as necessary so that after all required deductions have been made (including
deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made, (ii) such applicable withholding agent shall make
such deductions, (iii) such applicable withholding agent shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment by such
applicable withholding agent (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter),
such applicable withholding agent shall furnish to Borrower and such Agent or Lender (as the case may be) the original or a facsimile
copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Administrative Agent.


 


(b)           
In addition, but without duplication of any amounts payable pursuant to Section 3.01(a) or (c), the Borrower
agrees to pay all Other Taxes.


 


(c)           
Without duplication of any amounts payable pursuant to Section 3.01(a) or Section 3.01(b), the Borrower agrees
to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes (including any Indemnified Taxes imposed or
asserted by any jurisdiction in respect of amounts payable under this Section 3.01) payable by such Agent and such Lender
and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. Such Agent or Lender, as the case may be,
will, at the Borrower’s request, provide the Borrower with a written statement thereof setting forth in reasonable detail
the basis and calculation of such amounts which shall be conclusive absent manifest error. Payment under this Section 3.01(c)
shall be made within ten (10) days after the date such Lender or such Agent makes a demand therefor. Notwithstanding anything to
the contrary contained in this Section 3.01(c), no Loan Party shall be required to indemnify any Agent or any Lender pursuant to
this Section 3.01(c) for any incremental interest, penalties or expenses resulting from the failure of such Agent or Lender to
notify the Loan Party of such possible indemnification claim within 180 days after such Agent or Lender receives written notice
from the applicable taxing authority of the specific tax assessment giving rise to such indemnification claim.


 






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(d)            If
any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Indemnified
Taxes as to which indemnification or additional amounts have been paid to it by the Borrower or any Guarantor pursuant to
this Section 3.01, it shall promptly remit an amount equal to such refund as soon as practicable after it is
determined that such refund pertains to Indemnified Taxes (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower or any Guarantor under this Section 3.01 with respect to the Indemnified Taxes giving
rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the
Borrower, net of all reasonable out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be and
without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided
that the Borrower, upon the request of the Lender or Agent, as the case may be, agree promptly to return an amount equal to
such refund (plus any applicable interest, additions to tax or penalties) to such party in the event such party is required
to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the
Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement
to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any
information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of
a Lender or Agent to arrange its Tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any Tax
refund or to make available its Tax returns or disclose any information relating to its Tax affairs or any computations in
respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other
refunds, credits, reliefs, remissions or repayments to which it may be entitled.


 


(e)           
Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c)
with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to legal and regulatory
restrictions), at Borrower’s expense, to designate another Applicable Lending Office for any Loan affected by such event;
provided that such efforts are made on terms that, in the judgment of such Lender, cause such Lender and its Applicable
Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing
in this Section 3.01(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant
to Section 3.01(a) or (c).


 


(f)            
Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower
and the Administrative Agent with any documentation prescribed by law, or reasonably requested by the Borrower or the Administrative
Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect
to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in
circumstances renders such documentation (including any documentation specifically referenced below) expired, obsolete or inaccurate
in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation
(including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and
the Administrative Agent in writing of its inability to do so. Solely for purposes of this Section 3.01(f), the definition
of “Lender” shall include the Administrative Agent.


 


Without limiting the
generality of the foregoing:


 


(i)            
Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver to
the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed
and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt
from U.S. federal backup withholding;


 






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(ii)           
Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver
to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time
to time thereafter when required by Law or upon the reasonable request of the Borrower or the Administrative Agent) whichever of
the following is applicable:


 


(A)          
 two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor forms) claiming
eligibility for benefits of an income tax treaty to which the United States is a party,


 


(B)          
two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(C)           
in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or the Code,
(x) a certificate, in substantially the form of Exhibit L (any such certificate a “United States Tax Compliance
Certificate”), or any other form approved by the Administrative Agent, to the effect that such Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the Code, and (y) two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor
forms),


 


(D)          
to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership), Internal Revenue Service
Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, as applicable (or any successor
forms), United States Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any other required information
from each beneficial owner, as applicable (provided that, if the Lender is a partnership and one or more direct or indirect
partners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender
on behalf of such direct or indirect partner(s)), or


 


(E)          
two duly completed copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury
regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments
to such Lender under the Loan Documents.


 


(iii)          
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 Sections
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 FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA
obligations and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section
3.01(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Notwithstanding any other
provision of this clause (f), a Lender shall not be required to deliver any form that such Lender is not legally eligible
to deliver.


 


Each Lender hereby authorizes
the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by
such Lender to the Administrative Agent pursuant to this Section 3.01(f).


 






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Section
3.02               
Inability to Determine Rates. Other than as set
forth in Section 1.10, if the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the
portion of the Total Outstandings that are not available for Loans in such currency) determine that the Eurocurrency Rate for
any Interest Period with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in
the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency
Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in the amount specified therein.


 


Section 3.03               
Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.


 


(a)           
If any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall
be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan, or a reduction in the
amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section
3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes indemnifiable under
Section 3.01, (ii) Excluded Taxes described in clauses (b) through (e) of the definition of Excluded Taxes,
(iii) Excluded Taxes described in clause (a) of the definition of Excluded Taxes to the extent such Taxes are imposed on
or measured by such Lender’s net income or profits (or are franchise Taxes imposed in lieu thereof) or (iv) reserve requirements
contemplated by Section 3.03(c)), then from time to time within fifteen (15) days after demand by such Lender setting forth
in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section
3.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost
or reduction; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the
definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable
increased cost provisions and only to the extent the applicable Lender is imposing such charges on other similarly situated borrower
under comparable syndicated credit facilities.


 


(b)          
If any Lender determines that as a result of any Change in Law regarding capital adequacy or any change therein or in the
interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Applicable Lending Office) therewith,
has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence
of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such
Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail
the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in
accordance with Section 3.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender
for such reduction within fifteen (15) days after receipt of such demand.


 






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(c)            The
Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal
amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as
determined by such Lender in good faith, which determination shall be conclusive in the absence of demonstrable error), and
(ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any
other central banking or financial regulatory authority imposed in respect of the maintenance of the Term Commitments or the
funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs allocated to such Term Commitment or Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive absent demonstrable error) which
in each case shall be due and payable on each date on which interest is payable on such Loan, provided, the Borrower
shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such
additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant
Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days after receipt of such
notice.


 


(d)            
Subject to Section 3.05(b), failure or delay on the part of any Lender to demand compensation pursuant to this Section
3.03 shall not constitute a waiver of such Lender’s right to demand such compensation.


 


(e)           
If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by the Borrower,
use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided
that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending
Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section
3.03(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section
3.03(a), (b), (c) or (d).


 


Section 3.04               
Funding Losses. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:


 


(a)           
any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the
Interest Period for such Loan; or


 


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


 


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


 


For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.04, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was
in fact so funded.


 


Section 3.05               
Matters Applicable to All Requests for Compensation.


 


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


 






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(b)           
With respect to any Lender’s claim for compensation under Section 3.01, Section 3.02, Section 3.03
or Section 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred
and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided
that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended
to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.03,
the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to
make or continue Eurocurrency Rate Loans from one Interest Period to another, or to convert Base Rate Loans into Eurocurrency Rate
Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section
3.05(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the
compensation so requested.


 


(c)           
If the obligation of any Lender to make or continue any Eurocurrency Rate Loan from one Interest Period to another, or to
convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.05(b) hereof, such Lender’s
Eurocurrency Rate Loans denominated in Dollars shall be automatically converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section
3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances
specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such
conversion no longer exist:


 


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


 


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


 


(d)           
If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in
Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of
such Lender’s Eurocurrency Rate Loans denominated in Dollars pursuant to this Section 3.05 no longer exist (which
such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other
Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted to Eurocurrency Rate Loans, on the
first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so
that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro
rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective principal amount
of Term Commitments.


 






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Section 3.06               
Replacement of Lenders under Certain Circumstances.


 


(a)            If
at any time (i) any Lender requests reimbursement for amounts owing pursuant to Section 3.01 or Section 3.03 as
a result of any condition described in such Sections and such Lender has declined or is unable to designate a different
lending office in accordance with Section 3.01(e) or any Lender ceases to make Eurocurrency Rate Loans as a result of
any condition described in Section 3.02 or Section 3.03, (ii) any Lender becomes a Defaulting Lender, (iii) any
Lender becomes a Non-Consenting Lender or (iv) any Lender becomes a Non-Extending Lender, then the Borrower may, on prior
written notice to the Administrative Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender
shall be obligated to) assign pursuant to Section 10.07(b)
(with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement
(or, with respect to clause (iii) and clause (iv) above, all of its rights and obligations with respect to the
Class of Loans or Term Commitments that is the subject of the related consent, waiver or amendment) to one or more Eligible
Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to
find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment
resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section
3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such
assignment resulting from a Lender becoming a Non-Consenting Lender or a Non-Extending Lender, the applicable Eligible
Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents).


 


(b)          
Any Lender being replaced pursuant to Section 3.06(a) above shall (i) execute and deliver an Assignment and Assumption
with respect to such Lender’s Term Commitment and outstanding Loans, as applicable (provided that the failure of any
such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded
in the Register) and (ii) deliver Term Notes, if any, evidencing such Loans to the Borrower or Administrative Agent. Pursuant to
such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s
Term Commitments and outstanding Loans, as applicable, (B) all obligations of the Loan Parties owing to the assigning Lender relating
to the Loan Documents and participations so assigned shall be paid in full by the assignee Lender or the Loan Parties (as applicable)
to such assigning Lender concurrently with such assignment and assumption, any amounts owing to the assigning Lender (other than
a Defaulting Lender) under Section 3.04 as a consequence of such assignment and, in the case of an assignment of Term Loans
in connection with a Repricing Transaction, the premium, if any, that would have been payable by the Borrower on such date pursuant
to Section 2.05(a)(iv) if such Lender’s Term Loans subject to such assignment had been prepaid on such date shall
have been paid by the Borrower to the assigning Lender and (C) upon such payment and, if so requested by the assignee Lender, the
assignor Lender shall deliver to the assignee Lender the appropriate Term Notes executed by the Borrower, the assignee Lender shall
become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans,
Term Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive
as to such assigning Lender.


 


(c)           
[Reserved].


 


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


 






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Section 3.07                Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its Applicable Lending Office to perform any of its obligations hereunder or make, maintain or
fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the
Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such
Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or
charge interest with respect to any such Credit Extension or continue Eurocurrency Rate Loans or to convert Base Rate Loans
to Eurocurrency Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or
maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the
Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be
determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case
until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts
the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative
Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the
Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer
illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or
conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 


Section 3.08               
Survival. All of the Borrower’s obligations under
this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder
and any assignment of rights by or replacement of a Lender.


 


ARTICLE IV


 


Conditions
Precedent to Credit Extensions


 


Section 4.01               
Conditions to Closing Date. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (or waiver thereof
in accordance with Section 10.01):


 


(a)            
The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than
in respect of (a)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:


 


(i)             
executed counterparts of this Agreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto;


 


(ii)           
a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days
in advance of the Closing Date;


 


(iii)          
each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on
such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);


 






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(A)          
 certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers executed
in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank;


 


(B)          
evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably
necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent and Collateral Agent; and


 


(C)          
certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment
lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices
or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and
that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of
business and such other searches that are required by the Security Agreement or that the Administrative Agent deems necessary or
appropriate;


 


(iv)         
such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates
and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing
the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;


 


(v)           
an opinion from (i) Kirkland & Ellis LLP, counsel to the Loan Parties and (ii) Cozen O’Connor, Pennsylvania counsel
to the Loan Parties; and


 


(vi)          
a certificate attesting to the Solvency of the Parents, the Borrower and the Restricted Subsidiaries (on a Consolidated
basis) on the Closing Date after giving effect to the Transaction, from the Borrower’s chief financial officer or other officer
with equivalent duties.


 


(b)          
All fees and expenses required to be paid hereunder or pursuant to the Agent Fee Letter and Engagement Letter, to the extent
invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the
Closing Date.


 


(c)            
The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.


 


(d)           
Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated.


 


(e)           
The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing
Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing
at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably
determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the USA PATRIOT Act.


 


(f)            
The Term Intercreditor Agreement and the ABL Intercreditor Agreement shall have been duly executed and delivered by each
Loan Party thereto.


 






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(g)           
 Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect,
together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional
insured or loss payee, as the case may be, under all casualty insurance policies maintained with respect to the assets and properties
of the Loan Parties that constitutes Collateral.


 


For purposes of determining
whether the Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have consented to, approved
or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable
or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative
Agent of any disagreement prior to the Closing Date.


 


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


 


(a)           
The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other
Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided
that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct
in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified
as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates; provided, further, that in the case of an
Incremental Facility the proceeds of which will be used to finance a Limited Condition Transaction, the foregoing will be limited
to the Specified Representations.


 


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


 


(c)           
The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


 


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency
Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified
in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 






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ARTICLE V


 


Representations
and Warranties


 


The Parents and the Borrower
represent and warrant to the Agents and the Lenders on the Closing Date and on the date of each subsequent Credit Extension that:


 


Section 5.01                Existence,
Qualification and Power; Compliance with Laws. Each Parent, the
Borrower and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and,
where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly qualified and, where applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification, (d) is in material compliance with all Laws (including the USA PATRIOT Act and
anti-money laundering laws), orders, writs, injunctions and orders and (e) has all requisite governmental licenses,
authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause
(a) (other than with respect to any Parent and the Borrower), (b)(i), (c), (d) or (e), to the
extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


Section 5.02               
Authorization; No Contravention. The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction,
(a) have been duly authorized by all necessary corporate or other organizational action and (b) do not and will not (i) contravene
the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of,
or require any payment to be made under (A) any Contractual Obligation exceeding the Threshold Amount to which such Person is a
party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii) result
in the creation of any Lien (other than under the Loan Documents and Liens subject to the Applicable Intercreditor Agreement) or
(iv) violate any material Law; except (in the case of clauses (b)(ii) and (b)(iv)), to the extent that such conflict,
breach, contravention, payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


Section 5.03              
Governmental Authorization; Other Consents. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person
is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party
of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the
Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral
Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the
Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary
to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents,
exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force
and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of
which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 5.04              
Binding Effect. This Agreement and each other Loan Document
has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes
a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.


 


Section 5.05               
Financial Statements; No Material Adverse Effect.


 


(a)           
The Audited Financial Statements and the Unaudited Financial Statements each fairly present in all material respects the
financial condition of the Parents, the Borrower and the GAAP Consolidated Members of the Borrower, in each case, as of the dates
thereof and their results of operations for the period covered thereby, except as otherwise disclosed to the Administrative Agent
prior to the Closing Date, and in the case of the Audited Financial Statements, prepared in accordance with GAAP consistently applied
throughout the periods covered thereby.


 






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(b)               
 Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.


 


Each Lender and the Administrative
Agent hereby acknowledges and agrees that any Parent and its Subsidiaries may be required to restate historical financial statements
as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements
will not result in a Default or Event of Default under the Loan Documents.


 


Section 5.06                    
Litigation. Except as set forth on Schedule 5.06,
there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing
or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Parent, the Borrower
or any Restricted Subsidiary or against any of their properties or revenues that either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


 


Section 5.07                    
Ownership of Property; Liens. Each Loan Party and each of
its Subsidiaries has good and valid title to, or valid leasehold interests in, or easements or other limited property interests
in, all property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title
that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes,
Permitted Liens and any Liens and privileges arising mandatorily by Law and, in each case, except where the failure to have such
title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 5.08                    
Environmental Matters. Except as could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect:


 


(a)               
there are no pending or, to the knowledge of the Borrower, threatened claims, actions, suits, notices of violation, notices
of potential responsibility, disputes or proceedings by or involving any Loan Party or any of its Subsidiaries alleging potential
liability or responsibility for violation of, or otherwise relating to, any Environmental Law;


 


(b)               
 (i) there is no asbestos or asbestos-containing material on any property currently owned, leased or operated by any Loan
Party or any of its Subsidiaries; and (ii) there has been no Release of Hazardous Materials at, on, under or from any location
in a manner which would reasonably be expected to give rise to any Environmental Liability of or relating to any Loan Party or
any of its Subsidiaries;


 


(c)               
neither any Loan Party nor any of its Subsidiaries is undertaking, or has completed, either individually or together with
other persons, any investigation or response action relating to any actual or threatened Release of Hazardous Materials at any
location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law;


 


(d)               
all Hazardous Materials transported from any property currently or, to the knowledge of any Parent, the Borrower or any
of their Subsidiaries, formerly owned, leased or operated by any Loan Party or any of its Subsidiaries for off-site disposal have
been disposed of in compliance with all Environmental Laws;


 


(e)               
none of the Loan Parties nor any of its Subsidiaries has contractually or by operation of Law assumed any Environmental
Liability; and


 


(f)                
the Loan Parties and each of their respective Subsidiaries and their respective businesses, operations and properties are
and have been in compliance with all Environmental Laws.


 






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Section
5.09                    
Taxes. Each Parent, the Borrower and each Restricted
Subsidiary has timely filed all federal, provincial, state, municipal, foreign and other Tax returns and reports required to be
filed, and have timely paid all federal, provincial, state, municipal, foreign and other Taxes levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or, except for failures
to file or pay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
There are no Tax audits, deficiencies, assessments or other claims with respect to any Parent, the Borrower or any Restricted
Subsidiary that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


Section 5.10                      
Compliance with ERISA.


 


(a)               
Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect,
each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws and applicable foreign
laws, respectively.


 


(b)               
(i) No ERISA Event or similar event with respect to a Foreign Plan has occurred or is reasonably expected to occur; (ii)
neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred
which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 et seq.
or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither any Loan Party nor any ERISA Affiliate has engaged in
a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses
of this Section 5.10, as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect.


 


Section 5.11                    
Subsidiaries; Equity Interests. As of the Closing Date,
neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11,
and all of the outstanding Equity Interests in the Borrower and the Subsidiaries of any Parent have been validly issued, are fully
paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity
Interests owned directly or indirectly by any Parent or any other Loan Party are owned free and clear of all Liens except (i) those
created under the Collateral Documents, and (ii) those Liens permitted under Section 7.01. As of the Closing Date, Schedule
5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the
ownership interest of each Parent, the Borrower and each of their Subsidiaries in each of their Subsidiaries, including the percentage
of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant
to the Collateral and Guarantee Requirement.


 


Section 5.12                      
Margin Regulations; Investment Company Act.


 


(a)               
No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock, and no proceeds of any Borrowings will be used for any purpose that violates Regulation U or Regulation
X of the FRB.


 


(b)               
None of the Parents, the Borrower or any Restricted Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940, as amended.


 






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Section 5.13                     Disclosure.
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any
Agent, any Lead Arranger or any Lender in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so
furnished) when taken as a whole contains when furnished any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances
under which such statements are made (giving effect to all supplements and updates thereto); provided that, with
respect to projected financial information, the Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time of preparation; it being understood that (i) such projections
are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Borrower, (ii) no assurance can be given that any particular projections will be
realized and that actual results during the period or periods covered by any such projections may differ significantly from
the projected results and (iii) such differences may be material.


 


Section 5.14                    
Intellectual Property; Licenses, Etc. Each of the Loan Parties
and the other Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names,
domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual
property rights, and all registrations and applications for registration thereof (collectively, “IP Rights”)
that are used in or reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge
of the Borrower, without violation of the rights of any Person, except to the extent such violation or failure to own, license,
or possess, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim
or litigation regarding any such IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party
or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


Section 5.15                    
Solvency. On the Closing Date after giving effect to the
Transaction, the Parents, the Borrower and the Restricted Subsidiaries, on a Consolidated basis, are Solvent.


 


Section 5.16                     
Collateral Documents. The Collateral Documents are effective
to create in favor of the Collateral Agent for the benefit of the Secured Parties legal, valid and enforceable Liens on and security
interests in, the Collateral described therein and to the extent intended to be created thereby, except as such enforceability
may be limited by Debtor Relief Laws and by general principles of equity, and (i) when all appropriate filings or recordings are
made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent
required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral
with respect to which a security interest may be perfected only by possession or control (which possession or control shall be
given to the Collateral Agent to the extent required by any Collateral Document or the Applicable Intercreditor Agreement), the
Liens created by such Collateral Documents will constitute so far as possible under relevant Law fully perfected Liens on (with
the priority set forth in the Applicable Intercreditor Agreement), and security interests in, all right, title and interest of
the Loan Parties in such Collateral to the extent perfection can be obtained by filing financing statements or upon the taking
of possession or control, in each case subject to no Liens other than Permitted Liens.


 


Section 5.17                     
Use of Proceeds. The proceeds of the Initial Term Loans
shall be used in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement.


 


Section 5.18                      
Sanctions Laws and Regulations and Anti-Corruption Laws.


 


(a)                Each
of the Parents, the Borrower and the Restricted Subsidiaries is in compliance, in all material respects, with the Sanctions
Laws and Regulations and applicable anti-corruption laws (including, without limitation, the FCPA). No Borrowing or use of
proceeds of any Borrowing will violate or result in the violation of any Sanctions Laws and Regulations applicable to any
party hereto.


 






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(b)               
None of (I) the Borrower or any other Loan Party or (II) a Restricted Subsidiary that is not a Loan Party or, to the knowledge
of the Borrower, any director, manager, officer, agent or employee of any Parent, the Borrower or any of the Restricted Subsidiaries,
in each case, is (i) a Person (or owned 50% or more by one or more Persons or under Control of a Person) on the list of “Specially
Designated Nationals and Blocked Persons” or the target of the limitations or prohibitions under any Sanctions Laws and Regulations,
or (ii) a Person located, organized, or resident in a country or territory that is the subject of comprehensive sanctions under
Sanctions Laws and Regulations (currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


(c)               
No part of the proceeds of any Loan will be used for any improper payments, directly or, to the knowledge of the Borrower,
indirectly, to any governmental official or employee, political party, official of a political party, candidate for political office,
or any other party (if applicable) in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the FCPA and any applicable similar laws, rules or regulations issued, administered or enforced by any Governmental Authority
having jurisdiction over the Borrower.


 


ARTICLE VI


 


Affirmative
Covenants


 


From and after the Closing
Date and for so long as any Lender shall have any Term Commitment hereunder, any Loan or other Obligation hereunder which is accrued
and payable shall remain unpaid or unsatisfied (other than contingent indemnification obligations not yet due), the Parents and
the Borrower shall, and shall (except in the case of the covenants set forth in Section 6.01, Section 6.02 and Section
6.03) cause each of its Restricted Subsidiaries to:


 


Section 6.01                      
Financial Statements. Deliver to the Administrative Agent
for prompt further distribution to each Lender:


 


(a)               
as soon as available, but in any event within one hundred and twenty (120) days (or, in the case of the fiscal year ending
December 31, 2017, one hundred and fifty (150) days) after the end of each fiscal year of the Parents, a Consolidated balance sheet
of the Parents, the Borrower and the Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements
of income or operations, stockholders’ equity, cash flows and changes in retained earnings for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception (other than (x) an emphasis of matter to the extent
such statement does not qualify such audit, (y) with respect to, or resulting from, the regularly scheduled maturity of the Loans
hereunder, the Second Lien Facility or the ABL Facility occurring within one year from the time opinion is delivered or (z) a prospective
default under any financial covenant) or any qualification or exception as to the scope of such audit;


 






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(b)                as
soon as available, but in any event, within forty five (45) days (or, in the case of the fiscal quarters ending September 30,
2017, March 31, 2018, June 30, 2018 and September 30, 2018, sixty (60) days) after the end of each of the first three (3)
fiscal quarters of each fiscal year of the Parents, a Consolidated balance sheet of the Parents, the Borrower and the
Restricted Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or
operations and equity for such fiscal quarter and for the portion of the fiscal year then ended, and (ii) consolidated
statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material
respects the financial condition, results of operations, stockholders’ equity and cash flows of the Parents, the
Borrower and the other Subsidiaries in accordance with GAAP, subject only to normal year-end adjustments and the absence of
footnotes;


 


(c)               
simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a)
and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts
of Unrestricted Subsidiaries (if any) from such consolidated financial statements and, solely with the delivery of each set of
consolidated financial statements referred to in Section 6.01(a) above, a customary management discussion and analysis of operating
results.


 


Notwithstanding the foregoing,
the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial
information of the Parents, the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable consolidated financial
statements of any direct or indirect parent of the Parents that, directly or indirectly, holds all of the Equity Interests of the
Parents, (B) the Parents’ (or any direct or indirect parent thereof, as applicable) Form 10-K or 10-Q, as applicable, filed
with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP,” the applicable financial
statements determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B),
(i) to the extent such information relates to a parent of the Parents, such information is accompanied by consolidating information
that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information
relating to the Parents, the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the
extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied
by a report and opinion an independent registered public accounting firm of nationally recognized standing, which report and opinion,
subject to the same exceptions set forth above, shall be prepared in accordance with generally accepted auditing standards.


 


Section 6.02                      
Certificates; Other Information. Deliver to the Administrative
Agent for prompt further distribution to each Lender:


 


(a)               
no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b),
a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;


 


(b)               
promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration
statements which any Parent or the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor
(other than amendments to any registration statement (to the extent such registration statement, in the form it became effective,
is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case
not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(c)               
promptly after the furnishing thereof, copies of any material requests or material notices received by any Parent, the Borrower
or any Restricted Subsidiary (other than in the ordinary course of business) that could reasonably be expected to result in a Material
Adverse Effect;


 






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(d)                together
with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section
6.02(a), (i) a report setting forth the information required by Section
3.03 of the Security Agreement or confirming that there has been no change in such information since the Closing Date or
the date of the last Compliance Certificate, (ii) a description of each event, condition or circumstance during the last
fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.05(b), (iii) a list of
Subsidiaries that identifies each Subsidiary as a Material Subsidiary, Unrestricted Subsidiary or an Immaterial Subsidiary as
of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since
the later of the Closing Date or the date of the last such list and (iv) such other information required by the Compliance
Certificate;


 


(e)               
no later than one hundred and twenty (120) days following the first day of each fiscal year of the Parents (commencing with
the first day of the first fiscal year of the Parents ended after the Closing Date), an annual budget (on a quarterly basis) for
such fiscal year in form customarily prepared by the Borrower;


 


(f)                
promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or
any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through
the Administrative Agent may from time to time reasonably request; and


 


(g)               
promptly after the furnishing thereof, copies of any material notices received by any Parent, the Borrower or any Restricted
Subsidiary under the Second Lien Facility.


 


Documents required to
be delivered pursuant to Section 6.01(a), (b) and (c), Section 6.02(a), or Section 6.02(c) may
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 website on the Internet at the website address listed on Schedule
10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant
website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower
shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written
request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be
by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible
for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and
maintaining its copies of such documents.


 


The Borrower
represents and warrants that it, its controlling Person and any Subsidiary, in each case, if any, either (i) has no
registered or publicly traded securities outstanding, or (ii) files its financial statements with the SEC and/or makes its
financial statements available to potential holders of its 144A securities, and, accordingly, the Borrower hereby (i)
authorizes the Administrative Agent to make the financial statements to be provided under Section 6.01(a), (b)
and (c) and Section 6.02(a) or Section 6.02(c) above (collectively, “Borrower
Materials”), along with the Loan Documents, available on IntraLinks or another similar electronic system (the
“Platform”) to certain of the Lenders (each, a “Public Lender”) that may have personnel
who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to
such Persons’ securities, and (ii) agrees that at the time such financial statements are provided hereunder, they shall
already have been made available to holders of its securities. The Borrowers hereby agree that they will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that
(x) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (y) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side
Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials
that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information.” The Administrative Agent shall be under no obligation to post any other material to
Public Lenders unless the Borrower has expressly represented and warranted to the Administrative Agent in writing that such
materials do not constitute material non-public information within the meaning of the federal securities laws or that the
Borrower has no outstanding publicly traded securities, including 144A securities.


 






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Section 6.03                     
Notices. Promptly after a Responsible Officer obtains actual
knowledge thereof, notify the Administrative Agent for prompt further distribution to each Lender:


 


(a)               
of the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what
action the Borrower proposes to take with respect thereto;


 


(b)               
of any litigation or governmental proceeding (including, without limitation, pursuant to any Environmental Laws) pending
against any Parent, the Borrower or any of the Restricted Subsidiaries that could reasonably be expected to be determined adversely
and, if so determined, to result in a Material Adverse Effect; and


 


(c)               
of the occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse Effect.


 


Section 6.04                     
Maintenance of Existence. (a) Preserve, renew and maintain
in full force and effect its legal existence under the Laws of the jurisdiction of its organization or incorporation and (b) take
all reasonable action to maintain all rights (including IP Rights), privileges (including its good standing), permits, licenses
and franchises necessary or desirable in the normal conduct of its business, except in the case of clauses (a) (other than
with respect to the Borrower and any Parent) and (b), (i) to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or Section 7.05.


 


Section 6.05                     
Maintenance of Properties. Except if the failure to do so
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and
protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and
condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements,
modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.


 


Section 6.06                    
Maintenance of Insurance. Maintain with financially sound
and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any
self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Parents,
the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. 


 


Section 6.07                    
Compliance with Laws. Comply in all respects with the requirements
of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including
without limitation Environmental Laws, ERISA, Sanctions Laws and Regulations and FCPA and other applicable anti-corruption laws),
except if the failure to comply therewith could not, individually or in the aggregate reasonably be expected to have a Material
Adverse Effect.


 






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Section
6.08                       Books and Records. Maintain proper books of record
and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently
applied shall be made of all material financial transactions and matters involving the assets and business of such Parent, the
Borrower or such Restricted Subsidiary, as the case may be.


 


Section 6.09                      
Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs,
finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense
of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event
of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders
under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during
any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense;
provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the
opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything
to the contrary in this Section 6.09, none of the Parents, the Borrower or any Restricted Subsidiary will be required to
disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial
trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any
Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject
to attorney client or similar privilege or constitutes attorney work product.


 


Section 6.10                    
Covenant to Guarantee Obligations and Give Security. At
the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the
Collateral and Guarantee Requirement continues to be satisfied, including:


 


(a)               
upon the formation or acquisition of any new direct or indirect Wholly Owned Subsidiary (in each case, other than an Excluded
Subsidiary) by any Loan Party, the designation in accordance with Section 6.13 of any existing direct or indirect Wholly
Owned Subsidiary as a Restricted Subsidiary or any Excluded Subsidiary ceasing to be an Excluded Subsidiary or designation of any
Subsidiary as a Guarantor pursuant to the definition of Guarantors,


 


(i)                
within forty five (45) days after such formation, acquisition, designation or occurrence or such longer period as the Administrative
Agent may agree in its reasonable discretion:


 


(A)              
90 days following the Administrative Agent’s receipt of the notice of such formation, acquisition, designation or
occurrence, cause each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent
(as appropriate), pledges, guarantees, assignments, Security Agreement Supplements and other security agreements and documents
or joinders or supplements thereto, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent (to the extent applicable, consistent with the Security Agreement and other Collateral Documents
in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;


 






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(B)             
 cause each such Restricted Subsidiary to deliver any and all certificates representing Equity Interests (to the extent
certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock
powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the Indebtedness
held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral
Agent; and


 


(C)             
take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is required
to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the filing of financing
statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Collateral
Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens
with the priority required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with
their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless
of whether enforcement is sought in equity or at law).


 


Section 6.11                       Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly
or indirectly, in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement.


 


Section 6.12                      
Further Assurances and Post-Closing Covenants.


 


(a)               
Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or
error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document
or instrument relating to any Collateral, and (ii) subject to the limitations set forth in the Collateral and Guarantee Requirement,
do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from
time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents; provided,
however, that notwithstanding anything to the contrary contained in this Agreement or any other Collateral Document, nothing in
this Agreement or any other Collateral Document shall require the Borrower or any other Loan Party to make any filings or take
any actions to record or to perfect the Collateral Agent’s security interest in (i) any IP Rights other than UCC filings
and the filing of documents effecting the recordation of security interests in the United States Copyright Office or United States
Patent and Trademark Office, or (ii) any non-United States IP Rights;


 


(b)               
Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in
its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.


 


Section 6.13                    
Designation of Subsidiaries.


 


(a)               
Subject to Section 6.13(b) below, the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted
Subsidiary shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to
the fair market value of such Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing
at such time.


 






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(b)               
 The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted
Subsidiary as a Restricted Subsidiary, in each case unless


 


(i)                
no Specified Event of Default shall have occurred or be continuing; and


 


(ii)              
in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through
its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Parent, the Borrower
or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) and (B) neither
the Borrower nor any Parent nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness
that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment
thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness,
Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted
Subsidiary).


 


Section 6.14                      
Payment of Taxes. The Borrower will pay and discharge, and
will cause each of the Restricted Subsidiaries to pay and discharge, all Taxes imposed upon it or upon its income or profits, or
upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, may reasonably be
expected to become a lien or charge upon any properties of any Parent, the Borrower or any of the Restricted Subsidiaries not otherwise
permitted under this Agreement; provided that neither the Borrower nor any Parent nor any of the Restricted Subsidiaries
shall be required to pay any such Tax or claim which is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP or which would not reasonably be expected, individually or in the
aggregate, to constitute a Material Adverse Effect.


 


Section 6.15                    
Nature of Business. The Parents, Borrower and the Restricted
Subsidiaries will engage only in material lines of business substantially similar to those lines of business conducted by the Parents,
the Borrower and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary or ancillary
thereto.


 


Section 6.16                     
Maintenance of Rating of the Borrower and the Facilities.
The Parents, the Borrower and the Restricted Subsidiaries shall use commercially reasonable efforts to maintain (i) a public corporate
credit rating (but not any particular rating) from S&P and a public corporate family rating (but not any particular rating)
from Moody’s, in each case in respect of the Borrower and (ii) a public rating (but not any particular rating) in respect
of the Loans from each of S&P and Moody’s.


 


Section 6.17                    
Lender Calls. The Borrower will engage in quarterly telephonic
meetings with the Administrative Agent and the Lenders to review the Consolidated financial results of operations and the financial
condition of the Parents, the Borrower and the Restricted Subsidiaries.


 


ARTICLE VII


 


Negative
Covenants


 


From and after the Closing
Date and so long as any Lender shall have any Term Commitment hereunder, any Loan or other Obligation hereunder which is accrued
and payable shall remain unpaid or unsatisfied (other than contingent indemnification obligations not yet due and payable), the
Parents and the Borrower shall not, nor shall they permit the Restricted Subsidiaries to:


 






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Section
7.01                       Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)               
Liens pursuant to any Loan Document;


 


(b)               
Liens existing on the date hereof and set forth on Schedule 7.01(b);


 


(c)               
Liens for Taxes, assessments or governmental charges (i) which are not overdue for a period of more than thirty (30) days,
(ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) the nonpayment
of which would not result in a breach of Section 6.14;


 


(d)               
statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than thirty
(30) days or if more than thirty (30) days overdue, are unfiled (or, if, filed have been discharged or stayed) and no other action
has been taken to enforce such Lien or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance
with GAAP;


 


(e)               
(i) pledges, deposits or Liens arising as a matter of law in the ordinary course of business in connection with workers’
compensation, payroll taxes, unemployment insurance and other social security legislation and (ii) pledges and deposits in the
ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect
of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance
to any Parent, the Borrower or any Restricted Subsidiary;


 


(f)                
Liens incurred in the ordinary course of business to secure the performance of bids, trade contracts, governmental contracts
and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance
bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations);


 


(g)               
easements, rights-of-way, restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances
and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary
conduct of the business of any Parent, the Borrower or any Restricted Subsidiary;


 


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


 


(i)                
Liens securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach concurrently
with or within two hundred and seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable)
of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed
by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof
and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover
any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits)
other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one
lender may be cross-collateralized to other financings of equipment provided by such lender;


 






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(j)                
 leases, licenses, subleases or sublicenses and Liens on the property covered thereby, in each case, granted to others in
the ordinary course of business which do not (i) interfere in any material respect with the business of any Parent, the Borrower
or any Restricted Subsidiary, taken as a whole, or (ii) secure any Indebtedness;


 


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


 


(l)                
Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items
in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering
deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general
parameters customary in the banking industry;


 


(m)             
Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to
Section 7.02(j), (n), (t) or (y) to be applied against the purchase price for such Investment and (ii)
consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely
to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such
Lien;


 


(n)               
Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e);
provided that any Lien in favor of a Restricted Subsidiary that is not a Loan Party shall be a Lien ranking junior to the Lien
on the Collateral securing the Obligations and such Indebtedness may not be secured by any assets that are not Collateral;


 


(o)               
Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person
becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each
case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person
becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds
or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred
prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at
such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any
property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby
is permitted under Section 7.03;


 


(p)               
any interest or title of a lessor or sublessor under leases or subleases entered into by any Parent, the Borrower or any
Restricted Subsidiary in the ordinary course of business;


 


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


 


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


 






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(s)                
Liens, if any, arising from precautionary Uniform Commercial Code financing statement filings;


 


(t)                
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(u)               
any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of
any real property that does not materially interfere with the ordinary conduct of the business of any Parent, the Borrower or any
Restricted Subsidiary;


 


(v)               
Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in
respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or goods;


 


(w)             
the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o)
of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section
7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited
by such Liens is permitted by Section 7.03;


 


(x)               
ground leases in respect of real property on which facilities owned or leased by any Parent, the Borrower or any Restricted
Subsidiary are located;


 


(y)               
Liens on property of a Non-Loan Party securing Indebtedness or other obligations of such Non-Loan Party;


 


(z)               
Liens solely on any cash earnest money deposits made by any Parent, the Borrower or any Restricted Subsidiary in connection
with any letter of intent or purchase agreement permitted hereunder;


 


(aa)            
Liens securing Indebtedness permitted pursuant to Section 7.03(t); provided that such Liens may be either
a Lien (i) on the Collateral that is pari passu with the Lien securing the Obligations or (ii) ranking junior to the Lien
on the Collateral securing the Obligations, and, in each case, the beneficiaries thereof (or an agent on their behalf) shall have
entered into the Applicable Intercreditor Agreement; provided that such Liens may not be on any assets that are not Collateral;


 


(bb)           
Liens securing Indebtedness permitted pursuant to Section 7.03(m);


 


(cc)            
other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed
the greater of (x) $40,000,000 and (y) 40% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries
for the most recently ended Test Period calculated on a Pro Forma Basis;


 


(dd)            Liens
securing Indebtedness permitted pursuant to Section 7.03(w) and (y); provided that such Liens may be
either a Lien on the Collateral that is pari passu with the Lien securing the Obligations or a Lien ranking
junior to the Lien on the Collateral securing the Obligations (but may not be secured by any assets that are not Collateral)
and, in any such case, the beneficiaries thereof (or an agent on their behalf) shall have entered into the Applicable
Intercreditor Agreement;


 






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(ee)            
Liens securing Indebtedness permitted pursuant to Section 7.03(v); provided that, (i) such Liens shall only
secure the obligations secured on the date of the related Permitted Acquisition or other Investment and such liens shall not extend
to any other property of the Parents, the Borrower and the Restricted Subsidiaries and (ii) to the extent such Liens are on the
Collateral, the beneficiaries thereof (or an agent on their behalf) shall have entered into the Applicable Intercreditor Agreement;


 


(ff)              
Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.03(b); provided that (A) in
the case of Indebtedness permitted pursuant to Section 7.03(b)(A) and any Permitted Refinancing thereof, the representative in
respect thereof shall have entered into the Applicable Intercreditor Agreement, which shall provide that (i) the Liens on the ABL
Priority Collateral securing such Indebtedness may be pari passu or senior to the Liens on the ABL Priority Collateral securing
the Obligations and (ii) the Liens on the Term Priority Collateral securing such Indebtedness shall be junior to the Liens on the
Term Priority Collateral securing the Obligations and (B) in the case of Indebtedness permitted pursuant to Section 7.03(b)(B)
and any Permitted Refinancing thereof, the representative in respect thereof shall have entered into the Applicable Intercreditor
Agreement, which shall provide that the Liens securing the Second Lien Facility rank junior to the Liens securing the Obligations;


 


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


 


(hh)           
Liens on receivables and related assets arising in connection with a Permitted Receivables Financing;


 


(ii)              
Liens securing Indebtedness permitted to be secured pursuant to Section 7.03(r); provided that to the extent
such Liens are on the Collateral, (i) such Liens may be either a Lien that is pari passu with the Lien securing the Obligations
or a Lien ranking junior to the Lien securing the Obligations and (ii) the beneficiaries thereof (or an agent on their behalf)
shall have entered into the Applicable Intercreditor Agreement; and


 


(jj)              
Liens on the Equity Interests of JV Entities securing financing arrangements for the benefit of the applicable JV Entity
that are not otherwise prohibited under this Agreement.


 


Section 7.02                      
Investments. Make any Investments, except:


 


(a)               
Investments by any Parent, the Borrower or any Restricted Subsidiary in assets that were Cash Equivalents when such Investment
was made;


 


(b)               
loans or advances to officers, directors, managers, partners and employees of any Parent (or any direct or indirect parent
thereof), any Intermediate Holding Company, the Borrower or the Restricted Subsidiaries (i) for reasonable and customary business-related
travel, entertainment, relocation, customary fringe benefits and analogous ordinary business purposes, (ii) in connection with
such Person’s purchase of Equity Interests of any Parent (or any direct or indirect parent thereof or any Intermediate Holding
Company or the Borrower) (provided that the proceeds of any such loans and advances shall be contributed to the Borrower
in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate
principal amount outstanding not to exceed the greater of (x) $10,000,000 and (y) 10% of Consolidated EBITDA of the Parents, the
Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis;


 






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(c)               
 asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual
property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;


 


(d)               
Investments (i) by any Loan Party in any other Loan Party (other than any Parent), (ii) by any Non-Loan Party in any Loan
Party (other than any Parent), (iii) by any Non-Loan Party in any other Non-Loan Party and (iv) by any Loan Party in any Non-Loan
Party; provided that the aggregate amount of such Investments in Non-Loan Parties pursuant to clause (iv) shall not
exceed in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments
for future Investments, (A) the greater of (x) $35,000,000 and (y) 30% of Consolidated EBITDA of the Parents, the Borrower and
the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis (excluding any Investments
received in respect of, or consisting of, the transfer or contribution of Equity Interests in or Indebtedness of any Foreign Subsidiary
to any other Foreign Subsidiary), plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash
in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such
Investment was made); provided that any such amounts under this clause (B) shall not increase the Available Amount,
it being understood that any returns of capital or sale proceeds actually received in cash in respect of any such Investments in
excess of the amount of such Investment valued at cost at the time such Investment was made shall increase the Available Amount
(to the extent such excess amount of returns or proceeds would otherwise increase the Available Amount pursuant to the definition
thereof);


 


(e)               
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the
grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof
from financially troubled account debtors and other credits to suppliers in the ordinary course of business;


 


(f)                
Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments (other than, in
each case, by reference to this Section 7.02) permitted under Section 7.01, Section 7.03, Section 7.04,
Section 7.05 and Section 7.06, respectively;


 


(g)               
Investments existing on the Closing Date and set forth on Schedule 7.02 and any modification, replacement, renewal,
reinvestment or extension of any such Investments; provided that the amount of any Investment permitted pursuant to this
Section 7.02(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of
such Investment as of the Closing Date or as otherwise permitted by this Section 7.02;


 


(h)               
Investments in Swap Contracts permitted under Section 7.03(g);


 


(i)                
promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;


 


(j)                 the
purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a
line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a
Restricted Subsidiary (including as a result of a merger or consolidation) (or such assets will be contributed to a Parent,
the Borrower or a Restricted Subsidiary) (each, a “Permitted Acquisition”) and together with any
Investments in Restricted Subsidiaries necessary to consummate a transaction otherwise permitted by this clause (j); provided
that (i) immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default
shall have occurred and be continuing (provided that in the case of any Limited Condition Transaction, no Specified
Event of Default shall also have occurred and be continuing at the time of consummation thereof), (ii) after giving effect to
any such purchase or other acquisition, the Borrower shall be in compliance with the covenant in Section
6.15, (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses
acquired in such purchase or other acquisition shall become Collateral and (B) any such newly created or acquired Restricted
Subsidiary (other than an Excluded Subsidiary) shall become Guarantors, in each case in accordance with Section 6.10
and (iv) the aggregate consideration for the acquisition of Non-Loan Parties pursuant to clause (j) shall not exceed
in an aggregate amount at any time outstanding, as valued at cost at the time each such Investment is made, not to exceed the
greater of (x) $50,000,000 and (y) 45% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries
for the most recently ended Test Period calculated on a Pro Forma Basis;


 






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(k)               
the Inventure Acquisition;


 


(l)                 Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with
customers consistent with past practices;


 


(m)             
Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization
of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising
in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with
respect to any secured Investment;


 


(n)               Investments
as valued at cost at the time each such Investment is made and including all related commitments for future Investments, in an
amount not exceeding (i) the Available Amount (provided that at the time of any such Investment in reliance on clause (b)
of the definition of “Available Amount”, no Event of Default shall have occurred and be continuing or would result
therefrom) and/or (ii) the Excluded Contribution Amount;


 


(o)               advances
of payroll payments to employees in the ordinary course of business;


 


(p)               loans
and advances to any direct or indirect parent of any Parent in lieu of, and not in excess of the amount of (after giving effect
to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to
be made to such direct or indirect parent in accordance with Section 7.06; provided that any such loan or advance
shall reduce the amount of such applicable Restricted Payment thereafter permitted under Section 7.06 by a corresponding
amount (if such applicable provision of Section 7.06 contains a maximum amount);


 


(q)               Investments
held by a Restricted Subsidiary acquired after the Closing Date or of a corporation or company merged into any Parent or the Borrower
or merged or consolidated with any Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the
extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation
and were in existence on the date of such acquisition, merger or consolidation;


 


(r)                Guarantee
Obligations of any Parent, the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of
other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(s)                Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than any
Cure Amounts or Excluded Contribution Amount);


 






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(t)                other
Investments in an aggregate amount, as valued at cost at the time each such Investment is made and including all related
commitments for future Investments, not exceeding (i) the greater of (x) $40,000,000 and (y) 40% of Consolidated EBITDA of
the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma
Basis, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of
any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment
was made); provided that any such amounts under this clause (ii) shall not increase the Available Amount, it
being understood that any returns of capital or sale proceeds actually received in cash in respect of any such Investments in
excess of the amount of such Investment valued at cost at the time such Investment was made shall increase the Available
Amount (to the extent such excess amount of returns or proceeds would otherwise increase the Available Amount pursuant to the
definition thereof);


 


(u)               Investments
in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made
and including all related commitments for future Investments, not exceeding (i) the greater of (x) $40,000,000 and (y) 40% of
Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated
on a Pro Forma Basis, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in
respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment
was made); provided that any such amounts under this clause (ii) shall not increase the Available Amount, it being
understood that any returns of capital or sale proceeds actually received in cash in respect of any such Investments in excess
of the amount of such Investment valued at cost at the time such Investment was made shall increase the Available Amount (to the
extent such excess amount of returns or proceeds would otherwise increase the Available Amount pursuant to the definition thereof);


 


(v)               Investments
in connection with a Permitted Receivables Financing;


 


(w)             
contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors
in the case of a bankruptcy of the Borrower;


 


(x)                Investments
by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary
pursuant to the definition of “Unrestricted Subsidiary”; provided that such Investments were not incurred in
contemplation of such redesignation;


 


(y)               
other Investments; provided that, at the time of such Investment, (i) no Default or Event of Default has occurred
and is continuing and (ii) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end
of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.00:1.00;


 


(z)               
transactions entered into in order to consummate a Permitted Tax Restructuring;


 


(aa)             
[reserved]; and


 


(bb)            
loans and advances to the Distribution Asset Transferee in an aggregate principal amount at any time outstanding not to
exceed $15,000,000.


 


Section 7.03                    
Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:


 


(a)               
Indebtedness of any Parent, the Borrower and any of the Restricted Subsidiaries under the Loan Documents;


 






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(b)               Indebtedness incurred (A) pursuant to the ABL Facility in an aggregate principal amount not to exceed the sum of (i) the
greater of $100,000,000 and the Borrowing Base (as defined in the ABL Facility as in effect on the date hereof) plus (ii)
Incremental Loans (as defined in the ABL Facility as in effect on the date hereof) plus (iii) all accrued interest, fees,
expenses and other non-principal ABL Obligations with respect thereto and (B) pursuant to the Second Lien Facility in an aggregate
principal amount not to exceed the sum of (i) $125,000,000 plus (ii) Incremental Term Loans (as defined in the Second Lien
Credit Agreement as in effect on the date hereof) and Permitted Alternative Incremental Facilities Debt (as defined in the Second
Lien Credit Agreement as in effect on the date hereof) plus (iii) all accrued interest, fees, expenses and other non-principal
Second Lien Obligations with respect thereto, and, in each case, (C) together with any Permitted Refinancing of the Indebtedness
described in clauses (b)(A) and (b)(B) above;


 


(c)               
(i) Surviving Indebtedness listed on Schedule 7.03(c) and (ii) any Permitted Refinancing of any of the foregoing;


 


(d)               
Guarantee Obligations of the Parents, the Borrower and the Restricted Subsidiaries in respect of Indebtedness of any Parent,
the Borrower or any Restricted Subsidiary otherwise permitted hereunder (except that Non-Loan Parties may not, by virtue of this
Section 7.03(d), guarantee Indebtedness that such Non-Loan Parties could not otherwise incur under this Section 7.03);
provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall
be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination
of such Indebtedness;


 


(e)                Indebtedness
of any Parent, the Borrower or any Restricted Subsidiary owing to any Parent, the Borrower or any Restricted Subsidiary to the
extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party
owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 3.01 of the
Guaranty;


 


(f)                
(i) Attributable Indebtedness and other Indebtedness financing the acquisition, construction, repair, replacement or improvement
of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within two hundred seventy
(270) days after the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness
arising out of Permitted Sale Leasebacks in an aggregate principal amount not to exceed at any one time outstanding the greater
of (x) $30,000,000 and (y) 30% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most
recently ended Test Period calculated on a Pro Forma Basis and (iii) any Permitted Refinancing of any Indebtedness set forth in
the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness
(including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause (ii))
under this Section 7.03(f) does not exceed the greater of (x) $50,000,000 and (y) 50% of Consolidated EBITDA of the
Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis;


 


(g)               Indebtedness
in respect of Swap Contracts (i) entered into to hedge or mitigate risks to which any Parent, Borrower or any Subsidiary has actual
or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests of any Parent,
the Borrower or any Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed
to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of any Parent, the Borrower or any Subsidiary and (iii) entered into to hedge commodities, currencies, general economic
conditions, raw materials prices, revenue streams or business performance;


 


(h)               
[reserved];


 






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(i)                
 Indebtedness representing deferred compensation to employees of any Parent (or any direct or indirect parent of any Parent),
the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;


 


(j)                 Indebtedness
to current or former officers, directors, partners, managers, consultants and employees, their respective estates, spouses or
former spouses to finance the purchase or redemption of Equity Interests of any Parent (or any direct or indirect parent thereof)
permitted by Section 7.06 in an aggregate amount not to exceed $15,000,000 at any one time outstanding;


 


(k)                Indebtedness
incurred by any Parent, the Borrower or any of the Restricted Subsidiaries in the Transactions, a Permitted Acquisition, any other
Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations
or obligations in respect of purchase price (including earn-outs) or other similar adjustments;


 


(l)                 Indebtedness
consisting of obligations of any Parent, the Borrower or any of the Restricted Subsidiaries under deferred compensation or other
similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment
expressly permitted hereunder;


 


(m)             
Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements in each case incurred in the ordinary course;


 


(n)                Indebtedness
consisting of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements, in each
case, in the ordinary course of business;


 


(o)               Indebtedness
incurred by any Parent, the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’
acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect
of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or
self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;


 


(p)               obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided
by any Parent, the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees
or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;


 


(q)               Indebtedness
supported by a Letter of Credit (as defined in the ABL Credit Agreement) in a principal amount not to exceed the face amount of
such Letter of Credit (as defined in the ABL Credit Agreement);


 






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(r)                 (i)
other Indebtedness of any Parent, the Borrower or any Restricted Subsidiary in an unlimited amount, so long as (A) if such
Indebtedness is secured by any Liens on the Collateral (other than Liens that are junior to the Liens securing the
Obligations), the First Lien Senior Secured Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds
therefrom) as of the last day of the most recently ended Test Period is not greater than 4.00:1.00; provided, that if
such Indebtedness is incurred in the form of a term loan facility, it shall be subject to the MFN Adjustment (if any, and
other than to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness
into which such customary bridge facility is to be converted or exchanged would not otherwise be subject to the MFN
Adjustments), (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Liens securing the
Obligations, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as
of the last day of the most recently ended Test Period is not greater than 5.00:1.00 and (C) if such Indebtedness is
unsecured or secured by assets that do not constitute Collateral, the Total Leverage Ratio (calculated on a Pro Forma Basis
but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than
either (x) 5.50:1.00 or (y) if such Indebtedness is incurred to finance a Permitted Acquisition or any other similar
Investment not prohibited hereunder, the Total Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash
proceeds therefrom) immediately prior to the consummation of such Permitted Acquisition or other Investment and the
incurrence of such Indebtedness (provided that, with respect to all Indebtedness of this clause (r), (1) such
Indebtedness shall not mature prior to the date that is ninety one (91) days after the Maturity Date of the Initial Term
Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Initial Term Loans
plus ninety one (91) days, provided that the foregoing requirements of this clause (1) shall not apply to the extent
such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary
bridge facility is to be converted or exchanged satisfies the requirements of this clause (1), (2) such Indebtedness shall
not have mandatory prepayment, redemption or offer to purchase events more onerous than those applicable to the Initial Term
Loans, provided that the foregoing requirements of this clause (2) shall not apply to the extent such Indebtedness
constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is
to be converted or exchanged satisfies the requirements of this clause (2), (3) the other terms and conditions of such
Indebtedness (excluding pricing and optional prepayment or redemption terms), if not consistent with the terms of the Initial
Term Loans, shall not be materially more restrictive to the Loan Parties when taken as a whole (as reasonably determined by
the Borrower) than the terms of the Initial Term Loans (other than any terms and conditions that (x) apply only to periods
after the then Latest Maturity Date with respect to the Term Loans, (y) are otherwise added for the benefit of the Term
Lenders hereunder or (z) are otherwise reasonably satisfactory to the Administrative Agent) and (4) the maximum aggregate
principal amount of Indebtedness that may be incurred pursuant to this Section
7.03(r) by Non-Loan Parties shall not exceed the greater of (x) $25,000,000 and (y) 20% of Consolidated EBITDA of the
Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period at any one time outstanding);
and (ii) any Permitted Refinancing of Indebtedness incurred under the foregoing clause (r)(i);


 


(s)                Indebtedness incurred by a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal amount not
to exceed the greater of (x) $25,000,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries
for the most recently ended Test Period at any one time outstanding;


 






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(t)                (i)
Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred
by the Borrower to the extent that the Borrower shall have been permitted to incur such Indebtedness pursuant to, and such
Indebtedness shall be deemed to be incurred in reliance on, Section 2.14; provided that (A) subject to Section
1.09, upon the effectiveness of such Indebtedness, no Default or Event of Default has occurred and is continuing or shall
result therefrom (provided that in the case of Indebtedness the proceeds of which are used to finance a Limited Condition
Transaction, no Specified Event of Default shall be continuing at the time such Limited Condition Transaction is
consummated), (B) such Indebtedness shall not mature earlier than the Maturity Date applicable to the Term Loans, provided that
the foregoing requirements of this clause (B) shall not apply to the extent such Indebtedness constitutes a customary bridge
facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged
satisfies the requirements of this clause (B), (C) as of the date of the incurrence of such Indebtedness, the Weighted
Average Life to Maturity of such Indebtedness shall not be shorter than that of the Term Loans, provided that the
foregoing requirements of this clause (C) shall not apply to the extent such Indebtedness constitutes a customary bridge
facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged
satisfies the requirements of this clause (C), (D) no Restricted Subsidiary is a borrower or guarantor with respect to such
Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially
concurrently guaranteed the Obligations, (E) the other terms and conditions of such Indebtedness (excluding pricing and
optional prepayment or redemption terms), if not consistent with the terms of the Initial Term Loans, shall not be materially
more restrictive to the Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the
Initial Term Loans (other than any terms and conditions that (x) apply only to periods after the then Latest Maturity Date
with respect to the Term Loans, (y) are otherwise added for the benefit of the Term Lenders hereunder or (z) are otherwise
reasonably satisfactory to the Administrative Agent), (F) if such Indebtedness is in the form of a term loan facility of the
Loan Parties and is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, it
shall be subject to the MFN Adjustment (if any) (other than to the extent such Indebtedness constitutes a customary bridge
facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged
would not otherwise be subject to the MFN Adjustments), (G) if such Indebtedness is to be incurred under the Incremental
Incurrence Test, and such Indebtedness is secured by a Lien on the Collateral that is junior to the Liens securing the
Obligations, is unsecured or is secured by assets that do not constitute Collateral, then the First Lien Senior Secured
Leverage Ratio set forth in Section 2.14(a)(iii) shall be
deemed replaced with (1) in the case of any such junior lien Indebtedness, a Senior Secured Leverage Ratio (calculated on a
Pro Forma Basis but excluding the cash proceeds therefrom) as of the end of the most recent Test Period that does not exceed
5.00:1.00 and (2) in the case of any such unsecured Indebtedness or Indebtedness secured by assets that do not constitute
Collateral, the Total Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the
last day of the most recently ended Test Period that does not exceed 5.50:1.00 (such Indebtedness incurred pursuant to this clause
(t) being referred to as “Permitted Alternative Incremental Facilities Debt”) and (ii) any Permitted
Refinancing of Indebtedness incurred under the foregoing clause (t)(i);


 


(u)               additional
Indebtedness in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 50% of Consolidated EBITDA
of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period at any one time outstanding
and calculated on a Pro Forma Basis;


 


(v)               
Indebtedness assumed in connection with a Permitted Acquisition or other Investment not prohibited hereunder and not created
in contemplation thereof, so long as either (A) such Indebtedness would have been permitted to have been incurred under Section
7.03(r) or (B) the aggregate principal amount of such Indebtedness does not exceed the greater of (x) $40,000,000 and (y) 40%
of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period at
any time outstanding;


 






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(w)              (i)
Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by
the Borrower to the extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely
to the prepayment of Term Loans in accordance with Section 2.05(b)(iii); provided that (A) such Indebtedness shall
not mature earlier than the Maturity Date with respect to the relevant Term Loans being refinanced, (B) as of the date of the
incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of
then-remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness
unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed
the Obligations, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption
terms), if not consistent with the terms of the Initial Term Loans, shall not be materially more restrictive to the Loan Parties
when taken as a whole (as reasonably determined by the Borrower) than the terms of the Initial Term Loans (other than any terms
and conditions that (x) apply only to periods after the then Latest Maturity Date with respect to the Term Loans being refinanced,
(y) are otherwise added for the benefit of the Term Lenders hereunder or (z) are otherwise reasonably satisfactory to the Administrative
Agent) and such Indebtedness shall not participate in mandatory prepayments on a greater than pro rata basis with the Term Loans
and (E) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, together
with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations
demonstrating compliance with clauses (A), (B), (C) and (D) and (ii) any Permitted Refinancing of
Indebtedness incurred under the foregoing clause (w)(i);


 


(x)               
Indebtedness with respect to any Permitted Receivables Financing;


 


(y)               Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance with
Section 2.17 and any Permitted Refinancing thereof;


 


(z)               
unsecured Contribution Indebtedness (and any Permitted Refinancing thereof);


 


(aa)            
all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent
interest on obligations described in clauses (a) through (z) above.


 


For purposes of determining
compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the
categories of Indebtedness described in clauses (a) through (aa) above, the Borrower may, in its sole discretion,
classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only
be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness
outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a)
of this Section 7.03 and the ABL Facility and Second Lien Facility and, in each case, any Permitted Refinancing thereof,
will be deemed to have been incurred in reliance only on the exception set forth in clause (b) of this Section 7.03.


 


The accrual of interest,
the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an
incurrence of Indebtedness for purposes of this Section 7.03.


 


Section 7.04                    
Fundamental Changes. Merge, amalgamate, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to
a Division), except that:


 


(a)                any
Restricted Subsidiary may merge or amalgamate with (i) the Borrower (provided that the resulting entity shall succeed as
a matter of law to all of the Obligations of the Borrower), (ii) any one or more Restricted Subsidiaries (provided that
when any Restricted Subsidiary that is a Loan Party is merging or amalgamating with another Restricted Subsidiary, a Loan Party
shall be a continuing or surviving Person, as applicable, or the resulting entity shall succeed as a matter of law to all of the
Obligations of such Loan Party (including, without limitation, as the Borrower)) and (iii) in order to consummate a Permitted
Tax Restructuring;


 


(b)                (i)
any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted
Subsidiary that is not a Loan Party, (ii) (A) any Restricted Subsidiary may liquidate, dissolve or wind up, or (B) any
Restricted Subsidiary may change its legal form, in each case, if the Borrower determines in good faith that such action is
in the best interests of the Parents, the Borrower and the other Subsidiaries and is not materially disadvantageous to the
Lenders and (iii) the Borrower may change its legal form if it determines in good faith that such action is in the best
interests of the Parents, the Borrower and the other Restricted Subsidiaries and the Administrative Agent reasonably
determines it is not disadvantageous to the Lenders;


 






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(c)               
any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (i)
the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment
in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Section 7.02 and Section 7.03,
respectively;


 


(d)               
so long as no Event of Default exists or would result therefrom, the Borrower may merge or amalgamate with any other Person
(1) in a transaction in which the Borrower is the continuing or surviving entity of such transaction or (2) in a transaction in
which such other Person is the surviving or continuing entity of such transaction (such person, the “Successor Borrower”);
provided that, in the case of this clause (2), (i) such Successor Borrower is organized under the laws of the United States;
(ii) such Successor Borrower shall assume the Obligations of the Borrower under the Loan Documents; (iii) each Guarantor shall
have confirmed that its Guaranty shall apply to the Successor Borrower’s obligations under the Loan Documents; (iv) each
Guarantor shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations
thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents; (v) the Borrower shall have delivered
information reasonably requested in writing by the Administrative Agent (or any Lender through the Administrative Agent) reasonably
required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including
without limitation the USA PATRIOT Act of the type delivered on the Closing Date pursuant to Section 4.01(e) and (vi) the
Borrower shall have delivered an officer’s certificate certifying the compliance with the foregoing;


 


(e)               
so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or amalgamate with any other
Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving
Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the
requirements of Section 6.10;


 


(f)                
[Reserved];


 


(g)               
so long as no Default exists or would result therefrom, a merger, amalgamation, dissolution, winding up, liquidation, consolidation
or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may be effected; and


 


(h)                so
long as no Event of Default exists or would result therefrom, any Parent (the “Subject Parent”) may merge
or amalgamate with, or transfer its Equity Interests to, any other Person (1) in a transaction in which the Subject Parent is
the continuing or surviving entity of such transaction or (2) in a transaction in which such other Person is the surviving or
continuing entity of such transaction or acquires, directly or indirectly, 100% of the Equity Interests of the Subject Parent
(such person, the “Successor Holdings”); provided that, in the case of this clause (2), (i) the Successor
Holdings is organized under the laws of the United States; (ii) the Successor Holdings shall assume the Obligations of the
Subject Parent under the Loan Documents; (iii) the Successor Holdings shall have become a party to the applicable Guaranty
and all other applicable Collateral Documents and the Collateral and Guarantee Requirement shall have been satisfied with
respect to the Successor Holdings; and (iv) the Borrower shall have delivered information reasonably requested in writing by
the Administrative Agent (or any Lender through the Administrative Agent) reasonably required by regulatory authorities under
“know your customer” and anti- money laundering rules and regulations, including without limitation the USA
PATRIOT Act, of the type delivered in connection with the Closing Date pursuant to Section
4.01(e).


 






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Section 7.05                    
Dispositions. Make any Disposition, except:


 


(a)                Dispositions
of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions
of property no longer used or useful in the conduct of the business of the Parents, the Borrower and the Restricted Subsidiaries;


 


(b)               Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations
or any applications for registration of any immaterial IP Rights to lapse or go abandoned in the ordinary course of business);


 


(c)                Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement
property (which replacement property is actually promptly purchased);


 


(d)               Dispositions
of property to a Parent, the Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a
Loan Party (i) the transferee thereof must be a Loan Party, (ii) to the extent such transaction constitutes an Investment, such
transaction is permitted under Section 7.02, or (iii) such Disposition shall consist of the transfer of Equity Interests
in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary;


 


(e)                Dispositions
permitted by Section 7.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01;


 


(f)                Dispositions
in the ordinary course of business of Cash Equivalents;


 


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


 


(h)               
transfers of property subject to Casualty Events;


 


(i)                 Dispositions
of Investments in JV Entities or non-Wholly Owned Restricted Subsidiaries to the extent required by, or made pursuant to, customary
buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly Owned Restricted Subsidiary set
forth in the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating
to such JV Entity or non-Wholly Owned Restricted Subsidiary;


 


(j)                
Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof
or pursuant to factoring arrangements, in each case to the extent not constituting a receivables financing;


 


(k)               
the unwinding of any Swap Contract pursuant to its terms;


 


(l)                
Permitted Sale Leasebacks;


 






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(m)               Dispositions
not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair
market value as reasonably determined by the Borrower in good faith, (ii) the Borrower or the applicable Parent or Restricted
Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (provided, however,
that for the purposes of this clause (m)(ii),
the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities
contingent or otherwise of any Parent, the Borrower or any of the Restricted Subsidiaries (other than Subordinated Debt) and
the valid release of such Parent, the Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from
all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other
obligations received by any Parent, the Borrower or any of the Restricted Subsidiaries from the transferee that are converted
by any Parent, the Borrower or any of the Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the
closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a
Restricted Subsidiary as a result of such Disposition, to the extent that each Parent, the Borrower and each Restricted
Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) the
aggregate Designated Non-Cash Consideration received by the Parents, the Borrower and the Restricted Subsidiaries for all
Dispositions under this clause (m) having an aggregate fair market value (determined as of the closing of the
applicable Disposition for which such Designated Non-Cash Consideration is received) not to exceed the greater of (x)
$30,000,000 and (y) 25% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most
recently ended Test Period at any time outstanding (net of any Designated Non-Cash Consideration converted into cash and Cash
Equivalents received in respect of any such Designated Non-Cash Consideration and calculated on a Pro Forma Basis) and
(iii) the Borrower or the applicable Parent or Restricted Subsidiary complies with the applicable provisions of Section
2.05;


 


(n)               the
Parents, the Borrower and the Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual
or litigation claims in the ordinary course of business;


 


(o)               Dispositions
of non-core or obsolete assets acquired in connection with a Permitted Acquisition;


 


(p)               any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market
value of usefulness to the business of the Parents, the Borrower and the Restricted Subsidiaries as a whole, as determined in
good faith by the Borrower;


 


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


 


(r)                Specified
Dispositions and Dispositions consummated in connection with a Permitted Tax Restructuring;


 


(s)                Dispositions
for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used to effect any such Permitted
Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing; and


 


(t)                any
Permitted Distribution Business Dispositions.


 


To the extent any Collateral
is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Borrower or any Guarantor, such
Collateral shall be sold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent,
upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral
Agent, as applicable, shall be authorized to take and shall take any actions deemed appropriate in order to effect the foregoing.


 






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Section
7.06                    
Restricted Payments. Declare or make, directly or
indirectly, any Restricted Payment, except:


 


(a)                the
Borrower and each Restricted Subsidiary may make Restricted Payments to the Parents, the Borrower and to Restricted Subsidiaries
(and, in the case of a Restricted Payment by a non-Wholly Owned Restricted Subsidiary, to each owner of Equity Interests of such
Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);


 


(b)               (i)
the Parents may (or may make Restricted Payments to permit any direct or indirect parent thereof to) redeem in whole or in part
any of its Equity Interests for another class of its (or such parent’s) Equity Interests or rights to acquire its Equity
Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests, provided
that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class
of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and
(ii) the Parents may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests (to
the extent not utilized in connection with any other transactions permitted pursuant to Section 7.02, Section 7.03,
Section 7.06 or Section 7.08 (or to build the Available Amount or Excluded Contribution Amount));


 


(c)               
Restricted Payments made on or after the Closing Date for fees and expenses in connection with the Transactions;


 


(d)               to
the extent constituting Restricted Payments, the Parents, the Borrower and the Restricted Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of Section 7.02, Section 7.04 or Section 7.07;


 


(e)                repurchases of Equity Interests in the ordinary course of business in the Parents (or any direct or indirect parent thereof),
the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent
a portion of the exercise price of such options or warrants;


 


(f)                 any Parent, the Borrower or any Restricted Subsidiary may, in good faith, pay (or make Restricted Payments to allow any
direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity
Interests of it or any direct or indirect parent thereof held by any future, present or former employee, director, manager, officer
or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators,
heirs, legatees or distributees of any of the foregoing) of any Parent (or any direct or indirect parent of such Parent) or any
of its Subsidiaries pursuant to any employee, management, director or manager equity plan, employee, management, director or manager
stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription
or shareholder agreement) with any employee, director, manager, officer or consultant of any Parent (or any direct or indirect
parent thereof), the Borrower or any Subsidiary; provided that such payments do not to exceed $12,500,000 in any calendar
year, provided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding
calendar years, so long as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(f) in any
calendar year (after giving effect to such carry forward) shall not exceed $25,000,000; provided, further, that cancellation
of Indebtedness owing to any Parent (or any direct or indirect parent thereof) or any of its Subsidiaries from members of management
of such Parent, any of such Parent’s direct or indirect parent companies or any of the Borrower or any Restricted Subsidiary
in connection with a repurchase of Equity Interests of any of such Parent’s direct or indirect parent companies will not
be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;


 






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(g)               each Parent, the Borrower and the Restricted Subsidiaries may make Restricted Payments to any direct or indirect holder
of an Equity Interest in the Borrower or such Parent:


 


(i)                 the
proceeds of which will be used to make Permitted Tax Distributions;


 


(ii)              
the proceeds of which shall be used to pay such equity holder’s operating costs and expenses incurred in the ordinary
course of business, other overhead costs and expenses and fees (including (v) administrative, legal, accounting and similar expenses
provided by third parties, (w) trustee, directors, managers and general partner fees, (x) any judgments, settlements, penalties,
fines or other costs and expenses in respect of any claim, litigation or proceeding, (y) fees and expenses (including any underwriters
discounts and commissions) related to any investment or acquisition transaction (whether or not successful) and (z) payments in
respect of indebtedness and equity securities of any direct or indirect holder of Equity Interests in such Parent to the extent
the proceeds are used or will be used to pay expenses or other obligations described in this Section 7.06(g)) which are
reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of such
Parent and its Subsidiaries (including any reasonable and customary indemnification claims made by directors, managers or officers
of any direct or indirect parent of such Parent attributable to the direct or indirect ownership or operations of such Parent and
its Subsidiaries) and fees and expenses otherwise due and payable by any Parent, the Borrower or any Restricted Subsidiary and
permitted to be paid by such Parents, the Borrower and such Restricted Subsidiaries under this Agreement not to exceed $10,000,000
in any fiscal year;


 


(iii)               the
proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain its (or any
of its direct or indirect parents’) existence (including any costs or expenses associated with being a public company listed
on a national securities exchange);


 


(iv)             
to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted
Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following
the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be held by or contributed to a Parent,
the Borrower or a Restricted Subsidiary or (2) the merger (to the extent permitted in Section 7.04) of the Person formed
or acquired into a Parent, the Borrower or a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case,
in accordance with the requirements of Section 6.10; provided that in the case of a Restricted Payment made by a
Loan Party, such property shall not build the Available Amount;


 


(v)               the
proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful
equity or debt offering permitted by this Agreement or related to a Qualifying IPO; and


 


(vi)             
the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees
of any direct or indirect parent company or partner of any Parent to the extent such salaries, bonuses and other benefits are attributable
to the ownership or operation of the Parents, the Borrower and the Restricted Subsidiaries;


 


(h)               any
Parent, the Borrower or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of
declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it
being understood that a distribution pursuant to this Section
7.06(h) shall be deemed to have utilized capacity under such other provision of this Agreement);


 






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(i)                 any
Parent, the Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity Interests in connection with any
dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible
Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments
on convertible Indebtedness in accordance with its terms;


 


(j)                
any Parent, the Borrower or any Restricted Subsidiary may make additional Restricted Payments in an amount not to exceed
the greater of (x) $25,000,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries
for the most recently ended Test Period calculated on a Pro Forma Basis;


 


(k)               
any Parent, the Borrower or any Restricted Subsidiary may make additional Restricted Payments in an amount not to exceed
(i) the Available Amount (provided that at the time of any such Restricted Payment (x) in reliance on clause (b) of the
definition of “Available Amount”, no Event of Default shall have occurred and be continuing or would result therefrom
and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently
ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00) and/or (ii) the Excluded Contribution Amount;


 


(l)                 after
a Qualifying IPO, (i) any Restricted Payment the proceeds of which will be used to pay listing fees and other costs and expenses
attributable to being a publicly traded company which are reasonable and customary, including Public Company Costs and (ii) Restricted
Payments not to exceed up to 6.00% per annum of the Net Cash Proceeds received by (or contributed to) the Parents, the Borrower
and the Restricted Subsidiaries from such Qualifying IPO;


 


(m)              
[reserved];


 


(n)               
[reserved];


 


(o)               
the Permitted Distribution Business Disposition;


 


(p)               
Restricted Payments in an amount not to exceed $12,000,000 annually;


 


(q)               any
Parent, the Borrower or any Restricted Subsidiary may make additional Restricted Payments; provided that, at the time of
such Restricted Payment, (i) no Default or Event of Default has occurred and is continuing and (ii) the Total Leverage Ratio of
the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma
Basis, would be no greater than 3.50:1.00; and


 


(r)                
the Closing Date Restricted Payment.


 


Section 7.07                    
Transactions with Affiliates. Enter into any transaction
of any kind with any Affiliate of any Parent with a fair market value in excess of $10,000,000, whether or not in the ordinary
course of business, other than:


 


(a)               
transactions between or among any Parent, the Borrower or any Restricted Subsidiary or any entity that becomes a Restricted
Subsidiary as a result of such transaction;


 






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(b)               transactions on terms not less favorable to such Parent, the Borrower or such Restricted Subsidiary as would be obtainable
by such Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person
other than an Affiliate;


 


(c)               
the Transaction and the payment of fees and expenses related to the Transaction;


 


(d)               
the issuance of Equity Interests to any officer, director, manager, employee or consultant of any Parent or any of its Subsidiaries
or any direct or indirect parent of such Parent in connection with the Transaction;


 


(e)               
equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by any
Parent, the Borrower or any Restricted Subsidiary permitted under Section 7.06;


 


(f)                
loans and other transactions by and among the Parents and/or one or more Subsidiaries to the extent permitted under this
Article VII;


 


(g)               
employment and severance arrangements between the Parents or any of their respective Subsidiaries and their respective officers
and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and
arrangements;


 


(h)               to
the extent permitted by Sections 7.06(g)(i) and (iii), payments by any Parent (and any direct or indirect parent
thereof), the Borrower and the Restricted Subsidiaries pursuant to any tax sharing agreements among such Parent (and any such
direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable
to the ownership or operation of the Parents, the Borrower and the Restricted Subsidiaries;


 


(i)                
the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers,
officers, employees and consultants of the Parents, the Borrower and the Restricted Subsidiaries or any direct or indirect parent
of any Parent in the ordinary course of business to the extent attributable to the ownership or operation of the Parents, the Borrower
and the Restricted Subsidiaries;


 


(j)                
transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.07 or any amendment
thereto to the extent such an amendment is not adverse to the Lenders in any material respect;


 


(k)               
dividends and other distributions permitted under Section 7.06;


 


(l)                
the payment of board, management, advisory, consulting, refinancing, subsequent transaction and exit fees (including termination
fees) and related indemnities and reasonable expenses to any Permitted Holder (or, in the case of board fees, to any director)
in an aggregate amount in any fiscal year not to exceed $5,000,000; provided that, upon the occurrence and during the continuance
of an Event of Default such amounts may accrue, but not be payable in cash during such period, but all such accrued amounts (plus
accrued interest, if any, with respect thereto) may be payable in cash upon the cure or waiver of such Event of Default;


 


(m)             
transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted
Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that
such transactions were not entered into in contemplation of such redesignation;


 






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(n)               Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used
to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing;


 


(o)                transactions
in connection with Permitted Tax Restructurings; and


 


(p)               
the Permitted Distribution Business Disposition.


 


Section 7.08                    
Prepayments, Etc., of Indebtedness.


 


(a)                Prepay,
redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Debt (it being
understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Junior Debt
Documents shall not be prohibited by this clause) except for (i) the refinancing thereof with the Net Cash Proceeds of any such
Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity
Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents (or any Intermediate
Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled
maturity in an aggregate amount not to exceed (A) the greater of (x) $25,000,000 and (y) 20% of Consolidated EBITDA of the Parents,
the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus
(B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other
payment (x) in reliance on clause (b) of the definition of “Available Amount” no Event of Default shall have occurred
and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries
as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00), plus (C)
the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior
to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other
payments, (x) no Default or Event of Default has occurred and is continuing and (y) the Total Leverage Ratio of the Parents, the
Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be
no greater than 3.50:1.00).


 


(b)               Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior
Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed).


 


Section 7.09                    
[Reserved].


 


Section 7.10                    
Negative Pledge and Subsidiary Distributions. Enter into
any agreement, instrument, deed or lease which prohibits or limits (i) the ability of any Loan Party to create, incur, assume or
suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the
benefit of the Secured Parties with respect to the Obligations or under the Loan Documents (ii) the ability of any Restricted Subsidiary
to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not
apply to:


 


(a)               
restrictions and conditions imposed by (A) law, (B) any Loan Document, (C) the Second Lien Facility or (D) the ABL Facility;


 


(b)               
restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement
thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;


 






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(c)           
 customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;


 


(d)           
customary provisions in leases, licenses and other contracts restricting the assignment thereof;


 


(e)           
restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction
applies only to the property securing such Indebtedness;


 


(f)           
any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary
(but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement
was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth
in such agreement does not apply to any Parent, the Borrower or any Restricted Subsidiary;


 


(g)          
any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definition of “Refinancing
Term Loans” to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in
the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness
of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions
or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10;


 


(h)          
any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;


 


(i)            customary
provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating
to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly
Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned
Restricted Subsidiary and the Equity Interests issued thereby;


 


(j)            
customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted
hereby so long as such restrictions relate only to the assets subject thereto;


 


(k)           
customary provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(l)           
customary net worth provisions contained in real property leases entered into by Subsidiaries of any Parent (other than
the Borrower), so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected
to impair the ability of any Parent, the Borrower and the other Subsidiaries of any Parent to meet their ongoing obligation; and


 


(m)         
restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under
Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to
any Parent, the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the
Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation
or ability to make any payments required hereunder.


 






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Section
7.11              
Change of Fiscal Year. The fiscal year of the Parents for
financial reporting purposes to end on a day other than the closest Sunday following last day of December; provided, that
Borrower may, upon written notice to the Administrative Agent, change such fiscal year to any other fiscal year reasonably acceptable
to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders
to, make any adjustments to this Agreement and to the covenants contained herein that are reasonably necessary in order to reflect
such change.


 


Section 7.12               
Material Real Property. Create, incur, assume or suffer
to exist any Lien upon any Material Real Property, whether now owned or hereafter acquired, other than (i) easements, rights-of-way,
restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting
real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of any
Parent, the Borrower or any Restricted Subsidiary; (ii) any zoning or similar law or right reserved to or vested in any Governmental
Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the
business of any Parent, the Borrower or any Restricted Subsidiary; (iii) ground leases in respect of real property on which facilities
owned or leased by any Parent, the Borrower or any Restricted Subsidiary are located and (iv) Liens pursuant to any Loan Document
and any Liens incurred pursuant to Section 7.01(ff).


 


Section 7.13               
Inventure Account. Withdraw, transfer or direct the withdrawal
or transfer of cash or Cash Equivalents on deposit in the Inventure Account, other than to (i) fund, together with cash on hand
of the Parent, the Borrower and the Restricted Subsidiaries, the Inventure Acquisition and finance fees and expenses incurred in
connection with the Inventure Acquisition, or (ii) prepay the loans under the Second Lien Credit Agreement pursuant to Section
2.05(b)(vi) of the Second Lien Credit Agreement.


 


ARTICLE VIII


 


Events
of Default and Remedies


 


Section 8.01              
Events of Default. Any of the following events referred
to in any of clauses (a) through (j) inclusive of this Section 8.01 shall constitute an “Event of
Default”:


 


(a)          
Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any
Loan or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder
or with respect to any other Loan Document; or


 


(b)          
Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of
Section 6.03(a) or Section 6.04 (solely with respect to any Parent and the Borrower), Section 6.11, Section
6.13 or Article VII; or


 


(c)           
Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section
8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues
for thirty (30) days after receipt by the Borrower of written notice thereof by the Administrative Agent or the Required Lenders;
or


 


(d)           Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of
any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made and such incorrect or misleading
representation, warranty, certification or statement of fact, if capable of being cured, remains so incorrect or misleading
for thirty (30) days after receipt by the Borrower of written notice thereof by the Administrative Agent or the Required
Lenders; or


 






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(e)          
Cross-Default. Any Parent, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable
grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount exceeding the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event
occurs (other than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant
to the terms of such Swap Contracts and (ii) any event requiring prepayment pursuant to customary asset sale events, insurance
and condemnation proceeds events, change of control offers events and excess cash flow and indebtedness sweeps), the effect of
which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness
to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that (x) this clause (e)(B)
shall not apply to secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents
providing for such Indebtedness and (y) an “Event of Default” under the ABL Credit Agreement shall not constitute an
Event of Default hereunder unless the ABL Lenders have actually declared all ABL Obligations to be immediately due and payable
in accordance with the terms of the ABL Credit Agreement and such declaration has not been rescinded by the ABL Lenders on or before
such date; provided, further, that such failure or breach is unremedied and is not waived by the required holders
of such Indebtedness; or


 


(f)           
Insolvency Proceedings, Etc. Except with respect to any dissolution or liquidation of a Restricted Subsidiary expressly
permitted by Section 7.04 in connection with the consummation of a Permitted Tax Restructuring, any Parent, the Borrower
or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law,
or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, interim receiver,
receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar
officer for it or for all or any material part of its property; or any receiver, interim receiver, receiver and manager, trustee,
custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days;
or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days; or an order for relief is
entered in any such proceeding; or


 


(g)          
Inability to Pay Debts; Attachment. (i) Any Parent, the Borrower or any Restricted Subsidiary becomes unable or admits
in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the property of any Parent, the Borrower or any Restricted
Subsidiary, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or


 


(h)           Judgments.
There is entered against any Parent, the Borrower or any Restricted Subsidiary a final judgment or order for the payment of
money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance)
and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a
period of sixty (60) consecutive days; or


 






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(i)           
Invalidity of Collateral Documents. Any material provision of any Collateral Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction
permitted under Section 7.04 or Section 7.05) or solely as a result of acts or omissions by the Administrative Agent
or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect or ceases to create a valid
and perfected lien, with the priority set forth in the Applicable Intercreditor Agreement on a material portion of the Collateral
covered thereby; or any Loan Party contests in writing the validity or enforceability of any material provision of any Collateral
Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Collateral Document
(other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing
to revoke or rescind any Collateral Document; or


 


(j)           
Invalidity of Guarantees. Any Guarantee, after its execution and delivery, provided by any Parent, any Intermediate
Holding Company or any other Guarantor that is a Material Subsidiary, or any material provision thereof, ceases to be in full force
and effect (other than pursuant to the terms hereof or thereof) or any Loan Party denies or disaffirms in writing any such Guarantor’s
material obligations under its Guarantee (other than as a result of repayment in full of the Obligations and terminations of the
Term Commitments); or


 


(k)           
Change of Control. There occurs any Change of Control; or


 


(l)           
ERISA. (i) An ERISA Event occurs which, individually or together with other ERISA events which have occurred, has
resulted or could reasonably be expected to result in liability of a Loan Party in an aggregate amount which could reasonably be
expected to result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan the remaining balance of which could reasonably be expected to result in a Material Adverse Effect.


 


Section 8.02               
Remedies Upon Event of Default. If any Event of Default
occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the
following actions:


 


(a)           
declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments shall be terminated;


 


(b)          
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)           
[reserved]; and


 


(d)          
exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents
or applicable Law;


 


provided that upon the
occurrence of an Event of Default under Section 8.01(f) or (g) with respect to any Parent or the Borrower, the
obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act
of the Administrative Agent or any Lender.


 






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Section 8.03               
Exclusion of Immaterial Subsidiaries. Solely for the purpose
of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any
such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary
or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances
referred to in any such clause unless the Consolidated EBITDA of such Subsidiary together with the Consolidated EBITDA of all other
Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated EBITDA of the
Parents, the Borrower and the Restricted Subsidiaries.


 


Section 8.04              
Application of Funds. If the circumstances described in
Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans
have automatically become immediately due and payable), including in any bankruptcy or insolvency proceeding, any amounts received
on account of the Obligations shall be applied by the Administrative Agent, subject to the Applicable Intercreditor Agreement then
in effect, in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable
to each Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition
interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Secured Parties in
proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other
Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative
Agent and the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.


 






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ARTICLE
IX


 


Administrative Agent
and Other Agents


 


Section 9.01               
Appointment and Authorization of Agents.


 


(a)          
Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative
Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent”
herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


(b)          
[Reserved].


 


(c)          
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the
Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest,
charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral
agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section
9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral
Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled
to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents
and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect
thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute
any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto,
as contemplated by and in accordance with the provisions of the Loan Documents and the Collateral Documents and acknowledge and
agree that any such action by any Agent shall bind the Lenders.


 


Section 9.02               
Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder)
by or through Affiliates, agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative
Agent, and shall be entitled to advice of counsel, both internal and external, and other consultants or experts concerning all
matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent
or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.


 






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Section
9.03               
Liability of Agents. No Agent-Related Person shall
(a) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby, including their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative Agent (except for its own gross
negligence or willful misconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction,
in connection with its duties expressly set forth herein), (b) be responsible in any manner to any Lender or participant for any
recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other
Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or the validity, perfection or priority of any Lien or security interest
created or purported to be created under the Collateral Documents, the value or sufficiency of any Collateral or the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent, or for any failure of any Loan Party or any other party to any Loan Document to perform
its obligations hereunder or thereunder or (c) 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 Lenders; further, without limiting the
generality of the foregoing clause (c), no Agent-Related Person shall (x) be obligated to ascertain, monitor or inquire as to
whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with
respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified
Lender. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document,
or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. No Agent 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 Law. No Agent shall be liable for any action taken
or not taken by it with the consent or at the request of 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), or in the absence of its own gross negligence
or willful misconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection
with its duties expressly set forth herein.


 


Section 9.04               
Reliance by Agents.


 


(a)            Each
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex
or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent and shall not
incur any liability for relying thereon. Each Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate
and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in
any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.


 






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(b)          
For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Section 9.05              
Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent
shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating
that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such
notice. Subject to the other provisions of this Article IX, the Administrative Agent shall take such action with respect
to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that
unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in
the best interest of the Lenders.


 


Section 9.06              
Credit Decision; Disclosure of Information by Agents. Each
Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter
taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof,
shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that
it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of an investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory
Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit
to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession
of any Agent-Related Person.


 






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Section 9.07               Indemnification
of Agents. Whether or not the transactions contemplated hereby
are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities incurred by it in its capacity as an Agent-Related
Person; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct,
as determined by the final and non-appealable judgment of a court of competent jurisdiction; provided that no action
taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall
be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section
9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section
9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.
Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share
of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall
not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section
9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of
the Administrative Agent.


 


Section 9.08               
Agents in their Individual Capacities. Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in
and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties
and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation
to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms
“Lender” and “Lenders” include Bank of America in its individual capacity.


 


Section 9.09               Successor
Agents. The Administrative Agent may resign as the
Administrative Agent and Collateral Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other
than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower
shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the
Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent
and Collateral Agent and the term “Administrative Agent” shall mean such successor administrative agent and/or
supplemental administrative agent, as the case may be (and the term “Collateral Agent” shall mean such successor
collateral agent, as described in this Section 9.09 and/or supplemental agent, as described in Section 9.02),
and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and Collateral Agent
shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and
Collateral Agent, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and Collateral Agent
under this Agreement. If no successor agent has accepted appointment as the Administrative Agent and Collateral Agent by the
date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of
the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral
Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such
collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as
the Administrative Agent and Collateral Agent hereunder by a successor and upon the execution and filing or recording of such
financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as
the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be
granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and
duties of the retiring Administrative Agent and Collateral Agent, and the retiring Administrative Agent and Collateral Agent
shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents.


 






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Section 9.10              
Administrative Agent May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any
Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(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 Section 2.09 and Section 10.04) allowed in such judicial proceeding; and


 


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


 


(c)          
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, in the event that 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 Agents and their respective agents and counsel, and any
other amounts due to the Administrative Agent under Section 2.09 and Section 10.04.


 


The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any
portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the
Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through
one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions
of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws in any other
jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of
debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to
contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest
upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used
in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments
of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the
Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents
providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative
Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests
thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of
this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g)
of Section 10.01), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such
acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro
rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the
assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any
further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire
Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to
the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations
shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any
acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be
canceled, without the need for any Secured Party or any acquisition vehicle to take any further action.


 






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Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section 9.11               
Collateral and Guaranty Matters. The Lenders irrevocably
agree:


 


(a)          
that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other
than contingent indemnification obligations and other contingent obligations not yet accrued and payable), (ii) at the time the
property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder
or under any other Loan Document to any Person other than any other Loan Party, (iii) subject to Section 10.01, if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien
is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below
or (v) if the property subject to such Lien becomes Excluded Property;


 


(b)          
to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent
under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(i) and (o);


 


(c)            if
any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of
a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a
Responsible Officer of the Borrower), (x) such Subsidiary shall be automatically released from its obligations under the
Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such
Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be
automatically released.


 






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Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant
to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and
each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral
from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor
from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.
Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent and/or the Collateral Agent shall
be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this
Agreement. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release undertaken in reliance
upon any such certificate of a Responsible Officer of the Borrower.


 


The Collateral Agent
shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any
Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have
been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority,
or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents,
it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral
Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in
the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except
for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision).


 


Section 9.12              
Other Agents; Arrangers and Managers. None of the Lenders,
the Agents, the Lead Arrangers or other Persons identified on the facing page or signature pages of this Agreement as a “joint
lead arranger and bookrunner” or “co-arranger” shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders
or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges
that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.


 


Section 9.13               
Appointment of Supplemental Administrative Agents.


 


(a)            It
is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction
denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such
jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in
particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason
of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or
in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the
Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative
Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative
sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as
a “Supplemental Administrative Agent” and, collectively, as “Supplemental Administrative
Agents”).


 






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(b)          
In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral,
(i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to
be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative
Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to
such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental
Administrative Agent, and (ii) the provisions of this Article IX and of Section 10.04 and Section 10.05 that
refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein
to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative
Agent, as the context may require.


 


(c)          
Should any instrument in writing from any Loan Party be required by any Supplemental Administrative Agent so appointed by
the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and
duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent,
to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental
Administrative Agent.


 


Section 9.14              
Withholding Tax. To the extent required by any applicable
Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent
to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority 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
because the appropriate form was not delivered or was 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 fully for all amounts paid, directly or indirectly, by the Administrative
Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any
penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and
out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent
under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of
the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the
repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, this Section 9.14 shall not limit
or expand the obligations of the Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.


 






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ARTICLE
X


 


Miscellaneous


 


Section 10.01            
Amendments, Etc. Except as otherwise set forth in this Agreement,
no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower
or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the
applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver
or consent shall:


 


(a)          
extend or increase the Term Commitment of any Lender without the written consent of each Lender directly and adversely affected
thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default,
mandatory prepayment or mandatory reduction of the Term Commitments shall not constitute an extension or increase of any Term Commitment
of any Lender);


 


(b)          
postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07
or Section 2.08, fees or other amounts without the written consent of each Lender directly and adversely affected thereby,
it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute
a postponement of any date scheduled for the payment of principal or interest;


 


(c)          
reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the
second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition
of Senior Secured Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio or in the component definitions thereof
shall not constitute a reduction in the rate of interest or fees; provided that only the consent of the Required Lenders
shall be necessary to (i) amend the definition of “Default Rate”, (ii) to waive any obligation of the Borrowers to
pay interest at the Default Rate or (iii) effectuate or implement any changes in accordance with Section 1.10;


 


(d)          
change any provision of this Section 10.01 or Section 8.04 that would alter the pro rata sharing of payments
or the definition of “Required Lenders” without the written consent of each Lender directly and adversely affected
thereby;


 


(e)           
release all or substantially all of the Collateral in any transaction or series of related transactions, without the written
consent of each Lender; provided that any transaction permitted under Section 7.04 or Section 7.05 shall not
be subject to this clause (e) to the extent such transaction does not result in the release of all or substantially all
of the Collateral;


 


(f)           
release all or substantially all of the value of the Guarantees in any transaction or series of related transactions, without
the written consent of each Lender; provided that any transaction permitted under Section 7.04 or Section 7.05
shall not be subject to this clause (f) to the extent such transaction does not result in the release of all or substantially
all of the Guarantees; or


 


(g)           
change the definition of “Required Lenders” without the written consent of each Lender.


 






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and provided, further, that (i)
no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or
any other Loan Document; (ii) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification;
(iii) (A) any amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Term Commitments of
a particular Class (but not the Lenders holding Loans or Term Commitments of any other Class) will require only the requisite percentage
in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class
of Lenders and (B) in determining whether the requisite percentage of Lenders have consented to any amendment, modification, waiver
or other action, any Defaulting Lenders shall be deemed to have voted in the same proportion as those Lenders who are not Defaulting
Lenders, except with respect to (x) any amendment, waiver or other action which by its terms requires the consent of all Lenders
or each affected Lender and (y) any amendment, waiver or other action that by its terms adversely affects any Defaulting Lender
in its capacity as a Lender in a manner that differs in any material respect from other affected Lenders, in which case the consent
of such Defaulting Lender shall be required. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated)
with the written consent of the Required Lenders, and the Borrower and the Administrative Agent (a) to add one or more additional
credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term
Loans, the Incremental Term Loans, if any, and the accrued interest and fees in respect thereof and (b) to include appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders.


 


Notwithstanding anything
to the contrary contained in this Section 10.01, any guarantees, collateral security documents and related documents executed
by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be,
together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the
Borrower without the need to obtain the consent of any Lender if such amendment, supplement or waiver is delivered in order (i)
to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause
such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
Furthermore, with the consent of the Administrative Agent at the request of the Borrower (without the need to obtain any consent
of any Lender), any Loan Document may be amended to cure ambiguities, omissions, mistakes or defects.


 


Neither the Administrative
Agent nor the Collateral Agent shall amend or waive any provision of an Applicable Intercreditor Agreement (other than to cure
ambiguities, omissions, mistakes or defects or to add other parties thereto (to the extent contemplated by Section 7.01)) without
the written consent of the Required Lenders.


 


Notwithstanding
anything in this Section 10.01 to the contrary, (a) technical and conforming modifications to the Loan Documents may
be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to integrate any
Incremental Facilities, Refinancing Term Loans or Extended Term Loans, (ii) to integrate terms or conditions from any
Incremental Facility Amendment that are more restrictive than this Agreement in accordance with Section 2.14(d) and
(iii) to make any amendments permitted by Section 1.03 and to give effect to any election to adopt IFRS and (b)
without the consent of any Lender, the Loan Parties and the Administrative Agent or any collateral agent may (in their
respective sole discretion, or shall, to the extent required by any Loan Document) enter into (x) any amendment, modification
or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral
for the benefit of the Secured Parties or as required by local law to give effect to, or protect any security interest for
benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this
Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document or (y) any
Applicable Intercreditor Agreement, in each case, with the holders of Indebtedness permitted by this Agreement to be secured
by the Collateral. Without limitation of the foregoing, the Borrower may, without the consent of any Lenders, upon delivery
to the Administrative Agent (i) increase the interest rates (including any interest rate margins or interest rate floors),
fees and other amounts payable to any Class or Classes of Lenders hereunder, (ii) increase, expand and/or extend the call
protection provisions and any “most favored nation” provisions benefiting any Class or Classes of Lenders
hereunder (including, for the avoidance of doubt, the provisions of Sections 2.05(a)(iv) and 2.14(b)(ii)
hereof) and/or (iii) with the consent of the Administrative Agent, modify any other provision hereunder or under any other
Loan Document in a manner, as determined by the Administrative Agent in its sole discretion, more favorable to the
then-existing Lenders or Class or Classes of Lenders, in each case in connection with the issuance or incurrence of any
Incremental Facilities or other Indebtedness permitted hereunder, where the terms of any such Incremental Facilities or other
Indebtedness are more favorable to the lenders thereof than the corresponding terms applicable to other Loans or Term
Commitments then existing hereunder, and it is intended that one or more then-existing Classes of Loans or Term Commitments
under this Agreement share in the benefit of such more favorable terms in order to comply with the provisions hereof relating
to the incurrence of such Incremental Facilities or other Indebtedness; provided that the Administrative Agent will
have at least five Business Days (or such shorter period to which the Administrative Agent may consent in its reasonable
discretion) after written notice from the Borrower to provide such consent and may, in its sole discretion, provide written
notice to the Lenders regarding any such proposed amendment.


 






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Section 10.02             
Notices and Other Communications; Facsimile Copies.


 


(a)          
General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder
or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)           
if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties; and


 


(ii)           
if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a written notice to the Borrower and the Administrative Agent.


 


All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if
delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4)
Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed
by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(b)),
when delivered; provided that notices and other communications to the Administrative Agent pursuant to Article II
shall not be effective until actually received by such Person during the person’s normal business hours. In no event shall
a voice mail message be effective as a notice, communication or confirmation hereunder.


 






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(b)         
 Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender,
as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in their 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, (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 deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 


(c)          
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent, Lead Arrangers or any of their respective Agent-Related Persons (collectively, the “Agent
Parties”) have any liability to the Loan Parties, any Lender, or any other Person for losses, claims, damages, liabilities
or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to any Loan Party, any Lender, or any other Person for indirect, special, incidental, consequential or punitive damages
(as opposed to direct or actual damages).


 


(d)           Change
of Address, Etc. Each of the Parents, the Borrower and the Administrative Agent may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may
change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower
and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agents from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content declaration screen
of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to
Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and
that may contain material non-public information with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws.


 






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(e)          
Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified
herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct.
All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent and each of the parties hereto hereby
consents to such recording.


 


(f)           
Notice to other Loan Parties. The Borrower agree that notices to be given to any other Loan Party under this Agreement
or any other Loan Document may be given to the Borrower in accordance with the provisions of this Section 10.02 with the
same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.


 


(g)          
Communications. Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents
and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document,
including all notices, requests, financial statements, financial and other reports, certificates and other information materials,
but excluding any such communication (unless otherwise approved in writing by the Administrative Agent) that (i) relates to a request
for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or
interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) [reserved], (iv) provides notice of any Default under this Agreement or (v) is required to
be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension
of credit hereunder (all such non-excluded communications, collectively, the “Specified Communications”; and
all such excluded and non-excluded communications, the “Communications”), by transmitting the Specified Communications
in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at such e-mail address(es) provided
to the Borrowers from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall
require. In addition, each Loan Party agrees to continue to provide the Specified Communications to the Administrative Agent in
the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof,
as the Administrative Agent shall reasonably request. Nothing in this Section 10.03 shall prejudice the right of the Agents,
any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in
any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.


 


Section 10.03             
No Waiver; Cumulative Remedies. No failure by any Lender
or the Administrative Agent or Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 






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Section 10.04              Attorney
Costs and Expenses. The Borrower agree (a) if the Closing Date
occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or
invoiced out-of-pocket costs and expenses associated with the syndication of the Loans and Term Commitments and the
preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and
the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of a single firm of
counsel (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or
delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative
Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in
connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all
costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and
expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all
Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search,
filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket
expenses incurred by any Agent. The agreements in this Section
10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due
under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating
thereto setting forth such expenses in reasonable detail. 


 


Section 10.05              Indemnification
by the Borrower. Whether or not the transactions contemplated
hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender, each Lead
Arranger and their respective Affiliates and their and their Affiliates’ respective partners, directors, officers,
employees, counsel, agents, advisors, and other representatives (collectively, the “Indemnitees”) from and
against any and all losses, liabilities, damages, claims, and reasonable and documented or invoiced out-of-pocket fees and
expenses (including reasonable Attorney Costs of one counsel for all Indemnitees and, if necessary, one firm of local counsel
in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) 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 retains its own counsel, of another firm of counsel for such affected
Indemnitee)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless
of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the Borrower, its equity
holders, its Affiliates, creditors or any other third person) that relates to the Transaction, including the financing
contemplated hereby, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against
any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with
the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Term Commitment,
Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or Release or threat of
Release of Hazardous Materials on, at, under or from any property currently or formerly owned, leased or operated by the
Borrower, any other Loan Party or any of their respective Subsidiaries, or any Environmental Liability related in any way to
the Borrower, any other Loan Party or any of their respective Subsidiaries, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or
willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling Persons or any of the partners,
officers, directors, employees, agents, advisors or members of any of the foregoing, in each case who are involved in
or aware of the Transaction (as determined by a court of competent jurisdiction in a final and non-appealable decision), (y)
a material breach of the Loan Documents by such Indemnitee or one of its Affiliates (as determined by a court of competent
jurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to the extent
such disputes do not arise from any act or omission of the Borrower or any of their Affiliates (other than with respect to a
claim against an Indemnitee acting in its capacity as an Agent or Lead Arranger or similar role under the Loan Documents
unless such claim arose from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a
court of competent jurisdiction in a final and non-appealable decision)). No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any
special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of
its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing
shall not limit any Loan Party’s indemnification obligations hereunder. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan
Party, its directors, managers, partners, stockholders or creditors or an Indemnitee or any other Person, whether or not any
Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the
other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business
Days after demand therefor; provided, however, if the Borrower has reimbursed any Indemnitee for any legal or
other expenses in connection with any Indemnified Liabilities and there is a final non-appealable judgment of a court of
competent jurisdiction that the Indemnitee was not entitled to indemnification or contribution with respect to such
Indemnified Liabilities pursuant to the express terms of this Section 10.05, then the Indemnitee shall promptly refund
such expenses paid by the Borrower to the Indemnitee. The agreements in this Section 10.05 shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05
shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a
non-Tax claim.


 






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Section 10.06                
Payments Set Aside. To the extent that any payment by or
on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees
to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate
(or if the Federal Funds Rate is not available, a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation).


 


Section 10.07                
Successors and Assigns.


 


(a)                The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except as otherwise provided herein (including without limitation as permitted under Section
7.04), neither the Parents nor any of their respective Subsidiaries may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of
its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the
provisions of Section 10.07(e), (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with
the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto (other than to
any Disqualified Lender) shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)               
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees
(“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Term Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:


 


(A)              
the Borrower; provided that, (I) no consent of the Borrower shall be required for an assignment (1) of any Term Loan
to any other Lender, any Affiliate of a Lender or any Approved Fund or (2) if a Specified Event of Default has occurred and is
continuing, to any Assignee and (II) the Borrower shall be deemed to have consented to any such assignment of any Term Loan unless
it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice
thereof; and


 


(B)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to another Lender, an Affiliate of a Lender or an Approved Fund.


 


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


 


(A)              
except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Term Commitment or Loans of any Class, the amount of the Term Commitment
or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and
the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if a Specified
Event of Default has occurred and is continuing and (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 Assumption;


 


(C)             
(1) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire
and any documentation required by Section 3.01(f) and (2) the Assignee shall have delivered to the Administrative Agent
all documentation and other information that the Administrative Agent reasonably requests in order to comply with its ongoing obligations
under applicable “know your customer”, and anti-money laundering rules and regulations, including the USA PATRIOT Act;


 


(D)              
the Assignee shall not be a natural person, or a Disqualified Lender (and such Assignee shall be required to represent
that it is not a Disqualified Lender or an Affiliate of a Disqualified Lender that would constitute a Disqualified Lender but
for the fact that it is not readily identifiable as such on the basis of its name); provided that the list of Disqualified
Lenders shall not be posted or otherwise distributed to the Lenders, prospective Lenders and prospective assignees;


 






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(E)             
the Assignee shall not be a Defaulting Lender; and


 


(F)              
in case of an assignment to an Affiliated Lender, (1) after giving effect to such assignment and to all other assignments
with all Affiliated Lenders, the aggregate principal amount (without duplication) of all Term Loans and Term Commitments then held
by all Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the aggregate unpaid principal amount of the
Term Loans then outstanding (determined at the time of such purchase), (2) any Loans and Term Commitments assigned to, or purchased
by, any Parent or any of their Subsidiaries shall be canceled promptly upon such assignment, (3) in the event that any proceeding
under the Bankruptcy Code shall be instituted by or against the Borrower or any other Guarantor, each Affiliated Lender shall acknowledge
and agree that they are each “insiders” under Section 101(31) of the Bankruptcy Code and, as such, the claims
associated with the Loans and Term Commitments owned by it shall not be included in determining whether the applicable class of
creditors holding such claims has voted to accept a proposed plan for purposes of Section 1129(a)(10) of the Bankruptcy Code,
or, alternatively, to the extent that the foregoing designation is deemed unenforceable for any reason, each Affiliated Lender
shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by those Lenders
who are not Affiliated Lenders, except to the extent that any plan of reorganization proposes to treat the Obligations held by
such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment
of similar Obligations held by Lenders that are not Affiliated Lenders; provided that this clause (3) shall not apply
to Affiliated Debt Funds, (4) such Affiliated Lender (other than Affiliated Debt Fund) will not receive information provided solely
to Lenders and will not be permitted to attend or participate in (or receive any notice of) Lender meetings or conference calls
and will not be entitled to challenge the Administrative Agent’s and the Lenders’ attorney-client privilege as a result
of their status as Affiliated Lenders and (5) notwithstanding anything to the contrary contained herein, any such Loans acquired
by an Affiliated Lender (other than the Borrower) may, with the consent of the Borrower, be contributed to the Borrower (whether
through any of its direct or indirect parent entities or otherwise) and exchanged for debt or equity securities of any Parent or
such other direct or indirect parent that are otherwise permitted to be issued at such time, provided that such Loans shall be
canceled promptly upon such contribution;


 


(G)              
notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for
purposes of determining whether the Required Lenders have (x) consented (or not consented) to any amendment, modification, waiver,
consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (y)
otherwise acted on any matter related to any Loan Document or (z) directed or required the Administrative Agent or any Lender to
undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans and Term Commitments
held by Affiliated Debt Funds may not account for more than 49.9% (pro rata among such Affiliated Debt Funds) of the Loans and
Term Commitments (without duplication) of consenting Lenders included in determining whether the Required Lenders have consented
to any action pursuant to Section 10.01;


 


(H)              
a Parent and its Subsidiaries may not purchase any Loans or Term Commitments so long as any Event of Default has occurred
and is continuing;


 


(I)              any
purchases by Affiliated Lenders shall require that such Affiliated Lender clearly identify itself as an Affiliated Lender in
any Assignment and Assumption executed in connection with such purchases or sales and each such Assignment and Assumption
shall contain customary “big boy” representations but no requirement to make representations as to the absence of
any material non-public information; and


 






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(J)              
notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for
purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver,
consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom (unless
the action in question affects any Affiliated Lenders (other than Affiliated Debt Funds) in a disproportionately adverse manner
than its effect on the other Lenders), or any plan of reorganization pursuant to the Bankruptcy Code, (ii) otherwise acted on any
matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action
(or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender (other than Affiliated Debt
Fund) shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender
to take (or refrain from taking) any such action and:


 


(1)             
all Loans and Term Commitments held by any Affiliated Lenders (other than Affiliated Debt Funds) shall be deemed to be not
outstanding for all purposes of calculating whether the Required Lenders have taken any actions; and


 


(2)             
all Loans and Term Commitments held by Affiliated Lenders (other than Affiliated Debt Funds) shall be deemed to be not outstanding
for all purposes of calculating whether all Lenders have taken any action unless the action in question affects such Affiliated
Lender in a disproportionately adverse manner than its effect on other Lenders.


 


This paragraph (b)
shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro
rata basis.


 


(c)               
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d) and receipt
by the Administrative Agent from the parties to each assignment of a processing and recordation fee of $3,500 (provided
that (x) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of
any assignment and (y) such processing and recordation fee shall not be payable in the case of assignments by any Affiliate of
the Lead Arrangers), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04
and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request,
and the surrender by the assigning Lender of its Term Note (if any), the Borrower (at its expense) shall execute and deliver a
Term Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with Section 10.07(e). For greater certainty, any assignment by a Lender pursuant
to this Section 10.07 shall not in any way constitute or be deemed to constitute a novation, discharge, recession, extinguishment
or substitution of the existing Indebtedness and any Indebtedness so assigned shall continue to be the same obligation and not
a new obligations.


 






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(d)                The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Term Commitments of, and principal amounts (and related interest amounts) 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 demonstrable error, and the Borrower, the Agents and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register is intended to ensure that all Loans are at all times maintained in
“registered form” within the meaning of Section 5f.103(c) of the United States Treasury Regulations and, if
different, under Section 871(h) or 881(c) of the Code. The Register shall be available for inspection by the Borrower, any
Agent and any Lender (with respect to its own interests only), at any reasonable time and from time to time upon reasonable
prior notice.


 


(e)               
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, an Affiliated Lender (but excluding any Affiliated Debt Funds) or, so long as whether
a prospective participant is a Disqualified Lender may be communicated to a Lender upon request, a Disqualified Lender) (each,
a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Term Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement
or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a), (b),
(c), (d), (e) or (f) that directly affects such Participant. Subject to Section 10.07(f), the
Borrower agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.03 and 3.04 (through
the applicable Lender), subject to the requirements and limitations of such Sections (including Section 3.01(f)) and Sections
3.05 and 3.06, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section
10.07(b) (provided that any documentation required to be provided under Section 3.01(f) shall be provided solely to
the participating Lender. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of
Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13
as though it were a Lender. Any Lender that sells participations and any Granting Lender shall maintain a register on which it
enters the name and the address of each Participant or SPC and the principal amounts and related interest amounts of each Participant’s
or SPC’s interest in the Term Commitments and/or Loans (or other rights or obligations) held by it (the “Participant
Register”). The entries in the Participant Register shall be conclusive, absent demonstrable error, and such Lender shall
treat each person whose name is recorded in the Participant Register as the owner of such participation interest or granted Loan
as the owner thereof for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such
Lender shall be acting as the non-fiduciary agent of the Borrower solely for this purpose (without limitation, in no event shall
such Lender be a fiduciary of the Borrower for any purpose). No Lender shall have any obligation to disclose all or any portion
of a Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, or its other obligations under this Agreement) except to the extent that such disclosure is
necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103(c) of the United
States Treasury Regulations and, if different, under Section 871(h) or 881(c) of the Code.


 






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(f)                
 A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.03 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.


 


(g)               
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Term Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(h)               
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant
to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender
would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of
such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees
that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.03 and 3.04, subject to the requirements
and limitations of such Sections (including Section 3.01(e) and (f) and Sections 3.05 and 3.06), to
the same extent as if such SPC were a Lender, but neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including
its obligations under Section 3.01, 3.03 or 3.04) except to the extent any entitlement to greater amounts
results from a Change in Law after the grant to the SPC occurred, (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and
(iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any
provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the
Term Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative
Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer
or provider of any surety or Guarantee Obligation or credit or liquidity enhancement to such SPC.


 


(i)                
Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a
security interest in all or any portion of the Loans owing to it and the Term Note, if any, held by it and (2) any Lender that
is a Fund may create a security interest in all or any portion of the Loans owing to it and the Term Note, if any, held by it to
the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities;
provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section
10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have
acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.


 


(j)                 No
Agent-Related Person shall 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 Lenders; further, without limiting the generality of
the foregoing clause, no Agent-Related Person shall (x) be obligated to ascertain, monitor or inquire as to whether any
Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to
or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified
Lender.


 






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Section 10.08                
Confidentiality. Each of the Agents and the Lenders agrees
to maintain the confidentiality of the Information and to not use or disclose such information, except that Information may be
disclosed (a) to its Affiliates and its and its Affiliates’ partners, directors, officers, employees, trustees, investment
advisors, professionals and other experts or agents, including accountants, legal counsel, independent auditors and other advisors
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority, to any pledgee
referred to in Section 10.07(g); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar
legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same
as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to
in Section 10.07(i), counterparty to a Swap Contract or Permitted Receivables Financing, Eligible Assignee of or Participant
in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with
the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a
breach of this Section 10.08; (h) to any Governmental Authority or examiner regulating any Lender; (i) to any rating agency
when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the
confidentiality of any Information relating to the Loan Parties received by it from such Lender); (j) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder; (k) to the extent that such Information is received by such
Lender or any of its Affiliates from a third party that is not, to such Lender’s knowledge, subject to any contractual or
fiduciary confidentiality obligations owing to the Borrower or any of its Affiliates; (l) to the extent that such Information is
independently developed by such Lender or any of its Affiliates; (m) to the extent consisting of customary disclosure regarding
portfolio holdings in any public filing by such Lender or (n) upon the request or demand of any Governmental Authority or other
regulatory authority having jurisdiction over the Agent or Lenders, as applicable, (in which case the Agent or Lenders, as applicable,
agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination
or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower
promptly thereof prior to disclosure). In addition, the Agents and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers
to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents,
the Term Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information”
means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, managers, officers, employees,
trustees, investment advisors or agents, relating to any Parent, the Borrower or any of their Subsidiaries or their business, other
than any such information that is available to any Agent or any Lender on a nonconfidential basis and other than information pertaining
to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending
industry prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08, including, without
limitation, information delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.


 


Section 10.09                 Setoff.
In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any
Event of Default, each Agent and its Affiliates and each Lender and its Affiliates is authorized at any time and from time to
time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own
behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and
other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates and such Lender and its Affiliates,
as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and
all Obligations owing to such Agent and its Affiliates or such Lender and its Affiliates hereunder or under any other Loan
Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender or such Affiliate shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the
contrary contained herein, none of each Agent and its Affiliates and each Lender and its Affiliates shall have a right to set
off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates and such Lender or its
Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign
Subsidiary or a Foreign Holding Company. Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such set off and application made by such Lender, as the case may be; provided that the failure to give such
notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section
10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may
have.


 






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Section 10.10                
Counterparts. This Agreement and each other Loan Document
may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this
Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier
or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request
or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic
transmission.


 


Section 10.11                
Integration. This Agreement, together with the other Loan
Documents and the Agent Fee Letter and Engagement Letter, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of
any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other
Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of
the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with
the fair meaning thereof.


 


Section 10.12                
Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their
behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid.
The provisions of Sections 10.14 and 10.15 shall continue in full force and effect as long as any Loan or any
other Obligation hereunder shall remain unpaid or unsatisfied.


 


Section 10.13                 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 






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Section 10.14                
GOVERNING LAW, JURISDICTION, SERVICE OF PROCESS.


 


(a)               
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).


 


(b)               
EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (PROVIDED
THAT IF NONE OF SUCH COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, EACH PARENT, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, EACH PARENT, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 


NOTHING IN THIS AGREEMENT
OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING
REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY,
INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION OR (IV) TO THE EXTENT THE COURTS REFERRED TO IN THE PREVIOUS PARAGRAPH DO
NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION OR PROCEEDING OR THE PARTIES OR PROPERTY SUBJECT THERETO.


 


Section 10.15                 WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.15 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 






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Section 10.16                
Binding Effect. This Agreement shall become effective when
it shall have been executed by each of the Borrower and each Parent and the Administrative Agent shall have been notified by each
Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each
Parent, each Agent and each Lender and their respective successors and assigns, except that the Borrower and the Parents shall
not have the right to assign their rights hereunder or any interest herein without the prior written consent of the Lenders except
as permitted by Section 7.04.


 


Section 10.17                
Judgment Currency. If, for the purposes of obtaining judgment
in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency,
the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase
the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation
of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other
Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in
which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to
be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to
the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If
the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency,
the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled
thereto under applicable Law). 


 


Section 10.18                
Lender Action. Each Lender agrees that it shall not take
or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor
under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or
similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures,
with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative
Agent. The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or
constitute a defense available to, any Loan Party.


 


Section 10.19                
Know-Your-Customer, Etc. Each Lender shall, promptly following
a request by the Administrative Agent, provide all documentation and other information that the Administrative Agent reasonably
requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. 


 


Section 10.20                
USA PATRIOT Act. Each Lender hereby notifies the Borrower
that, pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
the Borrower and the Guarantors, which information includes the name and address of the Borrower and the Guarantors and other information
that will allow such Lender to identify the Borrower and the Guarantors in accordance with the USA PATRIOT Act. 


 






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Section
10.21                
Applicable Intercreditor Agreements.



 


(a)               
Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Collateral
Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall
be subject, in each case, to the terms the ABL Intercreditor Agreement, Term Intercreditor Agreement or any other Applicable Intercreditor
Agreement, (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document,
on the one hand, and the ABL Intercreditor Agreement, Term Intercreditor Agreement or any other Applicable Intercreditor Agreement,
on the other hand, the terms and provisions of the ABL Intercreditor Agreement, Term Intercreditor Agreement or any other Applicable
Intercreditor Agreement, as the case may be, shall control, and (iii) each Lender (and, by its acceptance of the benefits of any
Collateral Document, each other Secured Party) hereunder authorizes and instructs the Administrative Agent and Collateral Agent
to execute the ABL Intercreditor Agreement, Term Intercreditor Agreement or any other Applicable Intercreditor Agreement on behalf
of such Lender, and such Lender agrees to be bound by the terms thereof.


 


(b)               
Each Lender (and, by its acceptance of the benefits of any Collateral Document, each other Secured Party) hereunder authorizes
and instructs the Collateral Agent, as Collateral Agent and on behalf of such Lender or other Secured Party, to enter into one
or more intercreditor agreements from time to time and agrees that it will be bound by and will take no actions contrary to the
provisions thereof.


 


Section 10.22                
Obligations Absolute. To the fullest extent permitted by
applicable Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:


 


(a)               
any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan
Party;


 


(b)               
any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against
any Loan Party;


 


(c)               
any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;


 


(d)               
any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to
any departure from any guarantee, for all or any of the Obligations;


 


(e)               
any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan
Document; or


 


(f)                
any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.


 






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Section 10.23                 No
Advisory or Fiduciary Responsibility. In connection with all
aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), each of the Borrower and each Parent acknowledges and agrees, and acknowledges their
Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the
Administrative Agent and the Lead Arrangers are arm’s-length commercial transactions between the Borrower, each Parent
and their respective Affiliates, on the one hand, and the Administrative Agent and the Lead Arrangers, on the other hand, (B)
each of the Borrower and each Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent it
has deemed appropriate, and (C) each of the Borrower and each Parent is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent, each Lender and each Lead Arranger each is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Borrower, any Parent or any of their respective Affiliates, or any other Person and (B) neither the
Administrative Agent, nor any Lender or Lead Arranger has any obligation to the Borrower, any Parent or any of their
respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent, each Lender and each Lead Arranger and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the
Borrower, each Parent and their respective Affiliates, and neither the Administrative Agent nor any Lead Arranger has any
obligation to disclose any of such interests to the Borrower, any Parent or any of their respective Affiliates. To the
fullest extent permitted by law, each of the Borrower and each Parent hereby waives and releases any claims that it may have
against the Administrative Agent, each Lender and each Lead Arranger with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section 10.24                
Electronic Execution of Assignments and Certain Other Documents.
The words “execution,” “execute”, “signed,” “signature,” and words of like import
in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Assumptions, amendments or other Committed Loan Notices, waivers and consents) shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved
by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to
agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it.


 


Section 10.25                
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any
such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising
under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)               
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


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


 


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


 


(ii)               a
conversion of all or a portion of such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent 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 liability
under this Agreement or any other Loan Document; or


 






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(iii)            
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any the applicable Resolution Authority.


 


Section 10.26                
Lender Representation. (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 each
Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that at least one of the following is and will be true: 


 


(i) such Lender is not using “plan
assets” (within the meaning of 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 Loan, the Term 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 Term 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 Term Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance
of the Loans, the Term 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 Term Commitments
and this Agreement, or


 


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


 


(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 each Lead Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that 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 Term 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 to hereto or thereto).


 






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Section 10.27                
Acknowledgement Regarding Any Supported QFCs. To the extent
that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract 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.


 


(b)               
As used in this Section 10.27, the following terms have the following meanings:


 


“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.


 


“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).


 


“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.


 


“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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[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK.]


 


 






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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	UTZ
    QUALITY FOODS, LLC
	 	as the Borrower
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:
	 	 
	 	UM-U
    INTERMEDIATE, LLC
	 	as
    a parent
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:
	 	 
	 	UM-r
    INTERMEDIATE, LLC
	 	as
    a parent
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:
	 	 
	 	srs
    lEASING, LLC
	 	as
    a parent
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	BANK OF AMERICA,
    N.A.,
	 	as Administrative
    Agent and Collateral Agent
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:       
	 	 




 


[Signature Page to Credit Agreement]


 






    


     


    

 


	 	BANK OF AMERICA,
    N.A.,
	 	as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Credit Agreement]