Exhibit 10.1


 


Execution Version


 


 


CREDIT AGREEMENT


 


dated as of


 


July 27, 2020


 


among


 


JUNO PARENT LLC,


as Holdings,


 


JUNO INTERMEDIATE, INC.,


 


as Intermediate Holdings


 


JAMF HOLDINGS, INC.,


as Borrower,


 


The other Loan Parties Party Hereto,


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,


 


as Administrative Agent


 






    


     


    

 


TABLE OF CONTENTS


 


Page


 




	ARTICLE I DEFINITIONS	1
	 	 
	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Classification of Loans and Borrowings	34
	SECTION 1.03	Terms Generally	34
	SECTION 1.04	Accounting Terms; GAAP; Tax Laws	35
	SECTION 1.05	Financial Ratios	35
	SECTION 1.06	Pro Forma and Other Calculations	35
	SECTION 1.07	Divisions and Serial Investments	36
	SECTION 1.08	Limited Condition Acquisitions	36
	SECTION 1.09	Deliveries	37
	SECTION 1.10	Exchange Rates; Currency Equivalents	37
	SECTION 1.11	Change in Currency	38
	 	 	 
	ARTICLE II THE CREDITS	38
	 	 
	SECTION 2.01	Commitments	38
	SECTION 2.02	Loans and Borrowings	38
	SECTION 2.03	Requests for Borrowings	39
	SECTION 2.04	[Section intentionally omitted]	40
	SECTION 2.05	[Section intentionally omitted]	40
	SECTION 2.06	Letters of Credit	40
	SECTION 2.07	Funding of Borrowings	44
	SECTION 2.08	Interest Elections	45
	SECTION 2.09	Termination and Reduction of Commitments	46
	SECTION 2.10	Repayment of Loans; Evidence of Debt	47
	SECTION 2.11	Prepayment of Loans	48
	SECTION 2.12	Fees	49
	SECTION 2.13	Interest	49
	SECTION 2.14	Alternate Rate of Interest; Illegality	50
	SECTION 2.15	Increased Costs	52
	SECTION 2.16	Break Funding Payments	54
	SECTION 2.17	Withholding of Taxes; Gross-Up	54
	SECTION 2.18	Payments Generally; Allocation of Proceeds; Sharing of Setoffs	58
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	60
	SECTION 2.20	Defaulting Lenders	61
	SECTION 2.21	Returned Payments	62
	SECTION 2.22	Incremental Term Loans	62
	SECTION 2.23	Increase of Commitments	64
	SECTION 2.24	Banking Services and Swap Agreements	66
	SECTION 2.25	Amend and Extend Transactions	67
	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	68
	 	 
	SECTION 3.01	Organization; Powers	68
	SECTION 3.02	Authorization; Enforceability	68
	SECTION 3.03	Governmental Approvals; No Conflicts	68
	SECTION 3.04	Financial Condition; No Material Adverse Change	68



 






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	SECTION 3.05	Properties	69
	SECTION 3.06	Litigation and Environmental Matters	69
	SECTION 3.07	Compliance with Laws and Agreements; No Default	69
	SECTION 3.08	Investment Company Status	69
	SECTION 3.09	Taxes	69
	SECTION 3.10	ERISA	69
	SECTION 3.11	Disclosure	70
	SECTION 3.12	Capitalization and Subsidiaries	70
	SECTION 3.13	Security Interest in Collateral	70
	SECTION 3.14	Federal Reserve Regulations	71
	SECTION 3.15	Anti-Corruption Laws and Sanctions; USA Patriot Act	71
	SECTION 3.16	Covered Entity	71
	SECTION 3.17	Not an EEA Financial Institution	71
	SECTION 3.18	Solvency	71
	SECTION 3.19	Beneficial Ownership Certificate	71
	 	 	 
	ARTICLE IV CONDITIONS	71
	 	 
	SECTION 4.01	Conditions to Initial Loans	71
	SECTION 4.02	Each Credit Event	73
	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	74
	 	 
	SECTION 5.01	Financial Statements and Other Information	74
	SECTION 5.02	Notices of Material Events	75
	SECTION 5.03	Existence; Conduct of Business	76
	SECTION 5.04	Payment of Taxes	76
	SECTION 5.05	Maintenance of Properties; Insurance; Casualty and Condemnation	77
	SECTION 5.06	Books and Records; Inspection Rights	77
	SECTION 5.07	Compliance with Laws	77
	SECTION 5.08	Use of Proceeds	77
	SECTION 5.09	Additional Collateral; Further Assurances	78
	SECTION 5.10	[Reserved]	79
	SECTION 5.11	Compliance with Environmental Laws	79
	SECTION 5.12	Intellectual Property	79
	SECTION 5.13	Designation of Subsidiaries	80
	SECTION 5.14	Anti-Corruption Law; Anti-Money Laundering; Foreign Corrupt Practices Act	80
	 	 	 
	ARTICLE VI NEGATIVE COVENANTS	80
	 	 
	SECTION 6.01	Indebtedness	80
	SECTION 6.02	Liens	83
	SECTION 6.03	Fundamental Changes	85
	SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	87
	SECTION 6.05	Asset Dispositions; Sale and Leaseback Transactions	89
	SECTION 6.06	Swap Agreements	90
	SECTION 6.07	Restricted Payments	90
	SECTION 6.08	Restricted Debt Payments	92
	SECTION 6.09	Transactions with Affiliates	93
	SECTION 6.10	Restrictive Agreements	94
	SECTION 6.11	Amendment of Material Documents	94



 






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	SECTION 6.12	Financial Covenant	94
	 	 	 
	ARTICLE VII EVENTS OF DEFAULT	94
	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT	97
	 	 
	SECTION 8.01	Appointment	97
	SECTION 8.02	Rights as a Lender	98
	SECTION 8.03	Duties and Obligations	98
	SECTION 8.04	Reliance	99
	SECTION 8.05	Actions through Sub-Agents	99
	SECTION 8.06	Resignation	100
	SECTION 8.07	Non-Reliance	101
	SECTION 8.08	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	101
	SECTION 8.09	Lenders Not Subject to ERISA	102
	SECTION 8.10	Exculpatory Provisions	102
	 	 	 
	ARTICLE IX MISCELLANEOUS	103
	 	 
	SECTION 9.01	Notices	103
	SECTION 9.02	Waivers; Amendments	105
	SECTION 9.03	Expenses; Indemnity; Damage Waiver	108
	SECTION 9.04	Successors and Assigns	109
	SECTION 9.05	Survival	113
	SECTION 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	113
	SECTION 9.07	Severability	114
	SECTION 9.08	Right of Setoff	114
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	114
	SECTION 9.10	WAIVER OF JURY TRIAL	115
	SECTION 9.11	Headings	115
	SECTION 9.12	Confidentiality	115
	SECTION 9.13	Several Obligations; Nonreliance; Violation of Law	117
	SECTION 9.14	USA PATRIOT Act	117
	SECTION 9.15	Disclosure	117
	SECTION 9.16	Appointment for Perfection	117
	SECTION 9.17	Interest Rate Limitation	117
	SECTION 9.18	No Advisory or Fiduciary Responsibility	117
	SECTION 9.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	118
	SECTION 9.20	Acknowledgment Regarding any Supported QFCs	119
	SECTION 9.21	Judgment Currency	120
	 	 	 
	ARTICLE X LOAN GUARANTY	120
	 	 
	SECTION 10.01	Guaranty	120
	SECTION 10.02	Guaranty of Payment	120
	SECTION 10.03	No Discharge or Diminishment of Loan Guaranty	121
	SECTION 10.04	Defenses Waived	121
	SECTION 10.05	Rights of Subrogation	121
	SECTION 10.06	Reinstatement; Stay of Acceleration	121
	SECTION 10.07	Information	122



 






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	SECTION 10.08	Termination	122
	SECTION 10.09	[Reserved]	122
	SECTION 10.10	Maximum Liability	122
	SECTION 10.11	Contribution	122
	SECTION 10.12	Liability Cumulative	123
	SECTION 10.13	Keepwell	123



 






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	SCHEDULES:
	 
	Commitment Schedule
	 	 	 
	Schedule 3.12	—	Capitalization and Subsidiaries
	 	 	 
	Schedule 5.09	—	Post-Closing Deliverables
	 	 	 
	Schedule 6.01	—	Existing Indebtedness
	 	 	 
	Schedule 6.02	—	Existing Liens
	 	 	 
	Schedule 6.04	—	Existing Investments
	 	 	 
	Schedule 6.09	—	Transactions with Affiliates
	 	 	 
	Schedule 6.10	—	Restrictive Agreements
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit A	—	Form of Assignment and Assumption
	 	 	 
	Exhibit B	—	Form of Compliance Certificate
	 	 	 
	Exhibit C	—	Joinder Agreement
	 	 	 
	Exhibit D	—	Form of Solvency Certificate
	 	 	 
	Exhibit E - 1	—	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	 	 	 
	Exhibit E - 2	—	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	 	 	 
	Exhibit E - 3	—	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	 	 	 
	Exhibit E - 4	—	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
	 	 	 
	Exhibit F	—	Form of Borrowing Request
	 	 	 
	Exhibit G	—	Form of Interest Election Request
	 	 	 
	Exhibit H	—	Form of Notice of Loan Prepayment




 


Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.


 






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THIS CREDIT
AGREEMENT, dated as of July 27, 2020 (as it may be amended, restated, amended and restated, supplemented and/or otherwise
modified from time to time, this “Agreement”), among JUNO PARENT, LLC, a Delaware limited liability company
(“Holdings”), JUNO INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdings”),
JAMF HOLDINGS, INC., a Minnesota corporation (the “Borrower”), the other Loan Parties party hereto from
time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and JPMORGAN CHASE
BANK, N.A., as the Administrative Agent.


 


The parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


“Accounting
Firm” means Ernst & Young, LLP, or any other independent registered public accounting firm of nationally recognized
standing.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any line of business, business unit, division or product
line (including research and development and related assets in respect of any product) of a Person, (b) the acquisition of
in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger,
amalgamation or consolidation or any other combination with another Person (other than a Person that is a Subsidiary).


 


“Additional
Incremental Term Loan Lender” has the meaning assigned to such term in Section 2.22(a)(ii).


 


“Additional Lender” has the meaning
assigned to such term in Section 2.23(a)(ii).


 


“Adjusted
LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period or for any ABR Borrowing, an interest
rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate; provided, that if the Adjusted LIBO Rate is less than zero, it shall
be deemed to be zero for purposes of this Agreement.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and any of
its successors in such capacity.


 


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


 


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


 


“Agreement” has the meaning assigned
to such term in the introductory paragraph.


 


“Allocable Amount” has the meaning
assigned to such term in Section 10.11(b).


 


“Alternate
Base Rate” means, for any day, a fluctuating rate per annum equal to the greatest of (a)            the
Prime Rate, (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO
Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day)
plus 1%. The “prime rate” is a rate set by JPM based upon various factors including JPM’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. Any change in such prime rate announced by JPM shall take effect at the opening of business
on the day specified in the public announcement of such change. If the Alternate Base Rate is being used as an alternate rate
of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and
(b) above and shall be determined without reference to clause (c) above.


 


“Alternative
Currency” means each of the following currencies: Euro, Sterling, Yen, Australian Dollars and Canadian Dollars.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may
be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate
for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two Business Days prior
to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available,
the “Alternative Currency Equivalent” shall be determined by the Administrative Agent or the applicable Issuing Bank,
as the case may be, using any reasonable method of determination they deem appropriate in their sole discretion (and such determination
shall be conclusive absent manifest error).


 


“Alternative
Currency Sublimit” means an amount equal to $50 million. The Alternative Currency Sublimit is part of, and not in addition
to, the Commitments.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Holdings or its Subsidiaries from time
to time concerning or relating to (a) bribery and/or corruption and (b) terrorism financing and/or money laundering.




 


“Applicable
Percentage” means, with respect to any Lender, (a) with respect to Loans and LC Exposure, a percentage equal to
a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate Commitment of
all Lenders (if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s
share of the Aggregate Credit Exposure at that time); provided, that in the case of Section 2.20 when a Defaulting
Lender shall exist, any such Defaulting Lender’s Commitment shall be disregarded in the calculation, and (b) with respect
to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused Commitments;
provided, that in the case of Section 2.20 when a Defaulting Lender shall exist, any such Defaulting Lender’s
Commitment shall be disregarded in the calculation.


 






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“Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurocurrency Loan, or with respect to the commitment fees or
letter of credit fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Applicable
Rate for Eurocurrency Loans”, “Applicable Rate for ABR Loans” or “Commitment Fee Rate”, as the case
may be, based upon Holdings’ Senior Secured Net Leverage Ratio as of the most recent determination date; provided,
that until the delivery to the Administrative Agent, pursuant to Section 5.01, of Holdings’ consolidated financial
information for Holdings’ first fiscal quarter ending after the Effective Date, the “Applicable Rate” shall be
the applicable rate per annum set forth below in Level I:


 


	 
 
 
Level
	 	 
 
Senior Secured Net Leverage Ratio
	 	Applicable Rate
 for
 Eurocurrency
 Loans	 	 	 
Applicable Rate
 for
 ABR Loans
	 	 	 
 
Commitment 
 Fee Rate
	 
	Level I	 	≤ 1.00 to 1.00	 	 	1.25	%	 	 	0.25	%	 	 	0.20	%
	Level II	 	>1.00 to 1.00 but
  
 < 2.00 to 1.00
	 	 	1.50	%	 	 	0.50	%	 	 	0.25	%
	Level III	 	>2.00 to 1.00 but
  
 < 3.00 to 1.00
	 	 	1.75	%	 	 	0.75	%	 	 	0.30	%
	Level IV	 	> 3.00 to 1.00	 	 	2.00	%	 	 	1.00	%	 	 	0.35	%



 


For purposes
of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of Holdings based upon
Holdings’ annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each
change in the Applicable Rate resulting from a change in the Senior Secured Net Leverage Ratio shall be effective three Business
Days after the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such change; provided, that the Senior Secured Net
Leverage Ratio shall be deemed to be in Level IV for the period commencing three Business Days after Holdings fails to deliver
the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01,
and ending on the date which is three Business Days after such statements are actually delivered.


 


“Applicable
Tax Laws” means the Code and any other applicable Requirements of Law relating to Taxes, as in effect from time to time.


 


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


 


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


 






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


 


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


 


“Available Commitment”
means, at any time, the aggregate Commitments of all Lenders then in effect minus the Aggregate Credit Exposure at
such 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, regulation rule or requirement
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect
to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation
or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Banking
Services” means each and any of the following bank services provided to any Loan Party or any Subsidiary by any Lender
or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit
cards” and purchasing cards) or for corporate purposes, (b) stored
value cards, (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts and interstate depository network services), (d) documentary services and foreign
currency exchange services and (e) any arrangement or services similar to, or for the purpose of effectuating, any of the
foregoing.


 


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


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes 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.


 


“Beneficial
Owner” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes,
to whom such Tax relates.


 






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


 


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


 


“Billing Statement” has the meaning
assigned to such term in Section 2.18(g).


 


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


 


“Borrower” has the meaning assigned
to such term in the preamble.


 


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


 


“Borrowing Request” means a request
by the Borrower for a Borrowing in accordance with Section 2.03.


 


“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 and:


 


(a)           if
such day relates to interest at a rate based on the LIBO Rate with respect to a LIBOR Quoted Currency, means any such day that
is also a London Banking Day;


 


(b)           if
such day relates to any interest rate based on the LIBO Rate with respect to a Non-LIBOR Quoted Currency, means any such day that
is also open for banks for foreign exchange business in the principal financial center of the country of such currency; and


 


(c)           if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of
a Eurocurrency Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars
or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan (other than any interest rate settings),
means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such
currency.


 


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


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP, it being understood that solely with respect to any
change in GAAP after the Effective Date with respect to the accounting for leases as either operating leases or capital leases,
any lease that at the time it is entered into is not (or would not be) a capital lease under GAAP as then in effect shall not be
treated as a capital lease notwithstanding any such later change in GAAP.


 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or
more of the Issuing Banks or the Lenders, as Collateral for LC Exposure, the Obligations in respect of the Lenders to fund
participations in respect of LC Exposure, (a) cash or deposit account balances, (b) backstop letters of credit
entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the applicable Issuing Banks,
and/or (c) if the Administrative Agent and the applicable Issuing Banks shall agree, in their sole discretion, other
credit support as requested by Borrower, in each case, in Dollars and pursuant to documentation in form and substance
satisfactory to the Administrative Agent and Issuing Banks. “Cash Collateral” shall have a meaning
correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.


 






    	 	 5	 



     


    

 


“Cash Equivalents” means:


 


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


 


(b)           investments
in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody’s;


 


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


 


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


 


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


 


(f)           marketable
direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality
thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest
ratings obtainable from either S&P or Moody’s; and


 


(g)           short
term investments similar to the foregoing made by Foreign Subsidiaries of the Borrower consistent with the Borrower’s investment
guidelines as approved from time to time by the Borrower’s board of directors.


 


“CDOR” has the meaning assigned
to such term in the definition of “LIBO Rate”.


 


“CDOR Rate” has the meaning assigned
to such term in the definition of “LIBO Rate”.


 


“CFC” means a “controlled
foreign corporation” as defined in Section 957 of the Code.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 35% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of Holdings, (b) the Borrower ceases to
be a direct or indirect wholly-owned subsidiary of Holdings, (c) the occupation of a majority of the seats (other than
vacant seats) on the board of directors of Holdings by Persons who were not (i) directors of Holdings on the Effective
Date, (ii) nominated or approved by the board of directors of Holdings or (iii) appointed by directors who were
directors of Holdings on the Effective Date or were so nominated or approved as provided in subclause (ii) of this
clause (c), or (d) the occurrence of any “change of control” or similar event with respect to Holdings under
any agreement evidencing any Material Indebtedness of the Borrower.


 






    	 	 6	 



     


    

 


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


 


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


 


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


 


“Collateral” has the meaning given
to “Collateral” in the Security Agreement.


 


“Collateral
Documents” means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as
security for payment of the Secured Obligations.


 


“Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Loans and to acquire participations in
Letters of Credit hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s
Credit Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to
(a) Section 2.09, 2.22 or 2.23 and
(b) assignments by or to such Lender pursuant to Section 9.04.
The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of
the Lenders’ Commitments as of the Effective Date is $150 million.


 


“Commitment Increase” has the
meaning assigned to such term in Section 2.23(a).


 


“Commitment Schedule” means the
Schedule attached hereto identified as such.


 


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


 


“Communications” has the meaning
assigned to such term in Section 9.01(d).


 






    	 	 7	 



     


    

 


“Consolidated Total Assets” means, on any
date, the consolidated total assets of Holdings and its Subsidiaries as set forth on the consolidated balance sheet of Holdings
at such date, determined in accordance with GAAP.


 


“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.


 


“Convertible
Debt” means debt securities or other Indebtedness, the terms of which provide for conversion into, or exchange for, Equity
Interests (other than Disqualified Equity Interests) of Holdings or any other Loan Party, cash in lieu thereof or a combination
of Equity Interests and cash in lieu thereof.


 


“Covered Entity” has the meaning
assigned to such term in Section 9.20(b).


 


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


 


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


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay
over to any Credit Party 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 any Credit Party in writing, or has made a public statement to the effect, that it does not
intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates
that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified
and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party,
acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with
its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding
Letters of Credit under this Agreement; provided, that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Credit Party’s 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 (or whose direct or indirect
parent company has become) subject to a Bail-In Action.


 


“Designated
Non-Cash Consideration” means non-cash consideration received by Holdings or any of its Restricted Subsidiaries in connection
with a Disposition that is so designated as Designated Non-Cash Consideration by the Borrower pursuant to an officer’s certificate
delivered to the Administrative Agent, which officer’s certificate shall set forth the fair market value of such Designated
Non-Cash Consideration.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a
series of transactions) of any property by any Person (including any sale and leaseback transaction and any issuance of
Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that
“Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its
Equity Interests to another Person.


 






    	 	 8	 



     


    

 


“Disqualified
Equity Interest” means any Equity Interest that (a) requires the payment of any dividends (other than dividends
payable solely in shares of Qualified Equity Interests), (b) matures or is mandatorily redeemable or subject to mandatory
repurchase or redemption or repurchase at the option of the holders thereof, in each case in whole or in part and whether upon
the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise, prior to the date that is 91 days
after the Stated Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding
on the date hereof, as of the date hereof), other than (i) upon Payment in Full or (ii) upon a “change in control”;
provided, that any payment required pursuant to this clause (ii) is contractually subordinated in right of payment
to the Obligations on terms reasonably satisfactory to the Administrative Agent and such requirement is applicable only in circumstances
that are market on the date of issuance of such Equity Interests; (c) requires the maintenance or achievement of any financial
performance standards other than as a condition to the taking of specific actions or provide remedies to holders thereof (other
than voting and management rights and increases in pay-in-kind dividends); or (d) is convertible or exchangeable, automatically
or at the option of any holder thereof, into (i) any Indebtedness or (ii) any Equity Interests or other assets other
than Qualified Equity Interests, in each case at any time prior to the date that is 91 days after the Stated Maturity Date (determined
as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the date hereof, as of the date
hereof); provided that an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of
employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required
to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations
or as a result of such employee’s termination, death or disability.


 


“Dollar
Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars,
such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined
by using the rate of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or
otherwise provided to the Administrative Agent or the applicable Issuing Bank, as applicable) by Reuters (or if such service ceases
to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided
by such other publicly available source for displaying exchange rates chosen by the Administrative Agent in its sole and reasonable
discretion) on the Business Day (New York City time) immediately preceding the date of determination (or if such service ceases
to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative
Agent or the applicable Issuing Bank, as applicable using any method of determination it deems appropriate in its sole discretion)
and (c) if such amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the
Administrative Agent or the applicable Issuing Bank, as applicable, using any method of determination it deems appropriate in its
sole discretion. Any determination by the Administrative Agent or the applicable Issuing Bank pursuant to clauses (b) or (c) above
shall be conclusive absent manifest error.


 


“dollars” or “$”
refers to lawful money of the United States of America.


 


“Domestic
Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United States or any state or
district thereof or any entity disregarded for U.S. tax purposes wholly- owned by any Borrower or a Domestic Subsidiary.


 


“EBITDA” means, for any period,
the sum of:


 


 (a)          Net Income for such period; plus




 






    	 	 9	 



     


    

 


(b)           without
duplication and (other than with respect to clauses (xii), (xiv) and (xviii)) to the extent deducted in determining Net Income
for such period, the sum of:


 


 (i)            Interest Expense for such period;




 


 (ii)           federal, state, local and foreign income tax expense for such period;




 


 (iii)          all amounts attributable to depreciation and amortization expense for such period;




 


 (iv)          amortization of intangibles (including, but not limited to, goodwill) for such period;




 





(v)           stock-based
compensation expenses with respect to employees, officers, directors or contractors;


 


(vi)          non-recurring
fees, costs and expenses directly incurred during such period in connection with any proposed or actual issuance of any Indebtedness
(or any amendment thereto) or Equity Interests, or any proposed or actual acquisitions (including Permitted Acquisitions), investments,
asset sales or divestitures permitted hereunder, whether or not consummated (in each case other than in connection with the Transactions);


 


 (vii)         non-cash purchase accounting adjustments made during such period;




 


(viii)        non-cash
exchange, translation or performance losses during such period relating to any foreign currency hedging transactions or currency
fluctuations;


 


(ix)           any
losses during such period attributable to early extinguishment of Indebtedness or obligations under any Swap Agreement;


 


(x)            any
losses during such period resulting from the sale or disposition of any asset of the Borrower or any Subsidiary outside the ordinary
course of business;


 


(xi)           any
extraordinary, unusual or non-recurring charges, expenses or losses and non- recurring restructuring related costs, charges, fees
and expenses and any litigation settlements or losses outside the ordinary course of business;


 


(xii)         the
amount of cost savings, operating expense reductions, workforce reductions, other operating improvements and other initiatives
and synergies or operational changes (net of the amount of actual amounts realized) that are (x) projected by the Borrower
in good faith to be reasonably anticipated to be realizable within twenty-four (24) months after the date a specified transaction
is initiated or a plan for realization thereof shall have been established and (y) related to such specified transaction,
in each case, which will be added to EBITDA as so projected or determined until fully realized and calculated on a pro forma basis
as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been
realized on the first day of such period; provided, that the aggregate amount pursuant to this subclause (xii) shall
not exceed 25% of EBITDA for such period (determined after giving effect to this subclause (xii));


 


(xiii)         non-recurring
losses, costs, fees and expenses incurred during such period in connection with the Transactions (including any amendments, waivers,
other modifications, repayments or any incurrence thereof);


 






    	 	 10	 



     


    

 


(xiv)        any
increases in deferred or unearned revenue or substantially equivalent items for such period;


 


(xv)         any
charge, expense, cost, accrual, reserve, payment, fee, expense or loss of any kind that are covered by indemnification, reimbursement,
guaranty, purchase price adjustment or other similar provisions in favor of Holdings or its Restricted Subsidiaries in any agreement
entered into by Holdings or any of its Restricted Subsidiaries to the extent such expenses and payments have been reimbursed pursuant
to the applicable indemnity, guaranty or acquisition agreement in such period (or are reasonably expected to be so paid or reimbursed
within one year after the end of such period to the extent not accrued) or an earlier period if not added back to EBITDA in such
earlier period; provided that if such amount is not so reimbursed within such one year period, such expenses or losses shall
be subtracted in the subsequent calculation period;


 


 (xvi)        letter of credit fees;




 


(xvii)       net
unrealized or realized exchange, translation or performance losses relating to foreign currency transactions and foreign exchange
adjustments including, without limitation, losses and expenses in connection with, and currency and exchange rate fluctuations
and losses or other obligations from, hedging activities or other derivative instruments;


 


(xviii)      other
adjustments that are (A) contained in a quality of earnings report made available to the Administrative Agent prepared
by financial advisors (which financial advisors are
(i) nationally recognized or (ii) reasonably
acceptable to the Administrative Agent (it being understood and agreed that any of the “Big Four” accounting
firms are acceptable)) and retained by a Loan Party and prepared in connection with a Permitted Acquisition or other
investment permitted hereunder or (B) determined on a basis consistent with Article 11 of Regulation S-X
promulgated under the Exchange Act and as interpreted by the staff of the SEC (or any successor agency); and


 


(xix)         any
expense during such period relating to a defined benefits pension or post- retirement benefit plan;


 


(xx)          any
charge, expense, cost, accrual, reserve, payment, fee, expense or loss of any kind attributable to, and payments of, legal settlements,
fines, judgments or orders; provided, that the aggregate amount pursuant to this subclause (xx) shall not exceed 5%
of EBITDA for such period (determined prior to giving effect to this subclause (xx)); and


 


(xxi)         any
non-cash charge, expense, cost, accrual, reserve, payment, fee, expense or loss; minus


 


 (c)           without duplication and to the extent included in Net Income, the sum of:




 


(i)            any
decreases in deferred revenue or unearned revenue or substantially equivalent items for such period;


 


(ii)           any
gains during such period attributable to early extinguishment of Indebtedness or obligations under any Swap Agreement; and


 






    	 	 11	 



     


    

 


(iii)          any
gains during such period resulting from the sale or disposition of any asset of the Borrower or any Subsidiary outside the
ordinary course of business; all calculated for Holdings and its Subsidiaries on a consolidated basis in accordance with
GAAP, to the extent applicable. For the purposes of calculating EBITDA for any period of four consecutive fiscal quarters
(each, a “Reference Period”), (i) if at any time during such Reference Period, Holdings or any
Subsidiary shall have made any sale, transfer, or disposition of property, EBITDA for such Reference Period shall be reduced
by an amount equal to the EBITDA (if positive) attributable to the property that is the subject of such sale, transfer, or
disposition, as applicable, for such Reference Period or increased by an amount equal to the EBITDA (if negative)
attributable thereto for such Reference Period, and (ii) if during such Reference Period, Holdings or any of its
Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving
effect thereto on a pro forma basis as if such Permitted Acquisition occurred on the first day of such Reference Period.


 


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


 


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


 


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


 


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


 


“Effective Date” means July 27,
2020.


 


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


 


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


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) subject
to any consents required by Section 9.04(b), any other person, other than Ineligible Institutions.


 


“Eligible
Currency” means any lawful currency other than Dollars that is readily available, freely transferable and
convertible into Dollars in the international interbank market available to the Lenders in such market and as to which a
Dollar Equivalent may be readily calculated. If, after the designation by the Lenders of any currency as an Alternative
Currency, any change in currency controls or exchange regulations or any change in the national or international financial,
political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable
opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative Currency) or the applicable
Issuing Bank(s) (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such
currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is
no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lenders
or (d) such currency no longer being a currency in which the Required Lenders are willing to make such Loans (each of clauses
(a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative
Agent shall promptly notify the Lenders and the Borrower, and such country’s currency shall no longer be an Alternative
Currency until such time as the Disqualifying Event(s) no longer exist. Within five Business Days after receipt of such
notice from the Administrative Agent, the Borrower shall repay all Loans in such currency to which the Disqualifying Event
applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein
(other than, with respect to any Disqualifying Event occurring under clause (d), Section 2.16).


 






    	 	 12	 



     


    

 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, or injunctions issued, promulgated
or entered into by any Governmental Authority, relating in any way to pollution or the protection of the environment, preservation
or reclamation of natural resources, the management or Release of any Hazardous Material or, to the extent relating to exposure
to Hazardous Materials, employee health and safety matters.


 


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


 


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


 


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


 


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


 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived);
(b) the failure to make any “minimum required contribution” (as defined in Section 430(a) of the
Code) with respect to any Plan, at the time and in the amount provided for in Section 430 of the Code; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any
Plan or Plans in a distress termination described in Section 4041(c) of ERISA or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent within the meaning of Title IV of ERISA.


 






    	 	 13	 



     


    

 


“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” and “€”
mean the single currency of the Participating Member States.


 


“Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate. Eurocurrency Loans may be denominated in Dollars or in an
Alternative Currency; provided that all Loans denominated in an Alternative Currency must be Eurocurrency Loans.


 


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


 


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


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being a resident of, being organized under the
laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Taxes (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of
a Lender, U.S. withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable
interest in a Loan, Note, Letter of Credit, Commitment or other Loan Document pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan, Note, Letter of Credit or Commitment (other than pursuant to an assignment
request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.17, an amount that was due and payable, but not yet paid to (A) such
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or (B) such
Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply
with Section 2.17(f) or Section 2.17(g); and (d) any withholding Taxes imposed under FATCA.


 


“Executive Order” means Executive
Order No. 13224, effective September 24, 2001.


 


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of November 13, 2017, by and among Juno Merger Sub, Inc.,
JAMF Holdings, Inc., Juno Intermediate, Inc., Juno Parent, LLC, the other guarantors from time to time party thereto,
the lenders from time to time party thereto and Golub Capital Markets LLC, as administrative agent and collateral agent for the
lenders thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the Effective Date.


 






    	 	 14	 



     


    

 


“Existing
Letters of Credit” means (i) the CIBC Bank USA, Irrevocable Standby Letter of Credit (104234-178908), as
amended October 17, 2019, for the benefit of JAMF Software, LLC, in favor of SRI Ten Washington Square, LLC, in the
amount of approximately $1,051,120 and (ii) the CIBC Bank USA, Irrevocable Standby Letter of Credit
(104234-178893), dated December 1, 2017, for the benefit of JAMF Software, LLC, in favor of SRI Eleven 1407 Broadway
Operator LLC, in the amount of approximately $189,904.


 


“Extended
Commitment” means the Commitments, the maturity of which shall have been extended pursuant to Section 2.25.


 


“Extended Loans” means any Loans
made pursuant to the Extended Commitments.


 


“Extension” has the meaning assigned
to such term in Section 2.25(a).


 


“Extension
Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent and Borrower, be
in the form of an amendment and restatement of this Agreement) among the Loan Parties, the applicable extending Lenders, the Administrative
Agent and, to the extent required by Section 2.25, the Issuing Bank implementing an Extension in accordance with Section 2.25.


 


“Extension Offer” has the meaning
assigned to such term in Section 2.25(a).


 


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


 


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


 


“Fee
Letter” means that certain Fee Letter, dated as of the Effective Date, by and among the Borrower and JPMorgan Chase Bank,
N.A., as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Financial Covenant” means the
covenant set forth in Section 6.12.


 


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


 


“First
Lien Net Leverage Ratio” means as of any date, the ratio of (a) Total Funded Indebtedness which is secured by a
first priority Lien on any assets of Holdings or its Restricted Subsidiaries on such date, less Unrestricted Cash and Cash
Equivalents to (b) EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the
last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).


 






    	 	 15	 



     


    

 


“Fixed Incremental Amount” has the meaning
assigned to such term in the definition of “Maximum Incremental Facilities Amount.”


 


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


 


“Foreign
Pension Plan” means any plan, fund (including any superannuation fund) or other similar program established or maintained
outside the United States by Holdings or any one or more of its Subsidiaries primarily for the benefit of employees of Holdings
or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement
income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan
is not subject to ERISA or the Code and is not sponsored or administered by a Governmental Authority.


 


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


 


“FSHCO”
means any Subsidiary of the Borrower (i) all or substantially all of the assets of which consist of Equity Interests of, or,
if applicable, Equity Interests and Indebtedness owing from one or more Foreign Subsidiaries that are CFCs and (ii) whose
material activities are limited to those relating to such ownership.


 


“Funded
Indebtedness” means, with respect to any Person and without duplication, (i) all Indebtedness of such Person
of the types referred to in clauses (a), (b), and (g) (provided, in the case of clause (g), such
amount shall be limited to the principal portion) of the definition of “Indebtedness” in this Section 1.01
and (ii) all Guarantees of such Person with respect to Indebtedness of others of the type referred to in clause
(i) of this definition. Notwithstanding the forgoing, in no event shall the following constitute “Funded
Indebtedness”: (w) obligations under any derivative transaction or other Swap Agreement, (x) undrawn Letters
of Credit, (y) earnouts to the extent not then due and payable and if not recognized as debt on the balance sheet in
accordance with GAAP and (z) leases that would be characterized as operating leases in accordance with GAAP on the date
hereof.


 


“GAAP” means generally accepted
accounting principles in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision of any
of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including, without limitation, the Financial Conduct Authority, the Prudential Regulatory Authority and supra- national
bodies such as the European Union or European Central Bank).


 


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


 






    	 	 16	 



     


    

 


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


 


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


 


“Holdings” has the meaning assigned
to such term in the preamble.


 


“Immaterial
Subsidiary” means any Subsidiary of the Borrower’s that, as of the date of determination, does not have (a) assets
(when combined with the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 10.00%
of the Borrower’s total assets or (b) EBITDA for the applicable Reference Period (when combined with the EBITDA of all
Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 10.00% of the EBITDA of the Borrower for the
applicable Reference Period; provided, that, as of the date of determination, no Immaterial Subsidiary shall have (x) assets
in excess of 5.00% of the Borrower’s total assets or (y) EBITDA for the applicable Reference Period in excess of 5.00%
of the EBITDA of the Borrower for the applicable Reference Period.


 


“Increasing Lender” has the meaning
assigned to such term in Section 2.23(a)(i).


 


“Incremental Term Loan
Amendment” has the meaning assigned to such term in Section 2.22(a)(iii).


 


“Incremental Term Loan
Commitment Date” has the meaning assigned to such term in Section 2.22(a)(i).


 


“Incremental Term Loan Commitments” has
the meaning assigned to such term in Section 2.22(a).


 


“Incremental Term Loan Facility”
has the meaning assigned to such term in Section 2.22(a).


 


“Incremental Term Loan Lender”
has the meaning assigned to such term in Section 2.22(a)(i).


 


“Incremental Term Loan Notice”
has the meaning assigned to such term in Section 2.22(a)(i).


 


“Incurrence
Ratio” has the meaning assigned to such term in the definition of “Maximum Incremental Facilities Amount.”


 






    	 	 17	 



     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person excluding trade accounts payable in the ordinary course of business, (d) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current
accounts payable and other accrued obligations, in each case incurred in the ordinary course of business, (ii) deferred
compensation payable to directors, officers or employees of the Borrower or any Subsidiary in the form of Qualified Equity
Interests and (iii) any purchase price adjustment or earn out incurred in connection with an acquisition except to the
extent such amount is or becomes a liability on the balance sheet in accordance with GAAP), (e) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed
by such Person (but only to the extent of the lesser of (x) the amount of such Indebtedness and (y) the fair market
value of such property if such Indebtedness has not been assumed by such Person), (f) all Guarantees by such Person of
Indebtedness of others of the types set forth in clauses (a) through (e) above and clauses (g) through
(i) below, (g) the principal portion of all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty,
(i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances,
(j) [reserved], (k) any other Off-Balance Sheet Liability and (l) any obligations with respect to any Swap
Agreements to the extent required to be reflected as a liability on a balance sheet of such Person under GAAP (in an amount
equal to the swap termination or closeout value thereof). The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on
account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in
clause (a) above, Other Taxes. “Indemnitee” has the meaning assigned to such term in Section 9.03(b).


 


“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender, (c) holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided,
that, such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been
established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is
not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial
loans, and (z) has assets greater than $25 million and a significant part of its activities consist of making or purchasing
commercial loans and similar extensions of credit in the ordinary course of its business, or (d) a Loan Party or a
Subsidiary or other Affiliate of a Loan Party.


 


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


 


“Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.


 


“Interest
Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations)
of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries
(including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period
in accordance with GAAP), calculated on a consolidated basis for Holdings and its Subsidiaries for such period in accordance with
GAAP.


 






    	 	 18	 



     


    

 


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


 


“Interest
Period” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one, three or six months, as the Borrower may elect
(in each case, subject to availability for the interest rate applicable to the relevant currency); provided, that
(i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day,
(ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period and
(x) no Interest Period may extend beyond the Maturity
Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Intermediate Holdings” has the
meaning assigned to such term in the preamble.


 


“IRS” means the United States
Internal Revenue Service.


 


“Issuing
Banks” means, individually and collectively as the context may require, (a) JPM, Goldman Sachs Bank USA, Bank of
America, N.A., Barclays Bank PLC and Royal Bank of Canada, each in its capacity as an issuer of Letters of Credit hereunder, and
its successors in such capacity, and (b) and any other Lender (if any) from time to time designated by the Borrower as an
Issuing Bank, with the consent of such Lender and the Administrative Agent and such Lender’s successors in such capacity.
Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank,
in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate. At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing
Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all)
Issuing Banks, as the context may require.


 


“Joinder Agreement” has the meaning
assigned to such term in Section 5.09(a).


 


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


 


“Judgment Currency” has the meaning
assigned to such term in Section 9.21.


 


“Junior
Indebtedness” means (a) any Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than Indebtedness
among the Borrower and its subsidiaries) that is expressly subordinated in right of payment or secured on a junior lien basis to
the Obligations or any portion thereof or (b) any unsecured Indebtedness of the type described in clauses (a), (b), (g), (h),
(k) or (l) of the definition of “Indebtedness” or, solely in respect of Indebtedness described in clauses
(a), (b), (g), (h), (k) or (l), clauses (e) or (f) of the definition of Indebtedness, in each case, of the Borrower
or any of its Restricted Subsidiaries (other than, in the case of (a) or (b), Indebtedness among the Borrower and its
subsidiaries).


 






    	 	 19	 



     


    

 


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


 


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


 


“LCT
Election” means the Borrower’s election to test the permissibility of a Limited Condition Acquisition in accordance
with the methodology set forth in Section 1.08.


 


“LCT Test Date” has the meaning
assigned to such term in Section 1.08.


 


“Lead Arranger” means JPM, in
its capacities as sole lead arranger and bookrunner.


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term “Lenders” includes the Issuing Banks.


 


“Lending
Office” means, as to the Administrative Agent, any Issuing Bank or any Lender, the office or offices of such Person described
as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time
notify the Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign
branch of such Person or such Affiliate.


 


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


 


“Letter of Credit Sublimit” has
the meaning assigned to such term in Section 2.06(b).


 


“LIBO Rate” means,


 


		(a)	for any Interest Period with respect to:



 


(i)            any
LIBOR Quoted Currency Borrowing, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark
Administration (or any other Person that takes over the administration of such rate for U.S. Dollars (or other applicable currency)
for a period equal in length to such Interest Period) (“LIBOR”) 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 Rate Determination Date, for deposits in such LIBOR Quoted
Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; or


 


(ii)            any
Borrowing denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”),
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) in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time)
on the Rate Determination Date with a term equivalent to such Interest Period; and


 






    	 	 20	 



     


    

 






 


(b)            for
any interest calculation with respect to an ABR Borrowing (to the extent applicable) on any date, the rate per annum equal
to LIBOR, at or about 11:00 a.m. (London time) determined two London Banking Days prior to such date for U.S. Dollar deposits
with a term of one month commencing that day; and;


 


provided, that if the LIBO Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“LIBO
Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine
LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from
time to time).


 


“LIBOR
Quoted Currency” means Dollars, Euro, Sterling, Australian Dollars and Yen, in each case as long as there is a published
LIBO Rate with respect thereto.


 


“LIBOR Successor Rate” has the
meaning assigned to such term in Section 2.14(a).


 


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


 


“Liabilities” has the meaning
assigned to such term in Section 9.06.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 


“Limited
Condition Acquisition” means any Permitted Acquisition or similar investment by Holdings or one or more of its Restricted
Subsidiaries of assets, business or Persons permitted to be acquired pursuant to this Agreement whose consummation is not conditioned
on the availability of, or on obtaining, third party financing.


 


“Loan
Documents” means, collectively, this Agreement, the Notes, any Letter of Credit applications, the Collateral
Documents, the Loan Guaranty, the Fee Letter and all other agreements, instruments, documents and certificates executed and
delivered by a Loan Party to, or in favor of, the Administrative Agent or any Lenders in connection with the foregoing and
including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and
all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party and delivered to the
Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby that the
Administrative Agent and the Borrower agree in writing shall be considered a “Loan Document”. Any reference in
this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and
all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan
Document as the same may be in effect at any and all times such reference becomes operative.


 






     21


     


    

 


“Loan
Guarantor” means (a) each Loan Party (other than the Borrower) that is a party to this Agreement as of the Effective
Date, or becomes party to this Agreement pursuant to Section 5.09, (b) Holdings and (c) with respect to Secured
Obligations owed by any other Loan Party, the Borrower; provided, that subject to any administrative requirements of the
Administrative Agent, the Borrower may elect to add additional Domestic Subsidiaries as Loan Guarantors so long as each such added
Loan Guarantor complies with Section 5.09 of this Agreement as if it were a newly acquired wholly-owned Material Domestic
Subsidiary at the time of such designation; provided, further, that no Subsidiary that is a CFC or FSHCO (or any
other Subsidiary of the Borrower that is directly or indirectly owned by a Subsidiary that is a CFC or FSHCO) shall be a Loan Guarantor.


 


“Loan Guaranty” means Article X
of this Agreement.


 


“Loan
Parties” means, collectively, the Borrower, each Loan Guarantor and any other Person who becomes a party to this Agreement
pursuant to a Joinder Agreement and each of their successors and assigns, and the term “Loan Party” shall mean any
one of them or all of them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Revolving Credit Loans.


 


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


 


“Mandatory
Cost” means any amount incurred periodically by any Lender during the term of the Agreement which constitutes fees, costs
or charges imposed on lenders by any Governmental Authority generally in the jurisdiction in which such Lender is domiciled, subject
to regulation, or has its Lending Office.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition
of Holdings and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform their material obligations
under the Loan Documents, (c) any material portion of the Collateral, or the Administrative Agent’s Liens (on behalf
of itself and the Lenders) on any material portion of the Collateral or the priority of such Liens (in each case subject to Liens
permitted pursuant to Section 6.02), or (d) the rights of or benefits available to the Administrative Agent, the
Issuing Banks or the Lenders thereunder.


 


“Material
Domestic Subsidiary” means any Domestic Subsidiary of Holdings other than (a) an Immaterial Subsidiary,
(b) a Subsidiary that (i) is a FSHCO or (ii) is a direct or indirect subsidiary of a Subsidiary that is a CFC
or FSHCO, (c) any Subsidiary that is not wholly-owned and is contractually prohibited by the applicable shareholder
documents or otherwise from providing a Guarantee of the Obligations as long as such prohibition was not established in
contemplation of the requirement to Guarantee the Obligations, (d) any Subsidiary that is a non-profit Subsidiary and
(e) any Subsidiary to the extent the provision of a Guarantee of the Obligations (i) is prohibited by applicable
law, regulation or any contractual obligation existing on the Effective Date (or, if later, on the date such Subsidiary is
acquired (and, in each case, not established in anticipation thereof)) or (ii) would require governmental (including
regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been
received).


 






     22


     


    

 


“Material
Foreign Subsidiary” means any Foreign Subsidiary of the Borrower that is not an Immaterial Subsidiary.


 


“Material
Indebtedness” means any Indebtedness (other than the Loans and Letters of Credit), or any obligations under Swap Agreements,
of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $6.5 million. For purposes of
determining Material Indebtedness, the aggregate principal amount of “obligations” of the Borrower or any Subsidiary
in respect of any Swap Agreement at any time shall be the aggregate amount that the Borrower or such Subsidiary would be required
to pay if such Swap Agreement were terminated at such time and after giving effect to any rights available under applicable laws
or agreements with regard to collateral, netting, setoff or similar rights.


 


“Maturity
Date” means the earliest to occur of (a) the Stated Maturity Date, (b) any earlier date on which the Commitments
are reduced to zero or otherwise terminated pursuant to the terms hereof and (c) the date that the Loans, if any, are declared
due and payable pursuant to Article VII hereof.


 


“Maximum Incremental Facilities Amount”
shall mean:


 


(i)            (A) an
aggregate amount equal to $50 million, plus (B) the amount of any prepayment of Loans, to the extent accompanied by
a corresponding permanent reduction in the Commitment (other than pursuant to Section 2.09(e)) (the “Fixed
Incremental Amount”), plus


 


(ii)            an
unlimited amount so long as, on a pro forma basis, determined after giving effect to the incurrence of any Incremental Term Loan
Facility or Commitment Increase, as applicable, and any Permitted Acquisition or other permitted investment to be consummated
in connection therewith, any Indebtedness repaid with the proceeds thereof and any investment, disposition or debt incurrence
in connection therewith and all other pro forma adjustments, but excluding the cash proceeds of such Indebtedness then being incurred
from netting in the calculation of the Total Net Leverage Ratio, with respect to any such Incremental Term Loan Facility or Commitment
Increase, as applicable, the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements
have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 (the “Incurrence
Ratio”); provided that the Incurrence Ratio, as so calculated, shall be permitted to exceed 3.50 to 1.00 to the
extent of any Incremental Term Loan Facilities or Commitment Increase, as applicable, incurred in reliance on the Fixed Incremental
Amount concurrently with the incurrence of any Incremental Term Loan Facility or Commitment Increase, as applicable, pursuant
to this clause (ii); provided, that (x) for purposes of determining compliance with the foregoing Incurrence Ratio
in this clause (ii), any Incremental Term Loan Facility or Commitment Increase, as applicable, shall be deemed to be drawn
in full and any use of such Incremental Term Loan Facilities or Commitment Increase, as applicable, to prepay Indebtedness shall
be given pro forma effect and (y) to the extent the proceeds of any Incremental Term Loan Facility or Commitment Increase,
as applicable, are intended to be applied to finance a Limited Condition Acquisition, if the Borrower has made an LCT Election
with respect to such Limited Condition Acquisition, Total Funded Indebtedness and EBITDA, for purposes of determining compliance
with the Incurrence Ratio, shall be determined instead, on a pro forma basis, only (i) in the case of Total Funded Indebtedness,
as of the date, and (ii) with respect to EBITDA, for the most recently ended Reference Period prior to the date, in each
case on which the relevant agreement with respect to such Limited Condition Acquisition is entered into as if the Limited Condition
Acquisition has occurred on such date. For the avoidance of doubt, (A) the Borrower may elect to use this clause (ii) regardless
of whether the Borrower has capacity under the Fixed Incremental Amount, and (B) the Borrower may elect to use this clause
(ii) prior to using the Fixed Incremental Amount, and if both clause (ii) and the Fixed Incremental Amount
are available and the Borrower does not make an election, then the Borrower will be deemed to have elected to use this clause
(ii) prior to using any amount available under the Fixed Incremental Amount, plus


 






     23


     


    

 


 (iii)           the Specified Issuance Incremental Amount.




 


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


 


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


 


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


 


“Net
Income” means, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on
a consolidated basis in accordance with GAAP; provided, that there shall be excluded from such net income (to the extent
otherwise included therein), without duplication: (a) the income (or deficit) of any Person accrued prior to the date it becomes
a Subsidiary or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any
Person (other than a Subsidiary) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that
any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or
Requirement of Law applicable to such Subsidiary.


 


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


 


“Non-LIBOR Quoted Currency” means
any currency other than a LIBOR Quoted Currency.


 


“Note” and “Notes”
have the meanings assigned to such terms in Section 2.10(e).


 


“Notice of Increase” has the meaning
assigned to such term in Section 2.23(a)(i).


 


“Notice
of Loan Prepayment” means a notice of prepayment in respect to a Loan, which shall be substantially in the form of Exhibit H
or such other form as 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), appropriately completed and signed by an authorized officer.


 


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


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of Holdings and its Subsidiaries to any of the Lenders, the Administrative Agent, any Issuing
Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any
of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time
evidencing any thereof.


 






     24


     


    

 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Off-Balance
Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person (other than any customary repurchase obligations resulting from a breach of representations
and warranties, covenants, servicing obligations and indemnities under a securitization facility), (b) any indebtedness, liability
or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness,
liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place
of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases) but does
constitute an off-balance sheet liability under GAAP.


 


“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 Taxes (other than a connection solely arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan,
Letter of Credit or any Loan Document).


 


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


 


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


 


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


 


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


 


“Participating
Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency
in accordance with legislation of the European Union relating to Economic and Monetary Union.


 


“Payment
in Full” means as of any date of determination, that: (a) the entire amount of principal of and interest due on
the Loans, and all other amounts of fees, payments and other obligations due under this Agreement, the other Loan Documents and
the Notes are paid in full in cash (other than contingent indemnification obligations and reimbursement obligations in respect
of which no claim for payment has yet been asserted by the Person entitled thereto, and any Banking Services Obligations not then
due and owing); (b) the commitments to lend under this Agreement have been terminated; (c) there are no outstanding Letters
of Credit (other than Letters of Credit that have been Cash Collateralized in accordance with the requirements of this Agreement
or other arrangements acceptable to the Issuing Bank); (d) there are no outstanding Swap Agreement Obligations (or arrangements
with respect thereto have been implemented which are acceptable to the relevant counterparty); and (e) all Obligations (other
than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been
asserted by the Person entitled thereto, and any Banking Services Obligations not then due and owing) have been paid in full in
cash.


 






     25


     


    

 


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


 


“Permitted Acquisition”
means any Acquisition in which each of the following conditions is satisfied:


 


(a)            the
Person or business which is the subject of such Acquisition is in a line of business permitted by Section 6.03(b);


 


(b)            all
governmental, corporate and material third-party approvals and consents necessary in connection with such Acquisition shall have
been obtained and be in full force and effect;


 


(c)            if
acquiring a Person, unless such Person is contemporaneously merged with and into the Borrower or a Subsidiary of the Borrower,
such Person shall, to the extent required by Section 5.09, become a Loan Party and comply with the requirements of
Section 5.09; provided, that if such Person is a Domestic Subsidiary, such Person shall be required to comply
with Section 5.09 as if such Person were a a wholly- owned direct or indirect Subsidiary of Holdings;


 


(d)            such
Acquisition shall be consummated in all material respects in accordance with the terms of the purchase or acquisition agreement
executed in connection therewith and with all other material agreements, instruments and documents implementing such Acquisition
and in compliance with applicable law and regulatory approvals;


 


(e)            subject
to Section 1.08 with respect to Limited Condition Acquisitions, no Event of Default shall have occurred and be continuing
immediately before giving pro forma effect to such Acquisition and immediately after giving effect to such Acquisition;


 


(f)            after
giving effect to such Acquisition (including the incurrence, assumption or acquisition of any Indebtedness in connection therewith)
the Loan Parties will be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which
financial statements have been (or were required to be) delivered to the Administrative Agent; and


 


(g)            such
Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent)
and/or shareholders (or equivalent) of the applicable Loan Party and the Person to be acquired.


 


“Permitted Encumbrances” means:


 


(a)            Liens
imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;


 


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


 


(c)            pledges
and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations and (ii) in respect of letters of credit, bank guarantees or similar instruments
issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business supporting obligations of
the type set forth in clause (i) above;


 






     26


     


    

 


(d)            pledges
and deposits made (i) to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and (ii) in
respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Restricted Subsidiary
in the ordinary course of business supporting obligations of the type set forth in clause (i) above;


 


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


 


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


 


(g)            Liens
representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublesee,
in the property subject to any lease, license or sublicense or concession arrangement permitted by this Agreement;


 


(h)            Liens
arising from Cash Equivalents described in clause (d) of the definition of the term “Cash Equivalents”;


 


(i)             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; and


 


 (j)             Liens that are contractual rights of set-off;




 


provided, that the term
“Permitted Encumbrances” shall not include any Lien securing Indebtedness, other than Liens referred to in clauses
(c) and (d) above securing letters of credit, bank guarantees or similar instruments.


 


“Permitted
Equity Derivatives” means any forward purchase, accelerated share purchase, call option transaction, capped call option
transaction, bond hedge transaction, warrant transaction (whether such warrant is settled in Equity Interests (other than Disqualified
Equity Interests) of Holdings, cash or a combination thereof) or other equity derivative transactions relating to any Convertible
Debt of Holdings or any other Loan Party; provided, that any Restricted Payment made in connection with such transaction
is permitted pursuant to Section 6.07, including any Swap Agreements executed in connection therewith (or deemed executed
therewith).


 


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


 


“Plan”
means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer
Plan or a Foreign Pension Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


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


 






     27


     


    

 


“Prohibited
Transaction” means the occurrence of a “prohibited transaction” within the meaning of Section 4975(c) of
the Code or Section 406 of ERISA for which there was no exemption under Section 4975(d).


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10 million
at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect
to such Swap Obligation or such other person as constitutes an ECP and can cause another person to qualify as an ECP at such time
by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified
Equity Interests” means Equity Interests of Holdings other than Disqualified Equity Interests.


 


“Rate
Determination Date” means two Business Days prior to the commencement of such Interest Period (or such other day as is
generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent;
provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate
Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).


 


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


 


“Reference Period” has the meaning
assigned to such term in the definition of “EBITDA”.


 


“Refinancing” has the meaning
assigned to such term in Section 4.01(k).


 


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


 


“Related
Indemnitee Parties” means, with respect to any specified Indemnitee, such Indemnitee’s controlled Affiliates and
the respective officers, directors, employees, advisors, agents or other representatives of such Indemnitee or such Indemnitee’s
controlled Affiliates acting at the direction of such Indemnitee.


 


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


 


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


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a
benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


“Removal Effective Date” has the
meaning assigned to such term in Section 8.06(b).


 






     28


     


    

 


“Requested Increase Amount” has
the meaning assigned to such term in Section 2.23(a)(i).


 


“Requested Increase Date” has
the meaning assigned to such term in Section 2.23(a)(i).


 


“Requested Incremental
Term Loan Date” has the meaning assigned to such term in Section 2.22(a)(i).


 


“Required
Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing
more than 50% of the sum of the total Credit Exposure and unused Commitments at such time; provided that if there is more
than one but less than four non- Affiliated Lenders, Required Lenders shall mean at least two or more non-Affiliated Lenders representing
more than 50% of the sum of the total Credit Exposure and unused Commitments at such time.


 


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


 


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


 


“Restricted Debt Payment” has
the meaning assigned to such term in Section 6.08.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in Holdings or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in Holdings or such Subsidiary or any option, warrant or other right to acquire any such Equity Interests in Holdings
or such Subsidiary.


 


“Restricted
Subsidiary” means, as to any Person, any existing or future direct or indirect subsidiary of such Person that is not
an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary
of Holdings and each reference (expressed or implied) to a Restricted Subsidiary of Holdings shall include, in any event, the Borrower.


 


“Revaluation
Date” means (a) with respect to any Loan (other than any Letter of Credit issuance), each of the following: (i) each
date of a Borrowing of a Eurocurrency Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Loan denominated in an Alternative Currency pursuant to Section 2.08, and (iii) such additional dates as the Administrative
Agent shall reasonably determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each
of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of any payment by the applicable Issuing Bank under any Letter of Credit denominated in an Alternative
Currency, (iii) in the case of all Existing Letters of Credit denominated in Alternative Currencies, the Effective Date, (iv) the
first Business Day of each calendar month and (v) such additional dates as the Administrative Agent or the applicable Issuing
Bank shall reasonably determine or the Required Lenders shall require.


 


“Revolving Credit Loan” means
a Loan made pursuant to Section 2.02.


 






     29


     


    

 


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


 


“Same
Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative
Agent or the applicable Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC, the U.S. Department of State, the United Nations Security Council, or as applicable, the European Union or any EU member
state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person majority-owned or controlled
by any such Person or Persons described in the foregoing clause (a) or (b).


 


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


 


“Scheduled Unavailability Date”
has the meaning assigned to such term in Section 2.14(a).


 


“Secured
Obligations” means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement
Obligations owing to any Person that, at the time of entering into such arrangement with a Loan Party or any Subsidiary, was the
Administrative Agent, a Lender or an Affiliate thereof, in each case, with respect to such Swap Agreement Obligations, to the extent
designated by the Borrower in a written statement (including by way of email) to the Administrative Agent as constituting Secured
Obligations (such Swap Agreement Obligations, “Secured Swap Agreement Obligations”); provided, however,
that the definition of “Secured Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security
interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of
determining any obligations of any Loan Guarantor.


 


“Secured
Parties” means the Administrative Agent, each Lender, each Issuing Bank and each other provider of Secured Obligations
as permitted pursuant to the definition thereof.


 


“Secured
Swap Agreement Obligations” has the meaning assigned to such term in the definition of “Secured Obligations”.


 


“Security
Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, among Holdings, each Subsidiary
of Holdings party thereto from time to time, and the Administrative Agent, for the benefit of the Administrative Agent, the Lenders
and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any
Loan Party (as required by this Agreement or any other Loan Document), as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time.


 






     30


     


    

 


“Senior
Secured Net Leverage Ratio” means, as of any date, the ratio of (a) Total Funded Indebtedness which is secured by
a Lien on any assets of Holdings or its Restricted Subsidiaries on such date, less Unrestricted Cash and Cash Equivalents
to (b) EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day
of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or
any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based Rate” means SOFR and
Term SOFR.


 


“Special
Notice Currency” means any Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe agreed to by the Administrative Agent
and each applicable Lender in each of their sole discretion.


 


“Specified
Event of Default” means an Event of Default under clauses (a), (b), (h), (i) or (j) of
Article VII.


 


“Specified
Issuance” means the issuance of any Incremental Term Loan Facility or incurrence of any Indebtedness by the Borrower
or any other Loan Party pursuant to Section 6.01(s) in the form of notes, including for the avoidance of doubt,
pursuant to the issuance of Convertible Debt and related Permitted Equity Derivatives and, in each case, solely to the extent that
such Incremental Term Loan Facility or Indebtedness incurrence is designated by the Borrower as a Specified Issuance.


 


“Specified
Issuance Incremental Amount” means $0 as of the Effective Date; provided, that such amount shall be automatically
increased up to a maximum of $75 million by an amount equal to the Specified Issuance Commitment Reduction.


 


“Specified
Issuance Commitment Reduction” has the meaning assigned to such term in Section 2.09(e).


 


“Specified Representations”
means the representations and warranties set forth in Sections 3.01(a), 3.02, 3.03(b), 3.08, 3.13,
3.14, 3.15, and 3.18.


 


“Stated
Maturity Date” means the fifth anniversary of the Effective Date; provided, that individual Lenders may elect
to extend the Maturity Date applicable to their Loans and Commitments pursuant to the terms and conditions of Section 2.25.


 


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


 






     31


     


    

 


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


 


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


 


“Subsidiary”
means any direct or indirect subsidiary of Holdings, the Borrower or another Loan Party, as applicable.


 


“Supported QFC” has the meaning
assigned to such term in Section 9.20.


 


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


 


“Swap
Agreement Obligations” means any and all obligations of the Loan Parties or any Subsidiary, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Person that, at the time of
entering into such Swap Agreement, is the Administrative Agent, a Lender or an Affiliate of a Lender, and (b) any and all
cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.


 


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


 


“Tax
Change” means any change in the Code or any other applicable Requirements of Law that would have the effect of changing
the amount of Taxes due and payable by Holdings and its Restricted Subsidiaries for any taxable period, as compared to the amount
of Taxes that would have been due and payable by Holdings and its Restricted Subsidiaries for such taxable period under the Code
or any other Requirements of Law as in effect immediately prior to such change; provided for avoidance of doubt, that the
calculation of a change in Taxes due and payable shall take into account all changes to the Code or any other Requirements of Law.


 


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


 






     32


     


    

 


“Term
SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent)
as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on
SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service
as selected by the Administrative Agent from time to time in its reasonable discretion.


 


“Topco” means Jamf Holding Corp.
(f/k/a Juno Topco, Inc.), a Delaware corporation.


 


“Total
Funded Indebtedness” means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its
Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.


 


“Total
Net Leverage Ratio” means, as of any date, the ratio of (a) Total Funded Indebtedness on such date, less
Unrestricted Cash and Cash Equivalents to (b) EBITDA for the period of four consecutive fiscal quarters ended on such date
(or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior
to such date).


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement, the borrowing of Loans and other credit extensions,
the use of the proceeds thereof, the issuance of Letters of Credit hereunder and the Refinancing.


 


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


 


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


 


“UK
Financial Institutions” 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 falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit
institutions and investment firms, and certain affiliates of such credit institutions or investment firms.


 


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


 


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


 


“Unrestricted
Cash and Cash Equivalents” means, at any date, the cash and Cash Equivalents of the Loan Parties that are (or would be)
included on the balance sheet of Holdings as of such day which are not identified as “restricted” in accordance with
GAAP and which are free and clear of all Liens (other than non-consensual liens and liens in favor of the Secured Parties pursuant
to the Collateral Documents to secure the Secured Obligations, in each case, permitted under Section 6.02).


 






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“Unrestricted Subsidiary”
means any Subsidiary designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.13.


 


“U.S. Person” means a United States
person as defined in section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned
to such term in Section 2.17(f)(ii)(B)(3).


 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001.


 


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


 


“Withholding
Agent” means the Borrower, any Loan Party, the Administrative Agent, and any other withholding agent as applicable.


 


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


 


“Yen” and “¥”
mean the lawful currency of Japan.


 


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


 


SECTION 1.03 Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “law” shall be construed as referring to all statutes, rules,
regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with
which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word
“will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and
restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and
restatement, supplements or modifications set forth herein), (b) any definition of or reference to any statute,
rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise
modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be
construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein)
and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all
functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at
any time” or “for any period” shall refer to the same time or period for all calculations or determinations
within such definition, and (g) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.


 






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SECTION 1.04
Accounting Terms; GAAP; Tax Laws. Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if after the Effective
Date there occurs any change in GAAP or in the application thereof on the operation of any provision hereof or any Tax Change and
the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the
effect of such change in GAAP or in the application thereof or such Tax Change (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 or such Tax Change, then such provision shall be interpreted
on the basis of GAAP and/or the Applicable Tax Laws, as the case may be, as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
anything to the contrary herein (including, without limitation and for the avoidance of doubt, this Section 1.04), the Loan
Parties (or any direct or indirect parent thereof) may elect to implement ASC 842 in their sole discretion, and from and after
the date of such implementation shall be permitted to maintain books and records and calculate financial definitions, tests and
ratios giving effect to ASC 842 and shall under no circumstances shall such implementation be considered a “change in GAAP”,
nor shall the Loan Parties (or any direct or indirect parent thereof) be required to maintain books and records, calculate any
financial definition, test or ratio or otherwise report without giving effect to ASC 842.


 


SECTION 1.05
Financial Ratios. Any financial ratios required to be maintained by any Loan Party pursuant to this Agreement shall be calculated
by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).


 


SECTION 1.06
Pro Forma and Other Calculations. Notwithstanding anything to the contrary herein, for purposes of determining compliance
with the Financial Covenant or otherwise for purposes of determining the Total Net Leverage Ratio, Senior Secured Net Leverage
Ratio, First Lien Net Leverage Ratio and EBITDA, (x) such calculations shall be made on a pro forma basis with respect to
any Permitted Acquisition or any sale, transfer or other disposition of any material assets outside the ordinary course of business
or the incurrence of Indebtedness to the extent any such event occurs during the applicable four- quarter period to which such
calculation relates, or, other than in the case of determining compliance with the Financial Covenant, subsequent to the end of
such four-quarter period but not later than the date of such calculation and (y) in connection with the initial incurrence
of any revolving Indebtedness incurred after the Effective Date, any such revolving Indebtedness shall be deemed to be drawn in
full and the cash proceeds of such Indebtedness shall be excluded from netting in the applicable calculation of the Total Net Leverage
Ratio, Senior Secured Net Leverage Ratio or First Lien Net Leverage Ratio required in the determination of whether the initial
incurrence of such revolving Indebtedness is permitted hereunder.


 






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For
the avoidance of doubt, references to any calculations of EBITDA, Net Income, First Lien Net Leverage Ratio, Senior Secured
Net Leverage Ratio and Total Leverage Ratio (or, in each case, any component definition in the calculation thereof) shall be
deemed to be references of EBITDA, Net Income, First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total
Leverage Ratio (or, in each case, any component definition in the calculation thereof), as applicable, in each case, of
Holdings and its Restricted Subsidiaries unless otherwise explicitly stated.


 


SECTION 1.07        Divisions
and Serial Investments.


 


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


 


For purposes
of Section 6.04, notwithstanding anything contrary set forth herein, in the event that the Borrower or any Subsidiary
(an “Initial Investing Person”) transfers an amount of cash or other property (the “Invested Amount”)
for purposes of permitting the Borrower or one or more other Subsidiaries to ultimately make an Investment of the Invested Amount
in any Subsidiary or any Person in which such Investment is ultimately made (the “ Subject Person”) through
a series of substantially concurrent intermediate transfers of the Invested Amount to one or more other Subsidiaries other than
the Subject Person (each, an “Intermediate Investing Person”), including through the incurrence or repayment
of intercompany Indebtedness, capital contributions or redemptions of Equity Interests, then, for all purposes of Section 6.04,
any transfers of the Invested Amount to Intermediate Investing Persons in connection therewith shall be disregarded and such transaction,
taken as a whole, shall be deemed to have been solely an Investment of the Invested Amount by the Initial Investing Person in the
Subject Person and not an Investment in any Intermediate Investing Person.


 


SECTION 1.08        Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, for purposes of (i) measuring the
relevant ratios (including the First Lien Net Leverage Ratio (including, without limitation, for purposes of determining pro forma
compliance with the Financial Covenant as a condition to effecting any such transaction), the Senior Secured Net Leverage Ratio
and the Total Net Leverage Ratio) and baskets (including baskets measured as a percentage of EBITDA or Consolidated Total Assets)
with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other similar investments,
or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in
the case of clauses (i) and (ii), in connection with a Limited Condition Acquisition, if the Borrower has made
an LCT Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted
hereunder (including, in the case of calculating EBITDA, the reference date for determining which Reference Period shall be the
most recently ended Reference Period for purposes of making such calculation) shall be deemed to be the date the definitive agreements
for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under
local law, such other binding obligations to consummate) such Limited Condition Acquisition are entered into (the “LCT
Test Date”), and if, after giving pro forma effect to such Limited Condition Acquisition and the other transactions to
be entered into in connection therewith as if they had occurred (with respect to income statement items) at the beginning of, or
(with respect to balance sheet items) on the last day of, the most recent Reference Period ending prior to the LCT Test Date, the
Loan Parties could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket, representation and
warranty, or Event of Default “blocker” such ratio, basket, or representation and warranty or Event of Default “blocker”
shall be deemed to have been complied with (and no Default or Event of Default shall be deemed to have arisen thereafter with respect
to such Limited Condition Acquisition from any such failure to comply with such ratio, basket, or representation and warranty).
For the avoidance of doubt, if the Borrower has made an LCT Election and any of the
ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was
determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in
any such ratio or basket, including due to fluctuations in EBITDA, Unrestricted Cash and Cash Equivalents, Total Funded Indebtedness
or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets,
ratios or representations and warranties will not be deemed to have failed to have been satisfied as a result of such fluctuations
or otherwise. If the Borrower has made an LCT Election for any Limited Condition Acquisition, then in connection with any subsequent
calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on
which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for (or in the case
of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such
other binding obligations to consummate) such Limited Condition Acquisition is terminated or expires, in each case without consummation
of such Limited Condition Acquisition, any such ratio (other than the Financial Covenant) or basket shall be calculated on a pro
forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence
of Indebtedness and the use of proceeds thereof) have been consummated.


 






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Notwithstanding the foregoing
provisions of this paragraph or any other provision of this Agreement, any unfunded commitments outstanding at any time in respect
of any individual Incremental Term Loan Facility pursuant to Section 2.22 established to finance a Limited Condition
Acquisition may be terminated only by the lenders holding more than 50% of the aggregate amount of the commitments in respect of
such Incremental Term Loan Facility (or by the Administrative Agent acting at the request of such Lenders), and not, for the avoidance
of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of
the Required Lenders or any other Lenders).


 


SECTION 1.09        Deliveries. Notwithstanding anything herein to the contrary, whenever any document, agreement or other item is required
by any Loan Document to be delivered or completed on a day that is not a Business Day, the due date thereof shall be extended to
the next succeeding Business Day.


 


SECTION 1.10        Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Dollar Equivalent amounts of Borrowings
denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the
Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered
by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount
of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent or the applicable Issuing Bank, as applicable.


 


(b)            Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a
unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be.


 


(c)            The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with
respect to any rate that is an alternative or replacement for or successor to any of such rates
(including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate
Conforming Changes.


 






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SECTION 1.11        Change
in Currency.


 


(a)            Each
obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption.
If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the
date on which such member state adopts the Euro as its lawful currency; provided that, if any Borrowing in the currency
of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.


 


(b)            Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)            Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


ARTICLE II


 


THE CREDITS


 


SECTION 2.01        Commitments. Subject to the terms and conditions set forth herein, each Lender severally (but not jointly) agrees to make
Loans to the Borrower, in Dollars or in one or more Alternative Currencies, from time to time during the Availability Period in
an aggregate principal amount that will not (x) result in such Lender’s Credit Exposure exceeding such Lender’s
Commitment and (y) the aggregate outstanding amount of all Loans denominated in Alternative Currencies shall not exceed the
Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Loans.


 


SECTION 2.02        Loans
and Borrowings.


 


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


 


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


 






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(c)            At
the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of the Dollar Equivalent of $250,000 and not less than the Dollar Equivalent of $500,000; provided
that a Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency Borrowing may be in an
aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1 million; provided, that
an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of
more than one Type may be outstanding at the same time; provided, that there shall not at any time be more than a
total of eight (8) Eurocurrency Borrowings outstanding.


 


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


 


SECTION 2.03
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request either
in writing (delivered by hand or fax) in substantially the form of Exhibit F and signed by the Borrower or by telephone
(such request a “Borrowing Request”) (a) in the case of a Eurocurrency Borrowing denominated in Dollars,
not later than 10:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing; provided that,
in the case of a Eurocurrency Borrowing in Dollars to be funded on the Effective Date, not later than 10:00 a.m., New York City
time, one Business Day before the Effective Date, (b) in the case of a Eurocurrency Borrowing denominated in an Alternative
Currency, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, (c) in
the case of a Eurocurrency Borrowing denominated in a Special Notice Currency, five Business Days before the date of the proposed
Borrowing, or (d) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed
Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or electronic
delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:


 


		(i)	the aggregate amount of the requested Borrowing and a
breakdown of the separate wires comprising such Borrowing;



 


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



 


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






 


		(iv)	the currency of the Loans to be borrowed; and



 


		(v)	in the case of a Eurocurrency Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”



 






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


 


SECTION 2.04        [Section intentionally
omitted].


 


SECTION 2.05        [Section intentionally
omitted].


 


SECTION 2.06        Letters
of Credit.


 


(a)            General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (and the Issuing Bank shall issue)
standby Letters of Credit denominated in dollars or Alternative Currencies as the applicant thereof for the support of its or its
Subsidiaries’ obligations in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any
Subsidiary’s obligations as provided in the first sentence of this clause (a), the Borrower will be fully responsible
for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment
of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter
of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety
of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding anything
herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit
(i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned
Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, in either such case,
in violation of any such applicable Sanctions or (B) in any manner that would result in a violation of any Sanctions by any
party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing
Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or
such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction,
reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective
Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date
and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such Letter of Credit would violate
one or more policies of the Issuing Bank applicable to letters of credit generally; provided, that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests,
rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above,
regardless of the date enacted, adopted, issued or implemented.


 









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(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit (other than any automatic renewal permitted pursuant to clause (c) of
this Section 2.06)), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably
in advance of, but in any event no less than three Business Days (or in the case of a Letter of Credit denominated in an Alternative
Currency, five Business Days) prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date
of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with clause (c) of this Section 2.06) and whether such Letter of Credit shall contain
automatic extension or renewal provisions, the amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the
applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form
in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $25 million
(the “Letter of Credit Sublimit”), (ii) the Aggregate Credit Exposure shall not exceed the aggregate Commitments
of all Lenders and (iii) no Issuing Bank’s LC Exposure shall exceed its Letter of Credit Sublimit Allocation as set
forth on the Commitment Schedule.


 


(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non- renewal by notice from the applicable Issuing
Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any one-time renewal or extension thereof, including, without limitation,
any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior
to the Stated Maturity Date. Each Letter of Credit with automatic extension or renewal provisions shall, subject to the right of
the respective Issuing Bank to terminate such automatic renewal in accordance with the terms of such Letter of Credit upon the
occurrence of an Event of Default, be automatically renewed for a successive one-year period on each anniversary of the date of
the issuance of such Letter of Credit, until cancelled by the Borrower by notice to the applicable Issuing Bank in accordance with
the terms of such Letter of Credit agreed upon at the time such Letter of Credit is issued; provided, that such Letter of
Credit shall expire at or prior to the close of business on the date that is five Business Days prior to the Stated Maturity Date
if not earlier cancelled.


 


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


 









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(e)            Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on
the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to
such time on the day of receipt; provided, that, if such LC Disbursement is not less than $500,000, the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment
be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make
such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due,
the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided
in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank for any
LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.


 


(f)            Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in clause (e) of this Section 2.06
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section 2.06, constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrower’s obligations hereunder or (v) any adverse change in the relevant
exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant
currency markets generally. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties,
shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided, that the foregoing
shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed
to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent
permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of an Issuing Bank (as finally
determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 









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


 


(h)            Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Loans and such interest shall be payable on the date when such reimbursement is due; provided,
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to clause (e) of this Section 2.06,
then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the
applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to clause (e) of
this Section 2.06 to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


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


 






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(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives
notice from the Administrative Agent or the Required Lenders demanding the deposit of Cash Collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the
amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided, that the obligation to
deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in clause (h) or (i) of Article VII. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the
Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest
earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall
be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent
of Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured
Obligations. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three
Business Days after all such Defaults have been cured or waived. Additionally, (x) if the Administrative Agent notifies
the Borrower at any time that the LC Exposure at such time exceeds 103% of the Letter of Credit Sublimit then in effect, then
within two Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the LC Exposure in an
amount not less than the amount by which the LC Exposure exceeds the Letter of Credit Sublimit and (y) if the
Administrative Agent notifies the Borrower at any time that the LC Exposure of all Loans and Letters of Credit denominated in
Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then
within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateral Letters of
Credit in an aggregate amount sufficient to reduce such outstanding amount as of such date of payment to an amount not to
exceed 100% of the Alternative Currency Sublimit then in effect.


 


(k)            Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in
addition to its notification obligations set forth elsewhere in this Section 2.06, report in writing to the Administrative
Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect
of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations
and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues,
amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount
of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment,
renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing
Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower
fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and
the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent
shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 


(l)            LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 


SECTION 2.07        Funding
of Borrowings.


 


(a)            Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of Same Day Funds by 1:00
p.m., New York City time, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the
Administrative Agent in the case of any Loan in an Alternative Currency, in each case, to the account of the Administrative Agent
for the applicable currency most recently designated by it for such purpose by notice to the Lenders in an amount equal to such
Lender’s Applicable Percentage. The Administrative Agent will make such Loans available to the


 






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Borrower by promptly crediting
the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by
the Borrower in the applicable Borrowing Request; provided, that ABR Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Banks.


 


(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Loans
(or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make
available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with clause (a) of this Section 2.07 (or,
in the case of an ABR Loans, that such Lender has made such share available in accordance with and the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available
funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of
the Federal Funds Effective Rate and 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
connection with the foregoing, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable
to ABR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


SECTION 2.08        Interest
Elections.


 


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


 


(b)            To
make an election pursuant to this Section 2.08, the Borrower shall notify the Administrative Agent of such election
by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting
a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or electronic communication to the
Administrative Agent of a written Interest Election Request in substantially the form of Exhibit G and signed by the
Borrower.


 









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(c)            Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.09        Termination
and Reduction of Commitments.


 


(a)            Unless
previously terminated or extended pursuant to the terms and conditions hereof, all Commitments shall terminate on the Maturity
Date.


 


(b)            The
Borrower may at any time, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the
payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the
cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the
furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter
of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure
as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in
full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued
and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which
no claim for payment has yet been asserted by the Person entitled thereto).


 









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(c)            The
Borrower may from time to time, without (subject to Section 2.16) premium or penalty, reduce the Commitments; provided,
that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1 million and not less than
$5 million unless such amount represents all of the remaining Commitments, and (ii) the Borrower shall not reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Aggregate Credit
Exposure would exceed the aggregate Commitments of all Lenders.


 


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


 


(e)            The
Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of the aggregate principal
amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such reduction,
the “Specified Issuance Commitment Reduction”); provided, that the Commitments may only be reduced pursuant
to the terms of this clause (e) by up to $75 million.


 


SECTION 2.10        Repayment
of Loans; Evidence of Debt.


 


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


 


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


 


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


 


(d)            The
entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2 .10
shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this
Agreement; provided, further, that in the event of a conflict between the entries made in the accounts
maintained pursuant to clause (b) or (c) of this Section 2.10 and the Register, the
Register shall govern.


 


(e)            Any
Lender may request that Loans made by it be evidenced by a promissory note (each a “Note” and, collectively,
the “Notes”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to
such Lender and its registered assigns and in a form reasonably acceptable to the Administrative Agent. Thereafter, the Loans evidenced
by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more Notes in such form payable to such payee and its registered assigns.


 






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SECTION 2.11            Prepayment
of Loans.


 


(a)            The
Borrower shall have the right at any time and from time to time, without (subject to Section 2.16) premium or penalty,
to prepay any Borrowing in whole or in part, subject to prior notice in accordance with clause (c) of this Section 2.11.


 


(b)            In
the event and on such occasion that the Aggregate Credit Exposure exceeds the aggregate Commitments of all Lenders, the Borrower
shall prepay the Loans and/or Cash Collateralize the LC Exposure (in accordance with Section 2.06(j)) in an aggregate
amount equal to such excess. Additionally, if the Administrative Agent notifies the Borrower at any time that the LC Exposure of
all Loans and Letters of Credit denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative
Currency Sublimit then in effect, then within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or
Cash Collateral Letters of Credit in an aggregate amount sufficient to reduce such outstanding amount as of such date of payment
to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.


 


(c)            The
Borrower shall notify the Administrative Agent pursuant to a delivery to the Administrative Agent of a Notice of Loan Prepayment
of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 10:00 a.m., New York
City time, (x) three Business Days before the date of prepayment of a Eurocurrency Loan denominated in Dollars, (y) four
Business Days before the date of prepayment of a Eurocurrency Loan denominated in Alternative Currency (other than Special Notice
Currencies) or (z) five Business Days before the date of prepayment of a Eurocurrency Loan denominated in Special Notice Currencies,
or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, one Business Day before
the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided, that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in
the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.


 


(d)            Except
as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans
denominated in an Alternative Currency 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 Lending Office in such Alternative Currency and in Same
Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting
the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the
United States. If, for any reason, any Borrower is prohibited by any law from making any required payment hereunder in an Alternative
Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.


 









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SECTION 2.12            Fees.


 


(a)            The
Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender, subject to Section 2.20)
a commitment fee in Dollars, which shall accrue at the Commitment Fee Rate set forth in the definition of Applicable Rate on the
average daily amount of the Available Commitment of such Lender during the period from and including the Effective Date to but
excluding the date on which the Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business
Day of each January, April, July and October and on the date on which the Commitments terminate, commencing on the first
such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed.


 


(b)            The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender,
subject to Section 2.20) a participation fee in Dollars with respect to its participations in Letters of Credit,
which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Loans on the
average daily Dollar Equivalent amount of such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the applicable Issuing Bank a fronting fee in Dollars, which shall accrue at the rate of 0.125% per annum on the
average Dollar Equivalent daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to
be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of each calendar quarter shall be payable on the first Business Day of each of
each January, April, July and October following such last day, commencing on the first such date to occur after the
Effective Date; provided, that all such fees shall be payable on the date on which the Commitments terminate and any
such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to
any Issuing Bank pursuant to this paragraph shall be payable within ten days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed.


 


(c)            The
Borrower agrees to pay to the Administrative Agent, for its own account, and to any Lender, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative Agent or such Lender.


 


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


 


SECTION 2.13            Interest.


 


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


 


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


 









    49 


     


    

 


(c)            Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any
other amount, 2% plus the rate applicable to ABR Loans as provided in clause (a) of this Section 2.13.


 


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


 


(e)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that (x) interest computed by reference to
the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), or (y) or, in the
case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing,
in accordance with such market practice, and in each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


(f)            For
the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis
of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation,
such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by
the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year,
(ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the
rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.


 


SECTION 2.14            Alternate
Rate of Interest; Illegality.


 


(a)            If
prior to the commencement of any Interest Period for a Eurocurrency Borrowing the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Required Lenders, notify the Administrative Agent (with a copy to the Borrower)
that the Required Lenders have determined that:


 


(i)            adequate
and reasonable means do not exist for ascertaining the LIBO Rate or Adjusted LIBO Rate, as applicable, for any requested Interest
Period, including, without limitation, because the LIBO Rate is not available or published on a current basis and such circumstances
are unlikely to be temporary;


 


(ii)            that
the Adjusted LIBO Rate or the LIBO Rate will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or
maintaining their Loans (or its Loan) included in such Eurocurrency Borrowing;


 






    50 


     


    

 






(iii)          the
supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the LIBO Rate or the LIBO Screen Rate shall no
longer be made available, or used for determining the interest rate of loans, provided that, at the time of such
statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to
provide the LIBO Rate after such specific date (such specific date, the “Scheduled Unavailability
Date”);


 


(iv)          the
regulatory supervisor for the administrator of the LIBO Rate has made a public statement that the LIBO Rate is no longer representative;
or


 


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


 


then, the
Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing the LIBO Rate in accordance
with this Section 2.14 with (x) one or more SOFR-Based Rates or (y) any other alternate benchmark rate giving
due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities
for such alternative benchmarks and/or any selection or recommendation of a replacement rate or the mechanism for determining such
a rate by the relevant Governmental Authority and, in each case, including any mathematical or other adjustments to such benchmark
giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities
for such benchmarks and/or any selection or recommendation of a replacement rate or the mechanism for determining such a rate by
the relevant Governmental Authority, which adjustment or method for calculating such adjustment shall be published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated
(the “Adjustment” and, any such proposed rate, a “LIBOR Successor Rate”), and any such amendment
shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted
such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have
delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace
the LIBO Rate with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to
replace the LIBO Rate with a rate described in clause (y), object to such amendment; provided that for the avoidance
of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained
in any such amendment; provided, further, that such amendment shall meet the standards set forth in Proposed Section 1.1001-6
of the United States Treasury Regulation so as not to be treated as a “modification” (and therefore an exchange) of
any advances for purposes of Section 1.0001-3 of the United States Treasury Regulation. Such LIBOR Successor Rate shall be
applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner otherwise reasonably determined by
the Administrative Agent.


 


If no LIBOR
Successor Rate has been determined and the circumstances under clause (i) above exist (whether or not such circumstances
are unlikely to be temporary), the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone,
telecopy or electronic mail as promptly as practicable thereafter and the obligation of the Lenders to make or maintain Eurocurrency
Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods). Upon receipt of such notice, the
Borrower may revoke any pending request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans (to
the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request
into a request for an ABR Borrowing in the amount specified therein.


 






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Notwithstanding
anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be
less than zero for purposes of this Agreement.


 


In connection
with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to
this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall (a) post
each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders and (b) provide each such amendment
implementing such LIBOR Successor Rate Conforming Changes to the Borrower, in each case, reasonably promptly after such amendment
becomes effective.


 


(b)           If
after the date hereof, the adoption of any applicable law, or any change in any applicable law (whether adopted before or after
the Effective Date), or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender or its applicable Lending Office
with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make
it unlawful or impossible for any Lender or its applicable Lending Office to make, maintain or fund its portion of Eurocurrency
Loans, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to
the other Lenders and the Borrower. Before giving any notice to the Administrative Agent pursuant to this Section 2.14(b),
such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will
not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such
notice, notwithstanding anything contained in Article II, the Borrower shall repay in full the then outstanding principal
amount of such Lender’s portion of each affected Eurocurrency Loan, together with accrued interest thereon, on either (i) the
last day of the then current Interest Period applicable to such affected Eurocurrency Loans if such Lender may lawfully continue
to maintain and fund its portion of such Eurocurrency Loan to such day or (ii) immediately if such Lender may not lawfully
continue to fund and maintain its portion of such affected Eurocurrency Loans to such day. Concurrently with repaying such portion
of each affected Eurocurrency Loan denominated in Dollars, the Borrower may borrow an ABR Loan from such Lender, whether or not
it would have been entitled to effect such borrowing and such Lender shall make such Loan, if so requested, in an amount such that
the outstanding principal amount of the affected Loan made by such Lender shall equal the outstanding principal amount of such
Loan immediately prior to such repayment. The obligation of such Lender to make Eurocurrency Loans is suspended only until such
time as it is once more possible and legal for such Lender to fund and maintain Eurocurrency Loans.


 


SECTION 2.15      Increased
Costs.


 


 (a)           If any Change in Law shall:




 


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


 


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


 






    	 	 52	 



     


    

 




(iii)          subject
any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


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


 


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


 


(c)           A
certificate of a Lender or the applicable Issuing Bank setting forth the amount or amounts necessary to compensate such Lender
or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this
Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten days after receipt
thereof.


 


(d)           Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to clauses (a), (b) and
(c) of this Section 2.15 shall not constitute a waiver of such Lender’s or such Issuing Bank’s
right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender or an Issuing
Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to the date
that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof.


 


(e)           If
any Lender or any Issuing Bank incurs any Mandatory Costs attributable to the Obligations, then from time to time the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such Mandatory Costs. Such amount shall be expressed as a percentage
rate per annum and shall be payable on the full amount of the applicable Obligations.


 






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SECTION 2.16 Break
Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith),
(d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.19, or (e) any failure by any Borrower to make
payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on
its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event (which shall not include any loss of margin or
Applicable Rate). In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest (as reasonably determined by such Lender) which would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender
setting forth, in reasonable detail, any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within ten days after receipt thereof.


 


SECTION 2.17      Withholding
of Taxes; Gross-Up.


 


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


 


(b)           Payment
of Other Taxes by the Loan Parties. Without duplication for any Indemnified Taxes paid pursuant to this Section 2.17,
the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of
the Administrative Agent timely reimburse it for, Other Taxes.


 


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


 


(d)           Indemnification
by the Loan Parties. Without duplication of any obligation contained in Section 2.17(a) or (b),
the Loan Parties shall jointly and severally indemnify each Recipient, within ten days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to
such Recipient and any reasonable out- of-pocket expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or
by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 






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


 


(f)            Status of
Lenders.




 


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


 


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


 


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


 


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


 






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


 


(2)            in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies
of IRS Form W-8ECI (or any successor form);


 


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


 


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


 


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


 


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


 






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Each Lender
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability
to do so.


 


(g)           Status
of Agent. JPM, as the Administrative Agent, and any successor or supplemental Administrative Agent, shall deliver to the
Borrower, on or prior to the date that it becomes a party to this Agreement, properly completed copies of the documentation
prescribed in clause (i) or (ii) of this Section 2.17(g), as applicable (together with all required
attachments thereto): (i) if the Administrative Agent is a U.S. Person, executed copies of IRS Form W-9 certifying
that such Administrative Agent is exempt from U.S. federal backup withholding tax, or (ii) if the Administrative Agent
is not a U.S. Person, (A) with respect to fees received on its own behalf, executed copies of IRS Form W-8ECI and
any such other documentation prescribed by applicable law that would allow the Borrower to make payments to such
Administrative Agent without deduction or withholding of any U.S. federal withholding Taxes and (B) with respect to
payments received on account of any Lender, executed copies of a U.S. branch withholding certificate on IRS Form W-8IMY
(or any successor form) evidencing its agreement with the Borrower to be treated as a U.S. Person for U.S. federal tax
purposes. The Administrative Agent agrees that if any form or certification it previously delivered pursuant to this Section 2.17(g) expires
or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower
and the Administrative Agent in writing of its legal inability to do so.


 


(h)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment
of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section 2.17
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the indemnified
party be required to pay any amount to an indemnifying party pursuant to this clause
(h) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts given rise to such refund had never been paid. This clause (h) shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person or to require any indemnified party to apply for a
refund.


 


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


 


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


 






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SECTION 2.18       Payments
Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a)           All
payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans
denominated in an Alternative Currency, 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 Administrative Agent’s Lending Office in Dollars
and in Same Day Funds not later than 1:00 p.m., New York City time, on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative
Currency 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 Lending Office in such Alternative Currency and in Same Day Funds not later than the
Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing,
the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason,
the Borrower is prohibited by any law from making any required payment hereunder in an Alternative Currency, such Borrower shall
make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will
promptly distribute to each Lender its Applicable Percentage in respect of the relevant Loan (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received
by the Administrative Agent after (i) 1:00 p.m., in the
case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent, in the case of payments
in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest
or fees, as the case may be.


 


(b)           Any
proceeds of Collateral received by the Administrative Agent (i) not constituting a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or
(ii) after an Event of Default has occurred and is continuing, shall be applied ratably first, to pay any fees,
indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Banks from the
Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay
any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services
Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth,
to prepay principal on the Loans and unreimbursed LC Disbursements and to the payment of any amounts owing with respect to
Banking Services Obligations and Secured Swap Agreement Obligations, fifth, to pay an amount to the Administrative
Agent equal to one hundred three percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit, to
be held as Cash Collateral for such Obligations and sixth, to the payment of any other Secured Obligation due to the
Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall
not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this
Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any
Lender shall apply any payment which it receives to any Eurocurrency Loan, except (a) on the expiration date of the
Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no
outstanding ABR Loans and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section
2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and
reapply any and all such proceeds and payments to any portion of the Secured Obligations.


 






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Notwithstanding
the foregoing, Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the
application described above and paid in clause fourth if the Administrative Agent has not received written notice thereof
in accordance with the definition of Secured Obligations, together with such supporting documentation as the Administrative Agent
may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements.


 


(c)           At
the election of the Borrower but subject to the conditions set forth in Section 4.02, all payments of principal, interest,
LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses
pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings
made hereunder whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided
in this Section 2.18 or may be deducted from any deposit account of the Borrower maintained with the Administrative
Agent.


 


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


 


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


 






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(f)            If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for,
and apply any such amounts to, any future funding obligations of such Lender hereunder; application of amounts pursuant to
(i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its
discretion.


 


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


 


SECTION 2.19       Mitigation
Obligations; Replacement of Lenders.


 


(a)           If
any Lender requests compensation under Section 2.15, or if the Borrower or the Loan Guarantors are required to pay
any Indemnified Taxes or additional amounts to any Lender (or any Governmental Authority for the account of any Lender) pursuant
to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment).


 


(b)           If
(i) any Lender requests compensation under Section 2.15, (ii) any Lender fails to consent to a
requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such
amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is
required with respect thereto, (iii) the Borrower or the Loan Guarantors are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender) pursuant to Section 2.17,
or (iv) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing
rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided, that (A) the Borrower shall have received the prior written consent of the Administrative
Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld,
(B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Sections 2.17, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation cease to apply.


 






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


 


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


 


(b)          such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Commitment and Credit Exposure 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 9.02) or under any other Loan Document; provided,
that, except as otherwise provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting
Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected
thereby;


 



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




 


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


 


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


 


(iii)          if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.20(c),
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with
respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)          if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 2.20(c), then the fees payable to
the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with
such non-Defaulting Lenders’ Applicable Percentages; or


 


(v)            if
all or any portion of such Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to Section 2.20(c),
then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that otherwise
would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment
that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks until such LC Exposure is cash collateralized
and/or reallocated;


 






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(d)           so
long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue or increase any Letter of Credit, unless
it is reasonably satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance
with Section 2.20(c), and LC Exposure related to any such newly issued or increased Letter of Credit shall be allocated
among non- Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall
not participate therein);


 


(e)            if
(i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the date hereof and for so long as such
event shall continue or (ii) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, no such Issuing Bank shall be required to issue
or increase any Letter of Credit unless such Issuing Bank shall have entered into arrangements with the Borrower or such Lender,
reasonably satisfactory to such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder;
and


 


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


 


Nothing
contained herein shall be deemed to be a release of any claims of the Administrative Agent or the Borrower against any Defaulting
Lender for its breach of any of its obligations under this Agreement.


 


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


 


SECTION 2.22       Incremental
Term Loans.


 


(a)           The
Borrower shall have the right at any time after the Effective Date to request one or more tranches of term loans (each an “Incremental
Term Loan Facility”; and the commitments with in respect thereof the “Incremental Term Loan Commitments”)
in accordance with the following provisions and subject to the following conditions:


 


(i)            The
Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least
ten Business Days’ prior written notice (an “Incremental Term Loan Notice”) of any such requested
increase specifying the aggregate amount of such Incremental Term Loan Facility, which shall be at least $5 million and shall
not exceed the Maximum Incremental Facilities Amount, the requested date of such Incremental Term Loan Facility (the
“Requested Incremental Term Loan Date”) and the date by which the Lenders wishing to participate in the
Incremental Term Loan Facility must commit (the “Incremental Term Loan Commitment Date”). Each Lender that
is willing in its sole discretion to participate in such requested Incremental Term Loan Facility (each an
“Incremental Term Loan Lender”) shall give written notice to the Administrative Agent on or prior to the
Incremental Term Loan Commitment Date of the amount by which it is willing to commitment.


 






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(ii)           Promptly
following each Incremental Term Loan Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any,
by which the Lenders are willing to participate in the requested Incremental Term Loan Facility. In addition, the Borrower may
extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent (such
consent not to be unreasonably withheld, conditioned or delayed) to participate in any portion of the requested Incremental Term
Loan Facility; provided, however, that the Incremental Term Loan Commitment of each such Eligible Assignee shall
be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining
capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire an Incremental Term
Loan Commitment pursuant hereto is herein called an “Additional Incremental Term Loan Lender”.


 


(iii)          Incremental
Term Loan Commitments shall become effective under this Agreement pursuant to an amendment (an “Incremental Term Loan
Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing
to provide such Incremental Term Loan Commitments, if any, each Additional Incremental Term Loan Lender, if any, and the Administrative
Agent pursuant to Section 9.02(f) hereof. The Incremental Term Loan Amendment may, without need for the consent
of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent and the Borrower, in order to give effect to the provisions of this Section 2.22.


 


(iv)          (A) Any
Incremental Term Loan Facility shall be ratably secured with the Loans, (B)(i) any Incremental Term Loan Facility in the form
of a “Term Loan A” provided by bank lenders shall not mature earlier than the Stated Maturity Date and (ii) any
Incremental Term Loan Facility in the form of a “Term Loan B” shall not mature earlier than 91 days after the Stated
Maturity Date, (C) no Incremental Term Loan Facility in the form of a “Term Loan B” shall have amortization of
greater than 5% of the original principal amount of such Incremental Term Loan Facility per year, (D) the Applicable Rate
relating to any Incremental Term Loan Facility shall be determined by the Borrower and the Lenders providing such Incremental Term
Loan Facility and (E) any Incremental Term Loan Facility shall otherwise be on terms and pursuant to documentation to be determined
by the Borrower and the Persons willing to provide such Incremental Term Loan Facility; provided, that to the extent such
terms and documentation are not consistent with the then existing Commitments or Incremental Term Loan Commitments (other than
with respect to pricing, prepayments, call protection, amortization, maturity and, with respect to a “Term Loan B”
other market driven terms and provisions) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that
Incremental Term Loan Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums).


 


(v)          The
Borrower will use the proceeds of the Incremental Term Loan Facility for any purpose not prohibited by this Agreement.


 


(vi)          No
Lender shall be obligated to provide any Incremental Term Loan Facility, unless it so agrees.


 


(b)           Anything
in this Section 2.22 to the contrary notwithstanding, no Incremental Term Loan Facility pursuant to this Section 2.22
shall be effective unless:


 





(i)            Immediately
before and after giving effect to each Incremental Term Loan Amendment and the applicable Incremental Term Loan Facility, (x) no
Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall
be required to be satisfied; provided that to the extent the proceeds of any Incremental Term Loan Facility are intended
to be applied to finance a Limited Condition Acquisition, if agreed to by the Incremental Term Loan Lenders or the Additional Incremental
Term Loan Lenders providing such Incremental Term Loan Facility, (x) the only representations and warranties that will be
required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality
or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Term Loan Facility shall be
(A) the Specified Representations with respect to the applicable acquired company or business and (B) such of the representations
and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are
material to the interests of the Incremental Term Loan Lenders or the Additional Incremental Term Loan Lenders, but only to the
extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or
not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement and
(y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event
of Default at the time such acquisition agreement is entered into;


 






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(ii)            to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions,
board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed
as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s
form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as
reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loan Lender or Additional Incremental
Term Loan Lender is provided with the benefit of the applicable Loan Documents


 


(iii)           subject
to Section 1.08, after giving effect to such Incremental Term Loan Facilities, the principal aggregate amount of all
such Incremental Term Loan Facilities incurred or issued since the Effective Date, together with any Commitment Increases incurred
or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; and


 


(iv)           subject
to Section 1.08, after giving effect to any such Incremental Term Loan Facility, the Loan Parties shall be in pro forma
compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or
were required to be) delivered to the Administrative Agent.


 


SECTION 2.23       Increase
of Commitments.


 


(a)            The
Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased
(a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions:


 


(i)            The
Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least
ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase
specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase
Amount”), which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the
requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the
“Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested
Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on
or prior to the Commitment Date of the amount by which it is willing to increase its Commitment.


 






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(ii)            Promptly
following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders
are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible
Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld)
to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each
such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof
(or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees
to acquire a Commitment pursuant hereto is herein called an “Additional Lender”.


 


(iii)            Effective
on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed
to be amended to reflect the increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased
by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender
is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance
reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested
Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than
the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall
thereupon be deemed to be a Lender for all purposes of this Agreement.


 


(iv)            If
on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the
Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without
limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes
the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested
Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of
Credit shall be calculated after giving effect to each such Commitment Increase.


 


(b)            Anything
in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to
this Section 2.23 shall be effective unless:


 


(i)            as
of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving
effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the
condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent
the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Acquisition, if
agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only
representations and warranties that will be required to be true and correct in all material respects (or, in the case of any
representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable
closing date for such Requested Increase Amount shall be (A) customary “specified representations” with
respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on
behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the
interests of the Increasing Lenders or the Additional Lenders, but only to the extent that Holdings or the applicable
Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as
a result of a breach of such representations or warranties in such acquisition agreement, and (y) the only condition
with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time
such acquisition agreement is entered into;


 






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(ii)            to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions,
board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed
as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s
form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as
reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided
with the benefit of the applicable Loan Documents;


 


(iii)            subject
to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment
Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since
the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount;


 


(iv)            subject
to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance
with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required
to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed
calculations demonstrating such compliance; and


 


(v)            except
as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all of the other terms and
conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Credit
Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Lenders providing such Commitment
Increase). For the avoidance of doubt, any loans under any Commitment Increase shall be treated ratably in terms of right to payment
and prepayment with loans under the Revolving Credit Loans and/or Commitments outstanding prior to the effectiveness of such Commitment
Increase.


 


SECTION 2.24      
Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements
with, the Borrower or any of its Subsidiaries shall deliver to the Administrative Agent, promptly after entering into such Banking
Services or Swap Agreements, written notice thereof, in each case, to the extent such Banking Services or Swap Agreements relate
to Secured Obligations; provided that one written statement with respect to a specified ISDA Master Agreement may designate
all transactions thereunder as Secured Obligations. In furtherance of that requirement, each such Lender or Affiliate thereof shall
furnish the Administrative Agent, from time to time promptly upon a request therefor, a summary of the amounts due or to become
due in respect of such Banking Services Obligations and Swap Agreement Obligations that constitute Secured Obligations, together
with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such
Banking Services or Swap Agreement. The most recent information provided to the Administrative Agent shall be used in determining
which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement
Obligations will be placed.


 






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SECTION 2.25       Amend
and Extend Transactions.


 


(a)            The
Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an
“Extension”) of the Stated Maturity Date to the extended maturity date specified in such notice. Such
notice shall (i) set forth the amount of Commitments that will be subject to the Extension (which request shall be in
minimum increments of $1 million and a minimum amount of $5 million), and (ii) set forth the date on which such
Extension is requested to become effective (which shall be not less than ten Business Days nor more than sixty days after the
date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole
discretion)). The Lenders shall be offered (an “Extension Offer”) an opportunity to participate in such
Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established
by, or reasonably acceptable to, the Administrative Agent and Borrower. If the aggregate principal amount of Commitments in
respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount
of Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of the Lenders shall
be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders
have accepted such Extension Offer. Notwithstanding anything to the contrary in this Agreement, any individual Lender’s
agreement to extend its Commitments, in whole or in part, pursuant to this Section 2.25 shall be in such
Lender’s sole discretion.


 


(b)            The
following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have
occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations
and warranties set forth in Article III and in each other Loan Document shall be deemed to be made and shall be true
and correct in all material respects on and as of the effective date of such Extension, (iii) each relevant Issuing Bank shall
have consented to any Extension of the Commitments, to the extent that such Extension provides for the issuance or extension of
Letters of Credit at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with
clause (c) of this Section 2.25.


 


(c)            The
terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension
Amendment; provided, that (i) the final maturity date of any Extended Commitment shall be no earlier than the Stated Maturity
Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments,
(iii) the Extended Loans will rank pari passu in right of payment and security with the existing Loans and the borrower, guarantors
and collateral of the Extended Commitments shall be the same as the borrower, Loan Guarantors and Collateral with respect to the
existing Loans, (iv) the interest rate margin and any fees applicable to any Extended Commitment (and the Extended Loans thereunder)
shall be determined by Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Loans, or reductions
of Extended Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Loans or Commitments
(other than upon the maturity of the non-extended Loans and Commitments) and (vi) any other terms of the Extended Commitments
shall be substantially identical to the terms set forth herein.


 


(d)            In
connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver
to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify
to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension.
Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement
the terms of any such Extension, including any amendments necessary to establish Extended Commitments as a separate tranche of
Commitments and such other 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 tranche (including to preserve the pro rata treatment of
the extended and non-extended tranches and to provide for the reallocation of Credit Exposure upon the expiration or termination
of the commitments under any tranche), in each case on terms consistent with this Section 2.25.


 






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ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


Each Loan Party represents and warrants to the Lenders
that:


 


SECTION 3.01
Organization; Powers. Each of the Loan Parties and each of its Restricted Subsidiaries (a) is duly organized, validly
existing and, to the extent that such concept is applicable in the relevant jurisdiction, in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and
(c) except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and, to the extent such concept is applicable to the relevant jurisdiction, is
in good standing in, every jurisdiction where such qualification is required.


 


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


 


SECTION 3.03 Governmental
Approvals; No Conflicts. The Transactions (a) do not, on the part of any Loan Party or any of its Subsidiaries,
require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except
such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created
pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under, or give rise
to a right to require any payment to be made by any Loan Party or any of its Subsidiaries under any material agreement which
is binding upon any Loan Party or any of its Subsidiaries or its assets, and
(d) will not result in the creation or imposition of
any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents,
except, solely in the case of clauses (a), (b) or (c) hereof, as would not reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 3.04       Financial
Condition; No Material Adverse Change.


 


(a)            Holdings
has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows
of Topco (i) as of and for the fiscal year ended December 31, 2019, reported on by the Accounting Firm and (ii) as
of and for the fiscal year ended December 31, 2019. Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and
for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii) above.


 


(b)            No
event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since
December 31, 2019.


 






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SECTION 3.05       Properties.


 


(a)            Each
of the Loan Parties and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal
property, except for defects in title that, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect.


 


(b)            Each
of the Loan Parties and its Restricted Subsidiaries owns, or is licensed to use, or otherwise has the right to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Loan Parties
and its Subsidiaries does not infringe upon the rights of any other Person, except for any failure to own or license or any such
infringements that, in each case, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


SECTION 3.06       Litigation
and Environmental Matters.


 


(a)            There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of any Loan Party, threatened against or affecting the Loan Parties or any of their respective Restricted Subsidiaries (i) that,
if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect
or (ii) that involve this Agreement or the Transactions.


 


(b)            (i) Each
Loan Party and its Restricted Subsidiaries is in compliance with all Environmental Laws and any permit, license or other approval
required under any Environmental Law and (ii) no Loan Party nor any of its Restricted Subsidiaries has received notice of
any claim with respect to any Environmental Liability which is outstanding, in each case of (i) and (ii), that individually
or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.07       Compliance
with Laws and Agreements; No Default.


 


(a)            Each
Loan Party and its Restricted Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


 (b)            No Default has occurred and is continuing.




 


SECTION 3.08
Investment Company Status. No Loan Party nor any of its Restricted Subsidiaries is an “investment company” as
defined in, or subject to regulation under the Investment Company Act of 1940.


 


SECTION 3.09
Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes, assessments, claims, governmental charges that are required to
have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such
Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to
the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.10       ERISA.


 


(a)            No
ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect.


 






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(b)            Except
as would not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Pension Plan has been maintained
in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders
and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required
to be made with respect to a Foreign Pension Plan have been timely made, and (iii) neither Holdings nor any of its Subsidiaries
has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan.


 


SECTION 3.11       Disclosure.


 


(a)            Each
of Holdings and the Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which
they or any of their Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would
reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other
written information (other than any projected financial information or other forward-looking information or information of a general
economic or general industry specific nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender
in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information
so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein
(taken as a whole), in the light of the circumstances under which they were made, not materially misleading (when taken as a whole);
provided, that, with respect to projected financial information or other forward- looking information or information of
a general economic or general industry specific nature, the Borrower represents only that such information was prepared in good
faith based upon assumptions believed by it to be reasonable at the time so furnished (it being understood that any such information
may differ from actual results and such differences may be material).


 


(b)            As
of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.


 


SECTION 3.12       Capitalization
and Subsidiaries. Schedule 3.12 sets forth, as of the date hereof,(a) a correct and complete list of the name
and ownership interest of Holdings and each Subsidiary in each Subsidiary, (b) the type of entity and jurisdiction of organization
of Holdings and each of its Subsidiaries, and (c) which of Holdings’ Subsidiaries are Material Domestic Subsidiaries
and Material Foreign Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the
extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.


 


SECTION 3.13       Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens
on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing a UCC
financing statement in the Loan Parties’ applicable jurisdiction of organization such Liens, will constitute perfected and
continuing Liens on the Collateral in which a security interest can be perfected by filing a UCC financing statement, securing
the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other
Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would
have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, and (b) Liens
perfected only by possession (including possession of any certificate of title), to the extent the Administrative Agent has not
obtained or does not maintain possession of such Collateral.


 






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SECTION 3.14       Federal Reserve Regulations. No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations
T, U and X.


 


SECTION 3.15       Anti-Corruption
Laws and Sanctions; USA Patriot Act.


 


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


 


 (b)            Each Loan Party is in compliance, in all material respects, with the USA PATRIOT Act.




 


SECTION 3.16       Covered
Entity. No Loan Party is a Covered Entity.


 


SECTION 3.17       Not an EEA Financial Institution. No Loan Party is an EEA Financial Institution.


 


SECTION 3.18
     Solvency. (a) The fair value of the assets of the Loan Parties and their Restricted Subsidiaries, at a fair valuation
measure on a consolidated and going concern basis, exceeds the sums of their debts and liabilities, subordinated, contingent or
otherwise, on a consolidated basis; (b) the present fair saleable value of the property of the Loan Parties and their Restricted
Subsidiaries, measured on a consolidated and going concern basis, is not less than the amount that will be required to pay the
probable debts and other liabilities, subordinated, contingent or otherwise, of such Loan Parties and their Restricted Subsidiaries,
on a consolidated basis, as such debts and other liabilities become absolute and matured; (c) the Loan Parties and their Restricted
Subsidiaries, on a consolidated basis, will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured in the ordinary course of business; and (d) the capital of the Loan
Parties and their Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business of such
Loan Parties and their Restricted Subsidiaries, on a consolidated basis.


 


SECTION 3.19       Beneficial
Ownership Certificate. As of the Effective Date, the information included in the Beneficial Ownership Certification, if applicable,
is true and correct in all respects.


 


ARTICLE IV


 


CONDITIONS


 


SECTION 4.01
Conditions to Initial Loans. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit
hereunder shall not become effective until each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 






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(a)            Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each
party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence
satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of
any other Loan Documents to be entered into as of the date hereof and such other certificates, documents, instruments and
agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this
Agreement and the other Loan Documents, including any Notes requested by a Lender pursuant to Section 2.10 payable to
the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the
Administrative Agent, the Issuing Banks and the Lenders and in form and substance reasonably satisfactory to the
Administrative Agent.


 


(b)            Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of Topco for
the two most recent fiscal years ended prior to the Effective Date as to which such financial statements are available, (ii) unaudited
interim consolidated financial statements of Holdings for each quarterly period ended subsequent to the date of the latest financial
statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and
(iii) financial statement projections (which shall include balance sheet, income and cash flow statement projections) through
and including Holdings’ 2023 fiscal year.


 


(c)            Closing
Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date
and executed by its Secretary or Assistant Secretary or other authorized officer, which shall (A) certify the resolutions
of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which
it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of
such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including
the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction
of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement,
and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.


 


(d)            No
Default Certificate. The Administrative Agent shall have received a certificate, signed by an authorized officer of Holdings
on the initial Borrowing date (i) stating that no Default has occurred and is continuing and (ii) stating that the representations
and warranties contained in Article III are true and correct in all material respects as of such date except that any
representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be
true and correct in all respects.


 


(e)            Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid on or before the Effective Date, and
all expenses (including the reasonable fees and expenses of Latham & Watkins LLP) required to be paid hereunder or under
the other Loan Documents for which invoices have been presented no later than two Business Days prior to the Effective Date (or
a shorter period as reasonably agreed to by the Borrower).


 


(f)            Lien
Searches. The Administrative Agent shall have received the results of recent customary lien searches, and such searches shall
reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on
or prior to the Effective Date pursuant to a pay- off letter or other documentation reasonably satisfactory to the Administrative
Agent.


 


(g)            Pledged
Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) to the extent certificated, the certificates
representing the shares of Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for
each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required
to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant
to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor
thereof.


 






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


 


(i)            [Reserved].




 


(j)            Solvency.
The Administrative Agent shall have received a solvency certificate from a Financial Officer substantially in the form attached
hereto as Exhibit D.


 


(k)            Refinancing.
The Administrative Agent shall have received evidence that the Existing Credit Agreement has been, or concurrently with the Effective
Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with
the Effective Date are being, released (collectively, the “Refinancing”).


 


 (l)            USA PATRIOT Act, Etc.




 


(i)            At
least three days prior to the Effective Date, the Borrower and each of the other Loan Parties shall have provided to the Administrative
Agent or the Lenders the documentation and other information theretofore requested in writing by the Administrative Agent or the
Lenders at least ten Business Days prior to the Effective Date that is required by regulatory authorities under applicable “know
your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act.


 


(ii)            At
least three days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification to each Lender who has requested the same
at least ten days prior to the Effective Date.


 


The Administrative
Agent shall notify the Borrower, the Lenders and the Issuing Banks of the Effective Date, and such notice shall be conclusive and
binding.


 


SECTION 4.02
Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Banks to issue or increase the face
amount of any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)            The
representations and warranties of Holdings and the Borrower set forth in this Agreement shall be true and correct in all material
respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, except
that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations
and warranties shall be true and correct in all material respects as of such earlier date, (ii) any representation and warranty
that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects.


 


(b)            At
the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable,
no Default shall have occurred and be continuing on such date.


 


(c)            The
Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable.


 






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(d)            In
the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency.


 


Each Loan
and each issuance or increase of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower
on the date thereof as to the matters specified in clauses (a) and (b) of this Section 4.02.


 


ARTICLE V


 


AFFIRMATIVE
COVENANTS


 


Until Payment
in Full has occurred, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan
Parties, with the Lenders that:


 


SECTION 5.01
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, which shall furnish to
each Lender:


 


(a)            within
ninety days after the end of each fiscal year of Holdings for the applicable fiscal year (or, if later, the date on which the Securities
and Exchange Commission, pursuant to its rules and regulations, has permitted Topco to file its applicable annual report on
Form 10-K), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash
flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on by the Accounting Firm (without a “going concern” or like qualification (other than any such qualification
to the “going concern” opinion that is solely resulting from (x) the impending Maturity Date or the final stated
maturity of any Indebtedness, (y) any potential inability to satisfy the Financial Covenant or any other financial covenants
under any Indebtedness on a future date or in a future period or (z) limited solely to the effect of the activities, operations,
financial results, assets or liabilities of any Unrestricted Subsidiaries on such Unrestricted Subsidiaries) or exception and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, certified by a Financial Officer as presenting fairly in
all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidating
basis in accordance with GAAP;


 


(b)            within
forty-five days after the end of each of the first three fiscal quarters of each fiscal year of Holdings (or, if later, the date
on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Topco to file its applicable
quarterly report on Form 10-Q), its consolidated balance sheet and related statements of operations, stockholders’ equity
and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the
end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects
the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)            concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer in substantially the form of Exhibit B (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenant and
(iii) stating whether any change in GAAP or in the application thereof has occurred since the later of December 31,
2019 and the end date of the financial statements most recently delivered pursuant to Section 5.01(a) and,
if any such change has occurred, specifying the effect of such change on the financial statements accompanying such
certificate;


 






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 (d)            [reserved];




 


(e)            promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by Holdings or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all
of the functions of said Commission, or with any national securities exchange, or distributed by Holdings to its shareholders generally,
as the case may be; and


 


(f)            promptly
following any written request therefor, (i) such other information regarding the operations, business affairs and financial
condition of Holdings or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably
request, on behalf of itself or any Lender hereunder; or (ii) information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Beneficial
Ownership Regulation, the USA PATRIOT Act or other applicable anti-money laundering laws.


 


Notwithstanding
anything to the contrary in this Section 5.01, (x) Holdings and the Borrower shall be deemed to have complied
with the terms of Sections 5.01(a) and (b), as applicable, with respect to the financial statements required
to be delivered pursuant thereto if Holdings delivers to the Administrative Agent and the Lenders, within the same time frame required
under the Securities Act and the rules and regulations of the Securities and Exchange Commission its annual report on Form 10-K
for the applicable fiscal year or its quarterly report in Form 10-Q for the applicable fiscal quarter, respectively, that
it (or any of its direct or indirect parent companies (including Topco); provided that, in the event the holding company(s) structure
of the Borrower as of the Effective Date changes (or such direct or indirect parents of Holdings otherwise cease to become passive
holding companies), consolidated balance sheets, statements of profit and loss and statements of cash flows of Holdings shall also
be provided) has filed with the Securities and Exchange Commission and (y) any documents required to be delivered pursuant
to Sections 5.01(a), (b), (e) and (f) shall be deemed to have been delivered on the date
on which Holdings provides notice to the Administrative Agent that such information has been posted on Holdings’ or Topco’s
website on the Internet (with such notice containing the link thereto), or posted on Holdings’ or Topco’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). For the avoidance of doubt any reference herein
to Holdings’ annual or quarterly consolidated financial statements or words of similar import shall be automatically deemed
to reference the annual or quarterly financial statements of any direct or indirect parent thereof (including Topco) to the extent
delivered in lieu of Holdings’ annual or quarterly consolidated financial statements in accordance herewith.


 


SECTION 5.02
Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall furnish to each Lender, promptly
upon any Financial Officer of the Borrower becoming aware, written notice of the following:


 


 (a)            the occurrence of any Event of Default;




 


(b)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the
knowledge of a Financial Officer or another executive officer of Holdings or any Subsidiary, affecting Holdings or any Subsidiary
thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;


 






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(c)            the
occurrence of any ERISA Event that would reasonably be expected to result in Material Adverse Effect;


 


(d)            the
occurrence and nature of any Prohibited Transaction or any funding deficiency with respect to any Plan that would reasonably be
expected to result in a Material Adverse Effect, or a transaction the IRS or Department of Labor or any other Governmental Authority
is reviewing to determine whether a Prohibited Transaction might have occurred that would reasonably be expected to result in a
Material Adverse Effect;


 


(e)            receipt
by the Borrower of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor
that would reasonably be expected to result in a Material Adverse Effect;


 


(f)            Borrower’s
intention to terminate or withdraw from any Plan that, if so terminated or withdrawn, would reasonably be expected to result in
a Material Adverse Effect;


 


(g)            within
two Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan Party entering
into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap
Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)            any
material notice provided to the holders of any Material Indebtedness, along with a copy of such notice;


 


(i)            any
other development that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect; and


 


 (j)            the occurrence of any Specified Issuance.




 


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


 


SECTION 5.03
Existence; Conduct of Business. Each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done
all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights,
qualifications, licenses, permits, franchises, governmental authorizations and intellectual property rights material to the conduct
of its business, except in the case of clause (b) where the failure to do so would not reasonably be expected to result in
a Material Adverse Effect; provided, that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 6.03.


 


SECTION 5.04 Payment
of Taxes. Each Loan Party will, and will cause each Subsidiary to pay or discharge all material amounts of Taxes, before
the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) such Loan
Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and
(c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse
Effect.


 






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SECTION 5.05    Maintenance
of Properties; Insurance; Casualty and Condemnation.


 


(a)            Each
Loan Party will, and will cause each Restricted Subsidiary to, (i) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted, and (ii) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar locations.


 


(b)           The
Borrower will furnish to the Administrative Agent, which will furnish to the Lenders, prompt written notice of any casualty or
other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of
any material portion of the Collateral or material interest therein under power of eminent domain or by condemnation or similar
proceeding.


 


SECTION 5.06
Books and Records; Inspection Rights. Each Loan Party will, and will cause each Restricted Subsidiary to, (i) keep
proper books of record and account in which entries that are full, true and correct in all material respects in conformity with
all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (ii) permit
any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, such
Lender or any consultants, accountants, lawyers, appraisers and field examiners retained by the Administrative Agent), upon reasonable
prior notice to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours,
and as often as reasonably requested (but in no event more than once each fiscal quarter of the Borrower unless an Event of Default
has occurred and is continuing); provided, that the Borrower shall not be required to reimburse the Administrative Agent
or any Lender for the cost of more than one such visit during any year, except during the occurrence and continuation of an Event
of Default. The Loan Parties shall have the right to have a representative present at any and all inspections. The Loan Parties
acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders
certain reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. Notwithstanding
anything to the contrary in this Section 5.06, neither the Borrower nor any other Loan Party will be required to disclose,
permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter
in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is
prohibited by applicable law or any binding agreement (not entered into in contemplation of any request for disclosure or otherwise
to evade the disclosure requirements contained in this Section 5.06), or is subject to attorney client privilege or
that constitutes attorney work product (in each case, as determined in good faith by legal counsel to any Loan Party and not in
contemplation of any request for disclosure or otherwise to evade the disclosure requirements contained in this Section 5.06);
it being understood that the Borrower shall use its commercially reasonable efforts to communicate any requested information in
a way that would not violate the applicable law or agreement or waive the applicable privilege.


 


SECTION 5.07
Compliance with Laws. Each Loan Party will, and will cause each Restricted Subsidiary to, comply with all Requirements of
Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 5.08    Use
of Proceeds.


 


(a)            The
proceeds of the Loans will be used for working capital and other general corporate purposes including, but not limited to, Permitted
Acquisitions, other investments, Restricted Payments and other purposes not prohibited by this Agreement. No part of the proceeds
of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations T, U and X.


 






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(b)            The
Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that Holdings and
its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing
or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any joint venture partner or Person in violation of any Anti-Corruption Laws applicable to
any party hereto, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or
with any Sanctioned Person, or in any Sanctioned Country (in either case, in violation of any applicable Sanctions) or (c) in
any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 5.09    Additional
Collateral; Further Assurances.


 


(a)            Subject
to applicable law, Holdings, the Borrower and each other Loan Party shall cause each of its wholly-owned Material Domestic Subsidiaries
formed or acquired on or after the date of this Agreement (including, without limitation, upon the formation of any Subsidiary
pursuant to a division as set forth in Section 1.07) in accordance with the terms of this Agreement and each Subsidiary
which hereafter becomes a wholly-owned Material Domestic Subsidiary, in each case, to become a Loan Party, within forty five days
(or such later date as the Administrative Agent may agree) after the date of such formation or acquisition (or after the date on
which such Subsidiary becomes a wholly-owned Material Domestic Subsidiary, as applicable), by executing the Joinder Agreement set
forth as Exhibit C hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such
Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and
obligations in such capacity under the Loan Documents.


 


(b)            Subject
to applicable law, Holdings, the Borrower and each other Loan Party shall cause each of its wholly-owned Material Domestic Subsidiaries
formed or acquired after the date of this Agreement (including, without limitation, upon the formation of any Subsidiary pursuant
to a division as set forth in Section 1.07) in accordance with the terms of this Agreement and each Subsidiary who
hereafter becomes a wholly-owned Material Domestic Subsidiary, in each case, within forty five days (or such later date as the
Administrative Agent may agree) after the date of such formation or acquisition (or after the date on which such Subsidiary becomes
a wholly-owned Material Domestic Subsidiary, as applicable) to execute a joinder to the Security Agreement, pursuant to which such
Material Domestic Subsidiary shall grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, in any property of such Loan Party which constitutes Collateral.


 


(c)            Subject
to the foregoing clauses (a) and (b), Holdings, the Borrower and each other wholly- owned Material
Domestic Subsidiary will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic
Subsidiaries (other than any Domestic Subsidiary that is a FSHCO) and (ii) 65% of the issued and outstanding Equity
Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and
outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each
Subsidiary that is a CFC or FSHCO (including any Subsidiary that becomes a CFC or FSHCO after the Effective Date), in each
case, directly owned by the Borrower or any wholly-owned Material Domestic Subsidiary to be subject at all times to a first
priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or
other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing or anything else
herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any CFC or FSHCO constitute
security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the
Obligations, (B) more than sixty- five percent (65%) of the issued and outstanding Equity Interests entitled to vote of
any CFC or FSHCO, in each case, owned directly by the Borrower or any wholly-owned Material Domestic Subsidiary be required
to be pledged to secure the Obligations or (C) any Equity Interests of any CFC or FSHCO, in each case, not owned
directly by the Borrower or any wholly-owned Material Domestic Subsidiary be required to be pledged to secure the
Obligations.


 






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(d)            Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of
the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may,
from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and,
to the extent required by the Security Agreement, to ensure perfection and priority of the Liens created or intended to be created
by the Collateral Documents, all at the expense of the Loan Parties; provided that, notwithstanding anything else contained
herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Subsidiary that is not a Material
Domestic Subsidiary or property of any Subsidiary that is not Material Domestic Subsidiary or any Excluded Property (as defined
in the Security Agreement), (y) any such documents and deliverables (other than certain mortgages of material real property
(if required)) shall be governed by New York law and (z) no perfection actions by “control” (except with respect
to Equity Interests and certain debt instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters
shall be required to be entered into hereunder or under any other Loan Document. Notwithstanding any provision set forth in this
Agreement to the contrary, in no event shall any Loan Party be required to (A) make any filings or take any other action to
record or perfect the Administrative Agent’s interest in any intellectual property outside the U.S. or (B) take any
actions in any non-U.S. jurisdiction or that are required by the laws of any non-U.S. jurisdiction in order to (x) create
any security interests in such assets located or titled outside of the U.S. or (y) perfect such security interests.


 


(e)            As
promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.09 (or
such later date as the Administrative Agent reasonably agrees to in writing), the Borrower shall deliver, or cause to be delivered,
the documents or take the actions specified on Schedule 5.09.


 


SECTION 5.10    [Reserved].


 


SECTION 5.11    Compliance with Environmental Laws. Each Loan Party shall (a) comply with all Environmental Laws applicable to its
operations and properties; and (b) obtain and renew all material authorizations and permits required pursuant to Environmental
Law for its operations and properties, except, in each case of (a) or (b), to the extent failure to do so would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION 5.12    Intellectual Property. Each Loan Party shall maintain adequate licenses, patents, patent applications, copyrights, service
marks, trademarks, trademark applications, tradestyles and trade names to continue its business as heretofore conducted by it or
as hereafter conducted by it unless the failure to maintain any of the foregoing would not reasonably be expected to have a Material
Adverse Effect on such Loan Party.


 






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SECTION 5.13    Designation
of Subsidiaries. The Borrower may at any time designate any Subsidiary of the Borrower as an Unrestricted Subsidiary or
any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) the Borrower may not be designated as
an Unrestricted Subsidiary, (ii) immediately before and after such designation, no Default or Event of Default shall
have occurred and be continuing (including after giving effect to the reclassification of investments in, Indebtedness
of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (iii) the Loan Parties shall be in
pro forma compliance with the Financial Covenant after giving effect to such designation (and determined with respect to the
most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the
Administrative Agent), (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Equity
Interests in Holdings or its Restricted Subsidiaries or hold any Indebtedness of, or any Lien on any property of Holdings or
its Restricted Subsidiaries and (v) after giving effect to the designation of any Subsidiary as an Unrestricted
Subsidiary, no Unrestricted Subsidiary shall own, or hold exclusive rights in, any intellectual property that is material to
the business of Holdings and its Restricted Subsidiaries (taken as a whole) (provided that, for the avoidance of
doubt, this shall not restrict the Borrower or its Restricted Subsidiaries from licensing of intellectual property to the
extent otherwise permitted under this Agreement). The designation of any Subsidiary as an Unrestricted Subsidiary shall
constitute an investment by the Borrower therein at the date of designation in an amount equal to the portion of the fair
market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s Equity Interest therein as
reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such investment is permitted
under Section 6.04); provided that no Subsidiary may be designated as an Unrestricted Subsidiary hereunder if
(x) it has any Indebtedness or (y) it is a “restricted subsidiary” (or equivalent term) in respect of
any Indebtedness of the Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute the incurrence or making at the time of designation of any investments, Indebtedness or
Liens of such Restricted Subsidiary existing at such time. As of the Effective Date, none of the Borrower’s
subsidiaries have been designated as Unrestricted Subsidiaries.


 


SECTION 5.14    Anti-Corruption
Law; Anti-Money Laundering; Foreign Corrupt Practices Act.


 


(a)            Holdings
and its Restricted Subsidiaries shall not directly or indirectly, (i) knowingly deal in, or otherwise knowingly engage in
any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other applicable
Anti-Corruption Law in violation of any applicable Anti- Corruption Law or applicable Sanctions, or (ii) knowingly engage
in or conspire to engage in any transaction that violates or attempts to violate, any of the material prohibitions set forth in
any applicable Anti-Corruption Law or applicable Sanctions.


 


(b)            Not
repay the Loans, or make any other payment to any Lender, using funds or properties of Holdings, the Borrower or any Restricted
Subsidiaries that are, to the knowledge of the Borrower, the property of any Person that is the subject or target of applicable
Sanctions or that are, to the knowledge of the Borrower, beneficially owned, directly or indirectly, by any Person that is the
subject or target of applicable Sanctions, in each case, in violation of applicable Anti-Corruption Laws or applicable Sanctions
or any other applicable Requirement of Law or (ii) to the knowledge of Borrower, not permit any Person that is the subject
of Sanctions to have any direct or indirect interest, in Holdings, the Borrower or any of the Subsidiaries, with the result that
the investment in Holdings, the Borrower or any of the Subsidiaries (whether directly or indirectly) or the Loans made by the Lenders
would be in violation of any applicable Sanctions.


 


ARTICLE VI


 


NEGATIVE
COVENANTS


 


Until Payment in Full has occurred,
the Loan Parties covenant and agree, jointly and severally, with the Lenders that:


 


SECTION 6.01    Indebtedness.
No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur or suffer to exist any Indebtedness, except:


  






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(a)            the Secured Obligations;


 


(b)           Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness
in accordance with clause (f) hereof;


 


(c)           Indebtedness
of Holdings to any of its Restricted Subsidiaries and of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary;
provided, that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to Holdings or to any Restricted
Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of Holdings to any of its
Restricted Subsidiaries and Indebtedness of any Restricted Subsidiary that is a Loan Party to any Restricted Subsidiary that is
not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;


 


(d)           Guarantees
by Holdings of Indebtedness of any of its Restricted Subsidiaries and by any Restricted Subsidiary of Indebtedness of Holdings
or any other Restricted Subsidiary; provided, that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01,
(ii) Guarantees by Holdings or any Restricted Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary
that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause
(d) shall be subordinated to the Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the
Obligations (if such Indebtedness is so subordinated);


 


(e)            Indebtedness
of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital
assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition (including by way of any Permitted Acquisition) of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance
with clause (f) hereof; provided, that, (i) such Indebtedness is incurred prior to or within 180 days after
such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness
permitted by this clause (e) (including any refinancing thereof permitted by clause (f)) shall not exceed the
greater of $13 million and 13% of EBITDA for the most recently ended Reference Period for which financial statements have been
(or were required to be) delivered to the Administrative Agent at any time outstanding;


 


(f)            Indebtedness
which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (e), (o) or (s) hereof; provided,
that, (i) the aggregate principal amount of such Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced plus the amount of any interest, premiums or penalties required to be paid plus fees and expenses associated
therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party,
(iii) no Loan Party that is not originally obligated (or required to become obligated) with respect to repayment of such
Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not
result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the
terms of any such extension, refinancing, or renewal are either (A) not materially less favorable to the obligor
thereunder than the original terms of such Indebtedness, taken as a whole or (B) on market terms and conditions
customary for the type of Indebtedness being incurred pursuant to such refinancing as of the time of incurrence of such
Indebtedness, except in each case, for covenants or other provisions contained in such Indebtedness that are applicable only
after the then applicable Maturity Date, and (vi) if the Indebtedness that is refinanced, renewed, or extended was
subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative
Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;


 






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(g)           Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such person (including obligations in respect
of letters of credit supporting such reimbursement or indemnification obligations for the benefit of such Person), in each case,
incurred in the ordinary course of business;


 


(h)           Indebtedness
of the Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business;


 


(i)            Indebtedness
or Guarantees of the Borrower or any Restricted Subsidiary in connection with any Swap Agreement permitted under Section 6.06;


 


(j)            Indebtedness
arising from customary agreements providing for indemnification, adjustment of purchase price, earnout, deferred purchase price
or similar obligations in connection with acquisitions or dispositions of any business or assets by or of Holdings or any Restricted
Subsidiary permitted hereunder;


 


(k)           Judgments
entered against Holdings or any Restricted Subsidiary to the extent not constituting an Event of Default;


 


(l)            Indebtedness
or Guarantees incurred in the ordinary course of business in connection with cash pooling, netting and cash management arrangements
consisting of overdrafts or similar arrangements; provided, that any such Indebtedness does not consist of Indebtedness
for borrowed money and is owed to the financial institutions providing such arrangements;


 


(m)          Indebtedness
of Foreign Subsidiaries; provided, that the aggregate outstanding principal amount of such Indebtedness shall not exceed
the greater of $30 million (or the equivalent thereof) and 30% of EBITDA for the most recently ended Reference Period for which
financial statements have been (or were required to be) delivered to the Administrative Agent at any time outstanding;


 


 (n)          Indebtedness owed to sellers constituting consideration for Permitted Acquisitions;




 


(o)           Indebtedness
of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or of any Person
not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted
hereunder) or Indebtedness attaching to assets that are acquired by Borrower or any of its Restricted Subsidiaries, in each case
as the result of a Permitted Acquisition; provided, that such Indebtedness existed at the time such Person became a Restricted
Subsidiary (or is so merged or consolidated) or at the time such assets were acquired and, in each case, was not created in anticipation
thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided
further, that the aggregate principal amount of Indebtedness permitted by this clause (o) shall not exceed the
greater of (i) $32.5 million and (ii) 40.0% of EBITDA for the most recently ended Reference Period for which financial
statements have been (or were required to be) delivered to the Administrative Agent;


 


(p)           Indebtedness
of Holdings or any Restricted Subsidiary in connection with any Guarantees given by them, or any letters of credit or bank guarantees
issued by any bank or financial institution, in favor of any Governmental Authority to secure the payment of Taxes owed by Holdings
or any Restricted Subsidiary to such Governmental Authorities;


 






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(q)           Indebtedness
of the Borrower or any Restricted Subsidiary owed to sublessees in respect of security deposits or advances held by the Borrower
or any Restricted Subsidiary in connection with the subletting sublessees of any leasehold interests of the Borrower or any Restricted
Subsidiary;


 


(r)           other
Indebtedness of Holdings or any Restricted Subsidiary in an aggregate principal amount not exceeding the greater of (i) $35.0
million and (ii) 35% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were
required to be) delivered to the Administrative Agent, at any time outstanding;


 


(s)           other
Indebtedness of Holdings, the Borrower or any other Loan Party, including Convertible Debt and related Permitted Equity Derivatives,
so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom, (ii) the Total
Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be)
delivered to the Administrative Agent does not exceed 6.00 to 1.00 on a pro forma basis (after giving effect to the incurrence
of such Indebtedness) and (iii) such Indebtedness shall (x) not mature earlier than 91 days after the Stated Maturity
Date and (y) have terms that are customary market terms for Indebtedness of such type;


 


(t)            Indebtedness
consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements, in each case, in
the ordinary course of business;


 


(u)           Indebtedness
representing deferred compensation to employees of the Loan Parties and their respect Subsidiaries incurred in the ordinary course
of business;


 


(v)           Indebtedness
consisting of reimbursement obligations with respect to the Existing Letters of Credit; provided that the Existing Letters
of Credit are fully cash collateralized;


 


(w)          to
the extent constituting Indebtedness, advances to or from a Foreign Subsidiary in respect of transfer pricing and cost-sharing
arrangements (i.e. “cost-plus” arrangements) in connection with the services provided by such Foreign Subsidiary to
a Loan Party; and


 


(x)           (i) all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest
on obligations described in clauses through above and (ii) customary indemnities contained in mandate, engagement
and commitment letters, facility agreements, purchase agreements and indentures, in each case entered into in respect of
Indebtedness permitted pursuant to this Section 6.01 and any refinancing thereof permitted by clause
(f) hereof.


 


SECTION 6.02
Liens. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:


 


 (a)           Liens created pursuant to any Loan Document;




 


 (b)           Permitted Encumbrances;




 


(c)           any
Lien on any property or asset of Holdings or any Restricted Subsidiary existing on the date hereof and set forth in Schedule
6.02; provided, that (i) such Lien shall not apply to any other property or asset of Holdings or such Restricted
Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount thereof or, in the
case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) in accordance
with Section 6.01(f) hereof;


 






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(d)           any
Lien existing on any property or asset prior to the acquisition thereof (including by way of any Permitted Acquisition) by the
Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary (or
of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction
permitted hereunder) after the Effective Date prior to the time such Person becomes a Restricted Subsidiary (or is so merged or
consolidated); provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition
or such Person becoming a Restricted Subsidiary (or such merger or consolidation), as the case may be, (ii) such Lien shall
not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only
those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary (or
is so merged or consolidated), as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof or, in the case of any such obligations constituting Indebtedness that are permitted under Section 6.01(b) in
accordance with Section 6.01(f) hereof;


 


(e)            Liens
on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease
Obligation incurred) by the Borrower or any Restricted Subsidiary; provided, that (i) such Liens secure
Indebtedness permitted by clause (e) of Section 6.01 and obligations relating thereto not
constituting Indebtedness, (ii) such Liens and any Indebtedness secured thereby are incurred prior to or within 180 days
after such acquisition or the completion of such construction or improvement; provided that this clause
(ii) shall not apply to any extensions, renewals or replacements of any such Indebtedness permitted by clause
(e) of Section 6.01 or any Lien securing such Indebtedness,
(iii) any Indebtedness secured thereby does not exceed 110%
of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall
not apply to any other property or assets of the Borrower or such Restricted Subsidiary;


 


(f)            Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect
in the relevant jurisdiction covering only the items being collected upon;


 


(g)           Liens
granted by a Restricted Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness
owed by such Restricted Subsidiary;


 


(h)           Liens
arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer
of goods;


 


(i)            broker’s
Liens, bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents
on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case, granted in the ordinary
course of business in favor of the bank or banks with which such accounts are maintained, including any such Liens or rights of
setoff securing amounts owing in the ordinary course of business to such bank with respect to cash management and operating account
arrangements, including those involving pooled accounts and netting arrangements;


 


(j)            licenses,
sub-licenses and other similar encumbrances incurred in the ordinary course of business or that do not materially interfere with
the ordinary conduct of the business of the Borrower or any Restricted Subsidiary;


 


(k)           Liens
(i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the
related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only
attach to such goods or assets, and (ii) 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;


 






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(l)            Liens
on cash or Cash Equivalents constituting earnest money deposits, escrow arrangements or similar arrangements made by the Borrower
or any Restricted Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other
investments to the extent permitted under Section 6.04;


 


(m)          Liens
solely on cash collateral securing Indebtedness consisting of reimbursement obligations in respect of the Existing Letters of Credit
permitted pursuant to Section 6.01(v);


 


(n)           (i) Liens
in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05,
customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof or (ii) Liens
arising on property or assets subject to sales or dispositions permitted pursuant to Section 6.05 pending the consummation
of such sale or disposition; provided that if such sale or disposition is not consummated such Liens shall be released and
discharged;


 


(o)           Liens
granted by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred by such Subsidiary under Section 6.01;


 


(p)           Liens
on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance
premiums with respect thereto under Section 6.01(t);


 


(q)           purported
Liens evidenced by the filing of precautionary UCC financing statements or similar precautionary public filings;


 


(r)           Ground
leases in respect of real property on which facilities owned or leased by any Loan Party or any Subsidiary are located; and


 


(s)           other
Liens of Holdings or any Restricted Subsidiary in an aggregate principal amount not exceeding the greater of (i) $35.0 million
and (ii) 35% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required
to be) delivered to the Administrative Agent, at any time outstanding.


 


SECTION 6.03     Fundamental
Changes.


 


(a)           No
Loan Party will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its
Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (including, in each case,
pursuant to a division as set forth in Section 1.07), except that, if at the time thereof and immediately after
giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may
merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation,
(ii) any Subsidiary of the Borrower may merge into the Borrower or any Loan Party that is a Subsidiary of the Borrower
in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into or consolidate with any
Loan Party or any of its Subsidiaries in a transaction so long as, in the case of a merger or consolidation involving any
Loan Party or Material Foreign Subsidiary, any such Loan Party or Material Foreign Subsidiary party to such merger or
consolidation is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of
its assets to the Borrower or to another Restricted Subsidiary, (v) any Restricted Subsidiary that is not a Loan Party
may liquidate or dissolve if the Loan Party which owns such Restricted Subsidiary determines in good faith that such
liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders,
(vi) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person in a transaction
permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a
Restricted Subsidiary and (vii) any Restricted Subsidiary may liquidate or dissolve if in connection with such
liquidation or dissolution, substantially all the assets of such Restricted Subsidiary are transferred to a Loan Party (to
the extent such Restricted Subsidiary being liquidated or dissolved is a Loan Party); provided, that any such merger
or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be
permitted unless also permitted by Section 6.04 (if applicable).


 






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Notwithstanding
anything to the contrary in the foregoing, each Loan Party and each of its Restricted Subsidiaries shall be permitted to enter
into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03
at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting
the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02
or (ii) Payment in Full; provided, further, that such agreement shall (x) not contain any provision imposing
fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination
provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the
preceding proviso have not been satisfied by such time.


 


(b)           No
Loan Party will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other
than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses
which are, in the good faith judgment of the Borrower, similar, complementary or substantially related thereto or are reasonable
extensions thereof.


 


(c)            Holdings
shall not (i) engage in any business or activity or own any assets other than (1) the incurrence of Indebtedness
and other obligations under this Agreement and the other Loan Documents or permitted pursuant to Sections
6.01(c) or 6.01(d) of this Agreement; (2) creating or suffering to exist any Lien upon any property
or assets now owned or hereafter acquired, leased or licensed by it under the Collateral Documents to which it is a party or
permitted pursuant to Sections 6.02(a) or 6.02(c); (3) the direct or indirect ownership of all
outstanding Equity Interests in the Borrower and other Subsidiaries and the ownership of tradenames, patents and other
related intellectual property and the licensing of patents; (4) performing its obligations and activities incidental
thereto under the Loan Documents or other documents evidencing any other Indebtedness or other obligations that it is
otherwise permitted to incur hereunder; (5) making and receiving Restricted Payments and investments to the extent
permitted by this Agreement or documents evidencing any Indebtedness or other obligation that it is permitted to incur
hereunder; (6) maintaining its corporate or other entity existence; (7) participating in tax, accounting and other
administrative activities as the parent of a consolidated group of companies; (8) the performing of activities in
preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity
Interest; (9) the providing of indemnification to officers, managers and directors and (10) any activities
incidental to the foregoing, (ii) sell or otherwise dispose of any Equity Interests of the Borrower; (iii) create
or acquire any Subsidiary or make or own any investment in any Person other than the Borrower; or (iv) fail to hold
itself out to the public as a legal entity separate and distinct from all other Persons.


 


 (d)            Holdings will not change its
fiscal year which currently ends on December 31 of each year.




 






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SECTION 6.04
Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Restricted Subsidiary
to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly-owned Subsidiary
prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other
right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction
or a series of transactions) any assets of any other Person constituting a business unit, except:


 


 (a)     
   investments in cash and Cash Equivalents;




 


 (b)     
   investments in existence on the date of this Agreement and described in Schedule 6.04;




 


(c)     
   investments by Holdings, the Borrower and its Restricted Subsidiaries in the capital stock of
their respective Restricted Subsidiaries; provided, that the aggregate amount of such investments (together with the
aggregate amount of loans and advances described in Section 6.04(d)) made after the Effective Date, as of any
date of determination, made by Holdings, the Borrower or the other Loan Parties in the capital stock of their respective
Restricted Subsidiaries that are not Loan Parties does not at any time exceed an amount equal to the greater of $11 million
and 11% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to
be) delivered to the Administrative Agent, at any time outstanding (with the amount of any such investments being the
original cost of such investment, less all repayments, returns, dividends and distributions, in each case received in cash in
respect of such investment and less all liabilities effectively assumed by a person other than any Loan Party or any
Restricted Subsidiary thereof in connection with the sale of any such investment);


 


(d)          loans
or advances made by Holdings, the Borrower or any of its Restricted Subsidiaries to Holdings, the Borrower or any other Restricted
Subsidiary; provided, that the aggregate amount of such loans and advances (together with the aggregate amount of investments
described in Section 6.04(c)) made after the Effective Date by Holdings, the Borrower or the other Loan Parties to
Restricted Subsidiaries that are not Loan Parties at any time outstanding does not, as of any date of determination, exceed an
amount equal to the greater of $11 million and 11% of EBITDA for the most recently ended Reference Period for which financial statements
have been (or were required to be) delivered to the Administrative Agent;


 


 (e)     
    Guarantees constituting Indebtedness permitted by Section 6.01;




 


 (f)     
     Permitted Acquisitions;




 


(g)          (i) loans
and advances to employees of the Borrower or any Restricted Subsidiaries in the ordinary course of business (including to finance
the purchase of Equity Interests of the Borrower) in an aggregate amount for the Borrower and its Restricted Subsidiaries not to
exceed the greater of $11 million and 11% of EBITDA for the most recently ended Reference Period for which financial statements
have been (or were required to be) delivered to the Administrative Agent at any time outstanding and (ii) payroll, travel,
entertainment, relocation and similar advances to cover matters that are expected at the time of such advances ultimately to be
treated as expenses of the Borrower or any Restricted Subsidiary for accounting purposes and that are made in the ordinary course
of business;


 


(h)          investments
received in connection with the bankruptcy or reorganization of any Person or in settlement of obligations of, or disputes with,
any Person arising in the ordinary course of business;


 


 (i)     
     Swap Agreements permitted by Section 6.06;




 






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(j)            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;


 


(k)           investments
made in joint ventures and Unrestricted Subsidiaries in an aggregate outstanding amount not to exceed the greater of (i) $20
million and (ii) 20% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were
required to be) delivered to the Administrative Agent at any time outstanding;


 


(l)            to
the extent constituting investments, performance guarantees of obligations of the Borrower’s Restricted Subsidiaries in the
ordinary course of business;


 


(m)           in
addition to investments otherwise expressly permitted by this Section 6.04, investments, loans and advances by the
Borrower or any of its Restricted Subsidiaries in an aggregate amount (valued at cost) not to exceed the greater of (i) $20
million and (ii) 20% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were
required to be) delivered to the Administrative Agent at any time outstanding;


 


(n)           additional
investments by the Borrower or any of its Restricted Subsidiaries, so long as (i) (x) if such investment is made as or in
connection with a Limited Condition Acquisition, no Event of Default under clauses (a), (b), (h) and (i) has
occurred and is continuing or would immediately result therefrom or
(y) in each other case, no Event of Default has
occurred and is continuing or would immediately result therefrom and (ii) the Total Net Leverage Ratio for the most
recently ended Reference Period for which financial statements have been (or were required to be) delivered to the
Administrative Agent does not exceed 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such
investment); provided that any Limited Condition Acquisition remains subject to the terms of Section 1.08 hereof;


 


(o)           investments
of any Person existing at the time such Person becomes a Subsidiary or consolidates or merges with the Borrower or any Subsidiary
so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger;


 


(p)           investments
resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrance”;


 


(q)           investments
made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance
with Section 6.05;


 


(r)            investments
that result solely from the receipt by the Borrower or any Subsidiary from any of its Subsidiaries of a dividend or other Restricted
Payment in the form of Equity Interests;


 


(s)            mergers
and consolidations permitted under Section 6.03 that do not involve any Person other than the Borrower and Restricted
Subsidiaries that are wholly-owned Restricted Subsidiaries;


 


(t)            to
the extent constituting investments, advances to or from a Foreign Subsidiary in respect of transfer pricing and cost-sharing arrangements
(i.e. “cost-plus” arrangements) in connection with the services provided by such Foreign Subsidiary to a Loan Party;
and


 


 (u)            to the extent constituting investments, any Permitted Equity Derivatives.




 






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SECTION 6.05   Asset
Dispositions; Sale and Leaseback Transactions.


 


(a)         No
Loan Party will, nor will it permit any Restricted Subsidiary to, make any Disposition except:


 


(i)          Dispositions
of surplus, obsolete or worn out property, or property that is similarly no longer useful to the business whether now owned or
hereafter acquired, in the ordinary course of business;


 


(ii)         Dispositions
(including non-exclusive licenses) of inventory in the ordinary course of business;


 


(iii)        Dispositions
of equipment or other assets to the extent that (A) such property is exchanged for credit against the purchase price of similar
replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;


 


(iv)        Dispositions
of property by the Borrower to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrower or any other Restricted
Subsidiary; provided, that the aggregate amount of such Dispositions, as of any date of determination, made by Holdings,
the Borrower or the other Loan Parties to Restricted Subsidiaries that are not Loan Parties does exceed an aggregate amount equal
to


 


$10 million;


 


 (v)         Dispositions permitted by Sections 6.03, 6.04, 6.05(b), 6.07 and 6.08;




 


(vi)        Dispositions
of overdue accounts receivable solely in connection with the collection or compromise thereof;


 


(vii)       Dispositions
pursuant to operating leases (not in connection with any sale and leaseback transactions or other Capital Lease Obligations) entered
into in the ordinary course of business;


 


 (viii)      Dispositions of property and assets subject to condemnation and casualty events;




 


 (ix)         Dispositions of cash and Cash Equivalents in the ordinary course of business;




 


(x)          Dispositions
by the Borrower and any Restricted Subsidiary not otherwise permitted under this Section 6.05(a); provided,
that (A) at the time of such Disposition, no Event of Default shall exist or would immediately result from such
Disposition, (B) the Borrower or any of its Restricted Subsidiaries, as the case may be, receives consideration at least
equal to the fair market value of the property being Disposed and (C) with respect to any Disposition (or series of
related Dispositions) pursuant to this clause (C) for a purchase price in excess of the greater of $6.5 million and 6.5%
of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be)
delivered to the Administrative Agent, the Borrower or a Restricted Subsidiary, as the case may be, shall receive not less
than 75% of such consideration (determined on the date a binding commitment for such Disposition was entered into) in the
form of cash or Cash Equivalents (or Designated Non-Cash Consideration); provided, that any Designated Non-Cash
Consideration received by the Borrower or any such Restricted Subsidiary in respect of such Disposition having an aggregate
fair market value, taken together will all other Designated Non-Cash Consideration received pursuant to this clause
(C) that is at that time outstanding, not in excess of the greater of $13 million and 13% of EBITDA for the most
recently ended Reference Period for which financial statements have been (or were required to be) delivered to the
Administrative Agent million, shall be deemed to be cash, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value;


 






    	 	89	 



     


    

 


 (xi)          Dispositions of non-core
assets in connection with Permitted Acquisitions;




 


(xii)          in
addition to Dispositions otherwise expressly permitted by this Section 6.05, Dispositions in an aggregate amount not
to exceed the greater of (i) $19.5 million and (ii) 10% of Consolidated Total Assets for the most recently ended Reference
Period for which financial statements have been (or were required to be) delivered to the Administrative Agent;


 


(xiii)         the
elimination or forgiving of intercompany balances in connection with intercompany restructurings (including dissolutions, liquidations
and mergers) between or among the Borrower and Subsidiaries that are Loan Parties;


 


(xiv)        Disposition
of patents, trademarks, copyrights and other intellectual property (i) in the ordinary course of business or that do not materially
interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary or (ii) which, in the reasonable
judgment of the Borrower or any Subsidiary, are determined to be uneconomical, negligible or obsolete in the conduct of business;
and


 


(xv)         direct
or indirect transfers or other Dispositions by any Subsidiary of any foreign assets or the Equity Interests of a Foreign Subsidiary
to any other Subsidiary that is a Loan Party in connection with the consolidation of foreign operations.


 


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


 


SECTION 6.06
Swap Agreements. No Loan Party will, nor will it permit any Restricted Subsidiary to, enter into any Swap Agreement, except
(a) Swap Agreements entered into to hedge or mitigate risks (including foreign currency exchange risks) to which the Borrower
or any Restricted Subsidiary has actual or reasonably anticipated exposure (other than those in respect of Equity Interests of
the Borrower or any of its Restricted Subsidiaries), (b) Swap Agreements entered into in order to effectively cap, collar
or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect
to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary and (c) any Permitted Equity
Derivatives.


 


SECTION 6.07
Restricted Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(a)            (i) Holdings
may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, and
(ii) Restricted Subsidiaries may declare and pay dividends, make other distributions or make other Restricted Payments ratably
with respect to their Equity Interests (or, if not ratably, on a basis more favorable to Holdings and such Subsidiaries);


 






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(b)           the
Borrower may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make any Restricted Payments paid
in cash to shareholders of Holdings, so long as (i) no Event of Default has occurred and is continuing or would immediately
result therefrom (ii) immediately before and after giving effect to such Restricted Payment, the Loan Parties shall be in
pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have
been (or were required to be) delivered to the Administrative Agent and (iii) the Total Net Leverage Ratio for the most recently
ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent
does not exceed 6.00 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Payment); provided,
that, to the extent any such cash Restricted Payment has been publically announced prior to the date on which such Restricted Payment
is to be made, such Restricted Payment shall be permitted on the applicable scheduled date notwithstanding the Total Net Leverage
Ratio as calculated on such scheduled date so long as such Restricted Payment would have been permitted to be made on the date
on which it was publically announced;


 


(c)            issuances
of Equity Interests to sellers of Permitted Acquisitions in satisfaction of obligations of the type described in Section 6.01(j);


 


(d)           Holdings
may repurchase, redeem, retire or otherwise acquire for value Equity Interests (including any stock appreciation rights in respect
thereof or pursuant to and in accordance with stock option plans or other equity or benefit plans) of Holdings from current or
former employees, officers or directors; provided, that the aggregate annual cash payments in respect of such repurchases,
redemptions, retirements and acquisitions (which for the avoidance of doubt shall not include net settlements of equity awards
to satisfy tax withholding obligations) shall not exceed the greater of $5 million or 5% of EBITDA for the most recently ended
Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent;


 


(e)            in
addition to Restricted Payments otherwise expressly permitted by this Section 6.07, Restricted Payments in an aggregate
amount not to exceed the greater of (i) $20 million and (ii) 20% of EBITDA for the most recently ended Reference Period
for which financial statements have been (or were required to be) delivered to the Administrative Agent;


 


(f)            Holdings
may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection
with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings;


 


(g)           Holdings
may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares if such Equity Interests
represent a portion of the exercise price of such stock options, deferred stock units or restricted shares;


 


(h)           concurrently
with any issuance of Qualified Equity Interests, Holdings may redeem, purchase or retire any Equity Interests of Holdings using
the proceeds of, or convert or exchange any Equity Interests of Holdings for, such Qualified Equity Interests;


 


(i)            the
purchase of any Permitted Equity Derivatives in connection with the issuance of any Convertible Debt permitted under Section 6.01
(and the replacement of any such Permitted Equity Derivatives); provided, that the purchase price for such Permitted Equity
Derivatives net of any proceeds relating to any concurrent sale or termination of any Permitted Equity Derivatives, in respect
of any such Convertible Debt does not exceed the net cash proceeds from such issuances of Convertible Debt;


 


(j)            required
payments of interest, repurchases, exercises, redemptions, settlements, early terminations, early cancellations or
conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s),
whether settled in Equity Interests (other than Disqualified Equity Interests) of Holdings, cash in lieu thereof or a
combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided,
that any cash payment made pursuant to this Section 6.07(j), other than required payments of interest, shall also
be subject to compliance with Section 6.07(b), Section 6.07(e) or Section 6.07(f);


 






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(k)            the
settlement or termination of (whether in whole or in part and including by netting or set-off) any Permitted Equity Derivatives
by (i) delivery of Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) the delivery of cash,
or (iii) the delivery of a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash,
in lieu of the issuance of fractional shares; provided, that the entry into such Permitted Equity Derivative was not prohibited
by this Agreement; provided, further, that any cash settlement or termination consummated pursuant to clause (ii) or
clause (iii) hereof shall also be subject to compliance with Section 6.07(b), Section 6.07(e) or
Section 6.07(f); and


 


(l)            Borrower
or any Subsidiary of Holdings may make dividends, directly or indirectly, to Holdings (and Holdings may pay to any direct or indirect
parent company of Holdings) to permit Holdings (or any such direct or indirect parent company) to pay, for any taxable period for
which Holdings, Borrower or any Subsidiaries of Holdings are members of a consolidated, combined or similar income tax group for
federal and/or applicable state, local or non-U.S. income tax purposes or are entities treated as disregarded from any such members
for U.S. federal income tax purposes (a “Tax Group”) of which Holdings (or any direct or indirect parent company of
Holdings) is the common parent, any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by
Holdings (or such direct or indirect parent company of Holdings) for such taxable period, but only to the extent attributable to
the Borrower and/or Subsidiaries of Holdings; provided, that the amount of such dividends for any taxable period shall not
exceed the amount of such Taxes that Borrower and/or the applicable Subsidiaries of Holdings would have paid had Borrower and/or
such Subsidiaries of Holdings, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate tax group); and


 


(m)          Borrower
or any Subsidiary of Holdings may make dividends, directly or indirectly, to Holdings (and Holdings may pay to any direct or indirect
parent company of Holdings) to permit Holdings (or any such direct or indirect parent company) to pay fees and expenses (including
franchise, capital stock, minimum and other similar Taxes) required to maintain its corporate existence.


 


SECTION 6.08
Restricted Debt Payments. No Loan Party will, nor will it permit any Restricted Subsidiary to pay or make, or agree to pay
or make, directly or indirectly, any voluntary principal payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Junior Indebtedness prior to the scheduled maturity thereof (it being understood that payments
of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification
obligations shall be permitted) (any such payment, purchase, redemption, defeasance or other acquisition, a “Restricted
Debt Payment”), except:


 


(a)           Restricted
Debt Payments in an aggregate amount not to exceed the greater of (i) $20 million and (ii) 20% of EBITDA for the most
recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative
Agent;


 


(b)           additional
Restricted Debt Payments, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom
and (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been
(or were required to be) delivered to the Administrative Agent does not exceed 6.00 to 1.00 on a pro forma basis (after giving
effect to the making of such Restricted Debt Payment);


 






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(c)            refinancings
of Junior Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01(f);


 


(d)            payments
of Junior Indebtedness that becomes due as a result of (A) the voluntary sale or transfer of assets or (B) any casualty
or condemnation proceeding (including a disposition in lieu thereof) of any assets, subject to any right held by the Lenders under
this Agreement;


 


(e)            payments
of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests);


 


(f)            repurchases,
exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and
including by netting or set-off) any Convertible Debt permitted under Section 6.01(s), whether settled in (i) Equity
Interests (other than Disqualified Equity Interests) of Holdings, (ii) cash in lieu thereof or (iii) a combination
of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that
any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be subject to
compliance with Section 6.08(a), Section 6.08(b) or Section 6.08(c); and


 


(g)           payments
of or in respect of (i) Junior Indebtedness incurred by any Subsidiary that is not a Loan Party or (ii) Indebtedness
incurred by any Subsidiary that is not a Loan Party which is owing to any Loan Party.


 


SECTION 6.09 Transactions
with Affiliates. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, if such transactions or any series of such transactions involves aggregate
consideration or value in excess of $2.0 million except (a) transactions that (i) are in the ordinary course of
business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or such Restricted
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between
or among the Loan Parties and any Restricted Subsidiary not involving any other Affiliate, (c) any Restricted Payment
permitted by Section 6.07, (d) reasonable and customary director, officer and employee compensation
(including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and
indemnification arrangements, (e) transactions described in Schedule 6.09, (f) loans or advances to
employees and payroll, travel and similar advances to cover matters, in each case permitted under Section 6.04(g),
(g) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment agreements, stock options and stock ownership plans and (h) employment and severance arrangements
entered into in the ordinary course of business between Holdings or any Subsidiary and any employee thereof and approved by
Holdings’ board of directors.


 






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SECTION 6.10 Restrictive
Agreements. No Loan Party will, nor will it permit any Restricted Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon
(a) the ability of such Loan Party or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien
upon any of its property or assets constituting Collateral (provided that the foregoing clause (a) shall not apply to
(i) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by clause
(e) or (o) of Section 6.01 if such restrictions and conditions apply only to the assets securing such
Indebtedness and (ii) customary restrictions in leases and other agreements restricting the assignment thereof), or
(b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its
capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Restricted Subsidiary (provided that the foregoing clause (b) shall not apply
to restrictions and conditions imposed by any agreement relating to Indebtedness of any Subsidiary in existence at the time
such Subsidiary became a Subsidiary and otherwise permitted by clause (o) of Section 6.01 if such
restrictions and conditions apply only to such Subsidiary); except for: (i) such encumbrances or restrictions existing
under or by reason of applicable law or any Loan Document; (ii) restrictions and conditions existing on the date hereof
identified on Schedule 6.10 (or any extension or renewal of, or any amendment or modification or replacement not
expanding the scope of, any such restriction or condition); (iii) customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary or other property pending such sale, provided such restrictions and
conditions apply only to the Subsidiary or other property that is to be sold and such sale is permitted hereunder;
(iv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing such Indebtedness;
(v)  customary provisions in leases and other contracts
restricting the assignment thereof; (vi) customary restrictions contained in any software licenses; (vii) without
affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational
documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership
in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party,
restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders
agreement solely to the extent of the Equity Interests of or property held in the subject joint venture;
(ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the
property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any
agreement in effect at the time a Person becomes a Restricted Subsidiary of the Borrower (including any amendments thereto
that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such
encumbrances and restrictions than those prior to such amendment or refinancing), so long as such agreement was not entered
into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower and imposes
restrictions only on such Person and its assets; (xi) restrictions on cash or other deposits required by suppliers or
landlords under contracts entered into in the ordinary course of business; or (xii) without affecting the Loan
Parties’ obligations under Section 5.09, restrictions imposed solely on foreign Subsidiaries pursuant to
any Swap Agreement entered into by the Borrower or any Restricted Subsidiary and permitted pursuant to Section 6.06.


 


SECTION 6.11
Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to (a) amend, modify
or waive any of its rights under its certificate of incorporation, by-laws, operating or other organizational documents or (b) voluntarily
amend, voluntarily modify or waive any provision of any documentation governing or evidencing any Material Indebtedness, in each
case, to the extent any such amendment, modification or waiver would be materially adverse to the Lenders.


 


SECTION 6.12
Financial Covenant. Beginning with the first full fiscal quarter ending after the Effective Date, the Loan Parties will
not permit the First Lien Net Leverage Ratio, determined for the four consecutive fiscal quarter period ending on the last day
of each applicable fiscal quarter, to be more than 4.00 to 1.00.


 


ARTICLE VII


 


EVENTS OF
DEFAULT


 


If any of the following events shall occur and be
continuing (each, an “Event of Default”):


 


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


 






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


 


(c)            any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this
Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made (unless, in the
case of any such representation and warranty made pursuant to Section 3.13 of this Agreement or Section 3.1
of the Security Agreement, such misstatement was made with respect to Collateral having a book value not exceeding $6.5 million,
and such false or misleading representation or warranty, to the extent capable of being cured, shall continue to be incorrect or
otherwise unremedied, or shall not be waived, for a period of thirty days after receipt of written notice thereof from the Administrative
Agent to the Borrower;


 


(d)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03
(with respect to maintaining a Loan Party’s existence), 5.08 or in Article VI;


 


(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan
Document (other than those which constitute a default under another Section of this Article VII), and such failure
shall continue unremedied for a period of thirty days after the earlier of any Loan Party’s knowledge of such breach or receipt
of written notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach
relates to terms or provisions of any other Section of this Agreement;


 


(f)            any
Loan Party or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness (other than (i) the Obligations and (ii) the Existing Letters of Credit to the
extent the Existing Letters of Credit are fully cash collateralized), when and as the same shall become due and payable (after
giving effect to any applicable grace period in respect of such failure under the documentation representing such Material Indebtedness);


 


(g)           any
event or condition occurs that results in any Material Indebtedness (other than (i) the Obligations and (ii) the Existing
Letters of Credit to the extent the Existing Letters of Credit are fully cash collateralized) becoming due prior to its scheduled
maturity or that enables or permits (with all applicable grace periods in respect of such event or condition under the documentation
representing such Material Indebtedness having expired) the holder or holders of any such Material Indebtedness or any trustee
or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (g) shall not
apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness, (ii) any Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted
under Section 6.01 or (iii) repurchases, exercises, redemptions, settlements, early terminations, early cancellations
or conversions of (whether in whole or in part and including by netting or set-off) or the right to do any of the foregoing to
any Convertible Debt permitted under Section 6.01(s) (unless any such repurchase, exercise, redemption, settlement,
early termination, early cancellation or conversion occurs as a result of a default by Holdings or any other Loan Party thereunder,
an event of the type that constitutes an Event of Default or the inability to satisfy Sections 6.07(b), 6.07(e),
6.07(f), 6.08(a), 6.08(b) or 6.08(c) hereunder in connection therewith);


 






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


 


(i)            any
Loan Party or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation
(other than any liquidation permitted under Section 6.03(a)(v)), reorganization or other relief under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this
Article VII, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for such Loan Party or Material Foreign Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) the board of directors (or similar governing body) of any Loan Party or any Restricted
Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the foregoing;


 


(j)            any
Loan Party or any Restricted Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;


 


(k)           one
or more judgments for the payment of money in an aggregate amount in excess $6.5 million (not paid or fully covered by insurance
company as to which the relevant insurance company has acknowledged coverage) shall be rendered against any Loan Party, any Restricted
Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for a period of sixty consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of any Loan Party or any Restricted Subsidiary of any Loan Party to enforce any such judgment;


 


(l)            an
ERISA Event shall have occurred that would reasonably be expected to result in Material Adverse Effect;


 


 (m)          a Change in Control shall occur;




 


 (n)           [reserved];




 


(o)           the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken by any Loan Guarantor to discontinue or
to assert the invalidity or unenforceability of the Loan Guaranty or any Loan Guarantor shall deny that it has any further liability
under the Loan Guaranty to which it is a party, or shall give notice to such effect; or


 


(p)            (i)
any material provision of any Collateral Document or any other Loan Document shall for any reason cease to be valid, binding
and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Collateral Document
or other Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any
material provision of any Collateral Document or other Loan Document has ceased to be or otherwise is not valid, binding and
enforceable in accordance with its terms), other than as a result of acts or omissions of the Administrative Agent, the
Lenders or their respective Related Parties or any Lien purported to be created under any Collateral Document shall cease to
be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral purported to be covered
thereby (other than with respect to Collateral collectively having a book value not exceeding $6.5 million with the priority
required by the applicable Collateral Document, except (A) as permitted by or pursuant to the terms of any Collateral
Document or other Loan Document or (B) as a result of the acts or omissions of the Administrative Agent, the Lenders or
any of their Related Parties, including the Administrative Agent’s failure to (1) maintain possession of any stock
certificates, promissory notes or other instruments delivered to it under the Collateral Documents, or (2) file Uniform
Commercial Code continuation statements;then, and in every such event (other than an
event with respect to the Borrower described in clause
(h) or (i) of this Article VII),
and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the
Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due
and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of
this Article VII, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower. Upon the occurrence and the continuance of an Event of Default, the Administrative Agent may,
and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under
the Loan Documents or at law or equity, including all remedies provided under the UCC.


 






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ARTICLE VIII


 


THE ADMINISTRATIVE AGENT


 


SECTION 8.01
Appointment. Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing
Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative
Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition,
to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby
grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such
jurisdiction on such Lender’s or Issuing Bank’s behalf. The provisions of this Article VIII are solely
for the benefit of the Administrative Agent and the Lenders (including the Issuing Bank), and the Loan Parties shall not have rights
as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States
of America, each of the Lenders and Secured Parties hereby grants to the Administrative Agent any required powers of attorney to
execute any Collateral Document or other Loan Document governed by the laws of such jurisdiction on such Lender’s or Secured
Party’s behalf.


 






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SECTION
8.02 Rights as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the
Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent
hereunder.


 


SECTION
8.03 Duties and Obligations. The Administrative Agent or the Lead Arranger, as applicable, shall not have any duties
or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent or the Lead Arranger, as applicable, (a) shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by
the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), provided that
the Administrative Agent shall not be required to take any action that, in the reasonable opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law and
(c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any
Lender or any Issuing Bank, 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 Affiliates, that is communicated
to, obtained or in the possession of, the Administrative Agent, the Lead Arranger or any of their Related Parties in any
capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent or the Lead Arranger, as applicable,
shall not 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 necessary under the circumstances as provided in Section 9.02)
or in the absence of its own bad faith, gross negligence or willful misconduct as determined by a final nonappealable
judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default
or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender
(which notice shall specify that it is a “notice of a Default” or a “notice of an Event of Default”,
as applicable, and specify the basis for such notice). In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders and the Issuing Bank. Subject to Section 8.04, the
Administrative Agent shall take such action (or refrain from taking such action) with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02). The Administrative Agent and the Lead Arranger
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation,
perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any
condition set forth in Article IV (and in determining compliance with any condition hereunder to any Credit
Event, the Administrative Agent may presume that such condition is satisfied unless such the Administrative Agent shall have
received notice to the contrary from the Borrower or any Lender or Issuing Bank prior to such Credit Event) or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a
“syndication agent,” “documentation agent,” “lead arranger,” “bookrunner” or
other similar term 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 (including the
Administrative Agent) 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 (including the Administrative
Agent) so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 






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SECTION
8.04 Reliance. Each of the Administrative Agent and each Lead Arranger shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to
be genuine and to have been signed, sent or otherwise authenticated by the proper Person; provided that nothing in
this Section 8.04 shall entitle the Administrative Agent to rely on any notice, request, certificate, consent,
statement, instrument, document or other writing purporting to be a direction of the Required Lenders unless such writing
shall have been executed by Persons that would constitute the Required Lenders (assuming all such signatures to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person), as determined in accordance with the
principal amounts set forth in the Register pursuant to Section 9.04(b)(iv). Each of the Administrative Agent and
each Lead Arranger also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agent and each Lead Arranger
may consult with legal counsel (who may be counsel for the Borrower or its Affiliates), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts. The Administrative Agent may deem and treat each Lender specified in the Register with
respect to any amount owing hereunder as the owner thereof for all purposes including any voting, direction or other Lender
thresholds. The Administrative Agent shall be fully justified in failing or refusing to take any action at the direction of
the Lenders under this Agreement or any other Loan Document (including pursuant to Article VII and Section 8.02)
unless (x) it shall first receive such advice, concurrence or negative consent of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) as it
deems appropriate and (y) it shall first be indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take any such action (which satisfaction may
require such indemnity from such Lenders to be a joint and several obligation of such Lenders); provided, that the
foregoing shall not limit or restrict the right of any Loan Party to assert claims or rights in connection with the Loan
Documents. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and such
request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders
of the Loans. The Administrative Agent shall in all cases be fully protected from any claims made by any Lender in respect of
any act or failure to act that is ratified by Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) and such ratification shall be binding upon all
Lenders and all future holders of the Loans.


 


SECTION
8.05 Actions through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.


 






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SECTION 8.06     Resignation.


 


(a)            Subject
to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor (which successor shall be a bank selected from
among the Lenders that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. If no
successor shall have been so appointed by the Required Lenders (and approved by the Borrower) and shall have accepted such appointment
within thirty days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a commercial bank
or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor, unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor
Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring
Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness
of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation
stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents; provided, that, solely for purposes of maintaining any security interest granted to
the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent
shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the
case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until
such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being
understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under
any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the
Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent; provided, that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative
Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all
notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be
given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation
from its capacity as such, the provisions of this Article VIII, Section 2.17(d) and Section 9.03,
as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent including and in respect of
the matters referred to in the proviso under clause (a) above. Each appointment under this Section 8.06(a) shall
be subject to the prior written consent of the Borrower, which may not be unreasonably withheld but shall not be required during
the continuance of a Default or Event of Default. If the Administrative Agent is an Issuing Bank, or if an Affiliate of the Administrative
Agent is an Issuing Bank, and such Issuing Bank and its Affiliates shall no longer hold any Loans or Commitments, then such Issuing
Bank shall be deemed to have submitted its notice of resignation as Issuing Bank concurrently with such resignation as Administrative
Agent delivered pursuant to this Section 8.06(a) (and, for the avoidance of doubt, the Borrower shall be deemed
to have waived any notice period that may be required).


 






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(b)            Defaulting
Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clauses (d) or (e) of
the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the
Borrower and such Person remove such Person as Administrative Agent and, with consent of the Borrower (which may not be
unreasonably withheld but shall not be required during the continuance of a Default or Event of Default), appoint a
successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective
Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.


 


SECTION
8.07 Non-Reliance. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial
loans and letters of credit and not investments in a business enterprise or securities. The Administrative Agent and Lead
Arranger hereby inform the Lenders that each such Person is not undertaking to provide investment advice or to give advice in
a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest
in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other
payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents
(ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the
amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may
receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise,
including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees,
agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees,
fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing. Each Lender further represents
that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has,
independently and without reliance upon the Administrative Agent or the Lead Arranger any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance
upon the Administrative Agent or the Lead Arranger or any other Lender and based on such documents and informa- tion (which
may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower
and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished
hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise
transfer its rights, interests and obligations hereunder.


 


SECTION
8.08 Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties.


 


(a)            The
Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise
set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall
have the exclusive right on behalf of the Lenders to (i) enforce the payment of the principal of and interest on any Loan after
the date such principal or interest has become due and payable pursuant to the terms of this Agreement and (ii) to file and
prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the
Lenders, the Issuing Bank and the Administrative Agent allowed in such judicial proceeding.


 






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(b)            In
its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
“secured party” as defined in the New York Uniform Commercial Code. Each Lender (and other Secured Party by its acceptance
of the benefits of the Loan Documents) authorizes the Administrative Agent to enter into each of the Collateral Documents to which
it is a party and to take all action contemplated by such documents. Each Lender (and other Secured Party by its acceptance of
the benefits of the Loan Documents) agrees that no Secured Party (other than the Administrative Agent) shall have the right individually
to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies
may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents.
In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative
Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any
Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on
behalf of the Secured Parties.


 


SECTION
8.09 Lenders Not Subject to ERISA. Each Lender as of the Effective Date represents and warrants to the Administrative
Agent, the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the
Borrower or any other Loan Party, that such Lender is not and will not be (a) an employee benefit plan subject to Title
I of ERISA, (b) a plan or account subject to Section 4975 of the Code; (c) an entity deemed to hold
“plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (d) a “governmental
plan” within the meaning of ERISA.


 


SECTION
8.10 Exculpatory Provisions. None of the Administrative Agent, the Lead Arranger, or their respective Affiliates or
any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable to
the Lenders for any action lawfully taken or omitted to be taken by it or such person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and non-appealable
decision of a court of competent jurisdiction to have resulted from its or such Person’s own bad faith, gross
negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals,
certifications, statements, representations or warranties made by any Loan Party or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.


 


The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.


 


No holder
of Swap Agreement Obligations or Cash Management Obligations that obtains the benefits of Section 2.18, any Guarantee or any
Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to
consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity as a Lender (and, solely to the extent such
holder is also a Lender hereunder) and, in such case, only to the extent expressly provided in the Loan Documents. Without limiting
the generality of the foregoing, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, Secured Obligations arising under Swap Agreement or in connection with Banking Services
unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable holder of such Secured Obligations.


 






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ARTICLE IX


 


MISCELLANEOUS


 


SECTION
9.01     Notices.


 


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


 


		(i)	if to any Loan Party, to the Borrower at: 



 


JAMF Holdings, Inc.


100 Washington Ave S, Suite 1100


Minneapolis, MN 55401


Attention: Chief Financial
Officer


Fax: (612) 332-9054


 


with a copy to (which shall not constitute notice):


 


Kirkland & Ellis LLP


555 California Street


San Francisco, CA 94104


Attention: Sonali S. Jindal, P.C.


E-mail Address: sonali.jindal@kirkland.com


Phone
Number: (415) 439-1692


 


		(ii)	if to the Administrative Agent, to JPM at: 



 


JPMorgan Chase


10 S Dearborn Street


Chicago, IL 60603


Attention: NK Park, Client Services Specialist


E-mail Address:     Nk.park@chase.com


Jpm.agency.cri@jpmorgan.com


Fax: 844-490-5663


 


with a copy to:


 


Latham & Watkins, LLP 885 Third Avenue


New York, NY 10022-4834


Attention: Alf Xue


E-mail Address: Alfred.Xue@lw.com


 






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		(iii)	if to JPM, in its capacity as Issuing Bank, to JPM at: 



 


JPMorgan Chase


10 S Dearborn St.


Chicago, IL 60603


Attention: Letter of Credit Team


E-mail Address: cb.lc.service.team@chase.com


Fax:
214-307-6874


 


with a copy to:


 


Latham & Watkins, LLP


885 Third Avenue


New York, NY 10022-4834


Attention: Alf Xue


E-mail Address: Alfred.Xue@lw.com


 


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



 


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received, (ii) sent by fax shall be deemed to have been given when sent; provided, that if not given during normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on
the next Business Day for the recipient, (iii) sent by electronic mail shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided, that if not given during the normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient,
or (iv) delivered through Electronic Systems to the extent provided in clause (b) below shall be effective as
provided in such clause (b).


 


(b)            Notices
and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved
by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Article II
or to compliance and no Event of Default certificates delivered pursuant to Section 5.01(c) unless otherwise agreed
by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower (on behalf of the Loan
Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant
to procedures approved by it; provided, that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise proscribes, such notices and other communications (i) sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement); provided, that if not
given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the
opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(b)(i) of notification that such notice or communication is available and identifying the website address therefor; provided,
that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day of the recipient.


 


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


 






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 (d)            Electronic Systems.




 


(i)            Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or
a substantially similar Electronic System.


 


(ii)            Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Loan
Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s,
any Loan Party’s, or the Administrative Agent’s transmission of communications through an Electronic System. “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or the Issuing Bank by means of electronic communications pursuant to this Section 9.01, including through
an Electronic System.


 


SECTION
9.02     Waivers; Amendments.


 


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


 






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(b)            Except
as provided in Section 2.22 and Section 2.23 (with respect to any commitment increase), neither this Agreement
nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case
of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or,
(ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided,
that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including
any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent
of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled
date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other
Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which
payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) change any of the
provisions of this Section 9.02            or the definition
of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required
to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written
consent of each Lender (other than any Defaulting Lender) directly affected thereby, (vi) change Section 2.20,
without the consent of each Lender (other than any Defaulting Lender), (vii) release any Loan Guarantor from its obligation
under its Loan Guaranty (except as otherwise expressly permitted herein or in the other Loan Documents), without the written consent
of each Lender (other than any Defaulting Lender), (viii) except as provided in clauses (d) and (e) of this Section 9.02
or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender,
or (ix) amend the definition of “Alternative Currency” without the written consent of each Lender directly affected
thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the
case may be (it being understood that any change to Section 2.20 shall require the consent of the Administrative Agent
and the Issuing Banks). The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant
to Section 9.04


 


(c)            The
Lenders hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent shall release any Liens
granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon Payment in Full,
(ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the
Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the
Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the
property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary (other than a Disposition to
Holdings or any other Restricted Subsidiary) or to the extent a Loan Party is designated as an Unrestricted Subsidiary in
accordance with Section 5.13, the Administrative Agent is authorized to release any Loan Guaranty provided by
such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated
in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such
Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII.
Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the
prior written authorization of the Required Lenders; provided, that in addition to releases explicitly provided for in
the preceding sentence the Administrative Agent may, in its discretion, release its Liens on Collateral valued in the
aggregate not in excess of the greater of $5 million and 5% of Consolidated Total Assets for the most recently ended
Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent
during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the
Administrative Agent may rely conclusively on one or more certificates of the Borrower as to the value of any Collateral to
be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of)
all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such
release shall be without recourse to or warranty by the Administrative Agent. Notwithstanding anything herein to the
contrary, a Subsidiary that is a Loan Party shall automatically be released from its obligations under the Loan Documents,
and all security interests created by the Collateral Documents in Collateral owned by such Subsidiary shall be automatically
released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to
be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such
transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan
Party (other than to the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement,
or upon the effectiveness of any written consent to the release of the security interest created under any Collateral
Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral
Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the
Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such
Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant
to this Section shall be without recourse to or warranty by the Administrative Agent.


 






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(d)            If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided,
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower,
the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations
due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same
day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting
Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due
to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid
on such date rather than sold to the replacement Lender.


 


(e)            Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. A copy of
any such amendment, modification or supplement shall be promptly delivered by the Administrative Agent to each Lender.


 


(f)            In
addition, notwithstanding the foregoing, this Agreement, including this Section 9.02, and the other Loan Documents
may be amended (or amended and restated) pursuant to Section 2.22 to add any Incremental Term Loan Facility to this Agreement
and (a) 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 (including the rights of the Incremental Term Loan Lenders to share
ratably in prepayments pursuant to Section 2.11), the Security Agreement and the other Loan Documents with the Loans
and the accrued interest and fees in respect thereof, (b) to include appropriately the Lenders holding such credit facility
in any determination of the Required Lenders and (c) to amend other provisions of the Loan Documents so that the Incremental
Term Loan Facility is appropriately incorporated (including this Section 9.02).


 






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SECTION 9.03     Expenses;
Indemnity; Damage Waiver.


 


(a)            The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the
Lead Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and
disbursements of one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and
Lead Arranger (and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if
reasonably necessary, one firm of local counsel in each relevant jurisdiction) and any other counsel retained with the
Borrower’s consent), in connection with the syndication and distribution (including, without limitation, via the
internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of
the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket
expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and
disbursements of one outside counsel and one local counsel in each relevant jurisdiction for all of the foregoing (and,
solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one
firm of local counsel in each relevant jurisdiction)), in connection with the enforcement, collection or protection of its
rights in connection with the Loan Documents, including its rights under this Section 9.03, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrower under
this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection
with:


 


(i)             Taxes,
fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions
to perfect, protect, and continue the Administrative Agent’s Liens;


 


(ii)            sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 


(iii)           forwarding
loan proceeds, collecting checks and other items of payment, and costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing costs
and expenses may be charged to the Borrower as Loans or to another deposit account, all as described in Section
2.18(c).


 


(b)            The
Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (except for Taxes, which
shall be covered by Section 2.17), including the reasonable and documented out-of-pocket fees, charges and
disbursements of one counsel for all Indemnitees (and, if reasonably necessary, a single local counsel for all Indemnitees
taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one
additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) to each group of
affected Indemnitees similarly situated taken as a whole and any other counsel retained with the Borrower’s consent),
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution
or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto
of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) the presence or release of Hazardous Materials on or
from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related to the
Borrower or any of its Subsidiaries, (iv) the failure of the Borrower to deliver to the Administrative Agent the
required receipts or other required documentary evidence with respect to a payment made by the Borrower for Indemnified Taxes
or Other Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether
any Indemnitee or the Borrower or an Affiliate thereof is a party thereto; provided, that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
bad faith, gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee Party of such Indemnitee,
(y) result from a claim brought by the Borrower or any of its Subsidiaries against such Indemnitee or any Related
Indemnitee Party of such Indemnitee for material breach of such Indemnitee’s express obligations hereunder or under any
other Loan Document, if the Borrower or such Subsidiary has obtained a final and non-appealable judgment by a court of
competent jurisdiction in its favor on such claim as determined by a court of competent jurisdiction or (z) result from
any dispute solely among Indemnitees and does not involve any act or omission by any Loan Party or any of their Subsidiaries
(other than claims against the Administrative Agent and Issuing Banks in their respective capacities as such).


 






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(c)            To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank
under clause (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative
Agent or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified
loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent or such Issuing Bank in its capacity as such.


 


(d)            To
the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee for
any damages arising from the use by unintended recipients of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), except as determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee
or any Related Indemnitee Party of such Indemnitee.


 


(e)            No
Indemnitee nor any Loan Party shall be liable on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof; provided, that nothing in this clause (e) shall relieve any Loan Party of any obligation
it may have pursuant to the terms of this Agreement to indemnify an Indemnitee against special, indirect, consequential or punitive
damages asserted against such Indemnitee by a third party.


 


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


 


SECTION
9.04     Successors and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except
that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of
an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section 9.04)
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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


 


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


 


(B)        the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender;


 


 (C)        [reserved]; and




 


 (D)        the Issuing Banks.




 


		(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 Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5 million unless each of the Borrower and the Administrative Agent otherwise
consent; provided, that no such consent of the Borrower shall be required if a Specified Event of Default has occurred and
is continuing;


 


 (B)        [reserved];




 


(C)        the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500 and the tax forms required by Section 2.17(f); and


 


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


 






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(iii)            Subject
to acceptance and recording thereof pursuant to clause (b)(iv) of this Section 9.04, from and after the
effective date specified in each Assignment and Assumption (A) the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement
and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to
be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause
(c) of this Section 9.04.


 


(iv)            The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of interest on the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent, the Issuing Banks and the Lenders may treat each Person (including with respect to any voting direction
or other Lender thresholds) whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the
Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided, that
no Lender shall, in such capacity, have access to, or be otherwise permitted to review any information in the Register other than
information with respect to such Lender. No assignment shall be effective unless recorded in the Register by the Administrative
Agent. This Section 9.04(b)(iv) shall be construed at all times so that all Loans and LC Disbursements are at all times
maintained in “registered form” within the meaning of Section 163(f), 871(h)(2), 881(c)(2) and 4701 of the
Code and any related Treasury Regulations.


 


(v)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to any applicable electronic
platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee and tax forms referred to in clause (b) of this Section 9.04 and any written consent to such assignment
required by clause (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided, that if either the assigning Lender or
the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or
(e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 






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(c)            Any
Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or
more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of
such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided,
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such
Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it
being understood that the documentation required under Section 2.17(f) shall be delivered to the
participating Lender and, if any Indemnified Taxes or additional amounts are required to be paid pursuant to Sections
2.17(a) or (d), the Borrower and Administrative Agent)) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to clause (b) of this Section 9.04; provided,
that such Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17,
with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent
such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the
applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to the provisions of Sections 2.18 and 2.19
as if it were an assignee under clause (b) of this Section 9.04.


 


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


 


(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided, that
no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 






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SECTION 9.05 Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


SECTION 9.06 Counterparts;
Integration; Effectiveness; Electronic Execution.


 


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


 


(b)            Delivery
of an executed counterpart of a signature page of this Agreement, any other Loan Document or any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the
transactions contemplated hereby and/or thereby (each an “Ancillary Document”) by telecopy, emailed .pdf
or any other electronic means that reproduces an image of the actual executed signature page shall be effective as
delivery of a manually executed counterpart of this Agreement, any other Loan Document or any Ancillary Document. The words
“execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or
thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as an original executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided,
that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its
prior written consent and pursuant to procedures approved by it (except that the Administrative Agent shall be required to
accept emailed .pdfs that reproduce an image of the actual executed signature page, unless prohibited by law);
provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to
accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such
Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification
thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the
reasonable request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a
manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby
(i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring,
enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and
the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or
any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the
Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan
Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document (and all such
electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and
enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or
enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper
original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with
respect to any signature pages thereto and (iv) waives any claim against any Indemnitee for any losses, claims,
damages, penalties, liabilities and related expenses (“Liabilities”) arising solely from the
Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by
telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including
any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security
measures in connection with the execution, delivery or transmission of any Electronic Signature, other than Liabilities
(x) determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad
faith, gross negligence or willful misconduct of the Administrative Agent or such Lender or (y) that result from a claim
brought by the Borrower or any of its Subsidiaries against the Administrative Agent or any Lender for material breach of this Section 9.06
if the Borrower or such Subsidiary has obtained a final and non-appealable judgment by a court of competent jurisdiction in
its favor on such claim as determined by a court of competent jurisdiction.


 






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


 


SECTION 9.08
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held (other than deposits held in payroll, trust, employee
benefits, or Tax withholding accounts) and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrower or such Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective
of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured.
The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application; provided, that
any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this
Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.


 


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


 


(a)            The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the laws of the State of New York.


 


(b)            Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of
any U.S. Federal or New York State court sitting in New York, New York (and appellate courts thereof) in any action or
proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the
Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of
any other jurisdiction solely in connection with the exercise of any rights under any Collateral Document. Nothing in this
Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party
or its properties in the courts of any jurisdiction.


 






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(c)            Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in clause (b) of this Section 9.09. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 


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


 


SECTION 9.10
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 9.10.


 


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


 


SECTION 9.12 Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ respective officers,
directors, employees, legal counsel, independent auditors and other experts or agents who need to know such information in
connection with the transactions contemplated hereby and are informed of the confidential nature of such information,
(b) upon the request or demand of any regulatory authority having jurisdiction over it or any of its Affiliates (in
which case (except with respect to any audit or examination conducted by bank accountants or any bank or other regulatory
authority exercising examination or regulatory authority), it, to the extent practicable and permitted by law, rule or
regulation, agrees to inform the Borrower promptly thereof), (c) pursuant to the order of any court or administrative
agency, in any pending legal, judicial or administrative proceeding or as otherwise required by applicable law or regulation
or as requested by a governmental authority (in which case (except with respect to any audit or examination conducted by bank
accountants or any bank or other regulatory authority exercising examination or regulatory authority), it, to the extent
practicable and permitted by law, rule or regulation, agrees to inform the Borrower promptly thereof), (d) to any
other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other
Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section 9.12 or otherwise reasonably acceptable to the Borrower, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (and any of their
respective advisors) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower, (h) to
holders of Equity Interests in the Borrower, (i) to the extent that such information is independently developed by it or
its Affiliates, in each case, so long as not based on information obtained in a manner that would otherwise violate this Section 9.12,
(j) for purposes of establishing a “due diligence” defense, (k) to ratings agencies, (l) to the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers and other market
identifiers with respect to the credit facilities provided hereunder, or (m) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes
available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than
the Borrower. For the purposes of this Section 9.12, “Information” means all information
received from the Borrower relating to the Borrower or their business, other than any such information that is available to
the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower; provided,
that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 






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EACH LENDER ACKNOWLEDGES THAT INFORMATION AS
DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS AFFILIATES AND THEIR RELATED
PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL
NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON- PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER
AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.


 


Each
Loan Party consents to the publication by the Administrative Agent or any Lender of customary advertising material relating
to the transactions contemplated hereby using the name, product photographs, logo or trademark of such Loan Party. In
addition, the Administrative Agent 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 of this Agreement, the other Loan Documents and the Commitments.


 






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SECTION 9.13
Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and
not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in
this Agreement to the contrary notwithstanding, no Issuing Bank nor any Lender shall be obligated to extend credit to the Borrower
in violation of any Requirement of Law.


 


SECTION 9.14
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such
Lender to identify such Loan Party in accordance with the USA PATRIOT Act.


 


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


 


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


 


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


 


SECTION 9.18 No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower
acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the
Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the
Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (C) the Borrower 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) each of the Lenders and their Affiliates 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 or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has
any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the
case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the
Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of
such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and
releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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SECTION 9.19
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion
Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an 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 entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Loan Document; or


 


(iii)          The
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


SECTION 9.20
Acknowledgment Regarding any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for any Swap Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 






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(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 10.14, 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).


 


SECTION 9.21 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 each Loan Party in respect of any such sum
due from it to the Administrative Agent or any Lender 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 or such Lender, as the case may be, of
any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, 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 or any Lender from any Loan
Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the
Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to
any other Person who may be entitled thereto under applicable law).


 






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ARTICLE X


 


LOAN GUARANTY


 


SECTION 10.01
Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guarantee) hereby agrees that it is jointly
and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees
to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, of the Secured Obligations (for the purposes hereof, the Secured Obligations, collectively the “Guaranteed
Obligations”; provided, however, that the definition of “Guaranteed Obligations” shall not
create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any
Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan
Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further
assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan
Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended
any portion of the Guaranteed Obligations.


 


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


 


SECTION 10.03 No
Discharge or Diminishment of Loan Guaranty.


 


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


 


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


 






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


 


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


 


SECTION 10.05
Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation,
a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan
Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Banks and the
Lenders.


 


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


 






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SECTION 10.07
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees
that neither the Administrative Agent nor any Issuing Bank nor any Lender shall have any duty to advise any Loan Guarantor of information
known to it regarding those circumstances or risks.


 


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


 


SECTION 10.09 [Reserved].


 


SECTION 10.10
Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor
hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance
under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation,
indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable
law shall be taken into account.


 


SECTION 10.11 Contribution.


 


(a)            To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s Allocable Amount
(as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash
of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and all
Commitments and Letters of Credit have terminated or expired or, in the case of all Letters of Credit, are fully collateralized
on terms reasonably acceptable to the Administrative Agent and the Issuing Bank, and this Agreement, the Swap Agreement Obligations
and the Banking Services Obligations have terminated, such Loan Guarantor shall be entitled to receive contribution and indemnification
payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Guarantor Payment.


 






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


 


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


 


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


 


(e)            The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable
upon the full and indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not
yet arisen) and the termination or expiry (or, in the case of all Letters of Credit, full Cash Collateralization), on terms reasonably
acceptable to the Administrative Agent and the Issuing Bank, of the Commitments and all Letters of Credit issued hereunder and
the termination of this Agreement, the Swap Agreement Obligations and the Banking Services Obligations.


 


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


 


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


 


[Signature Pages Follow.]


 






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


 





	 	BORROWER:
	 	 
	 	JAMF HOLDINGS, INC.,
	 	a Minnesota corporation
	 	 
	 	 
	 	By:	/s/ Jill Putman
	 	Name:	 Jill Putman
	 	Title:	Chief Financial Officer
	 	 
	 	GUARANTORS:
	 	 
	 	JUNO INTERMEDIATE, INC.,
	 	a Delaware corporation
	 	 
	 	By: 
	 	Name:	 Michael E. Fosnaugh
	 	Title:	President
	 	 
	 	JUNO PARENT, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:
	 	Name:	 Michael E. Fosnaugh
	 	Title:	President
	 	 
	 	JAMF SOFTWARE, LLC,
	 	a Minnesota limited liability company
	 	 
	 	 
	 	By:	/s/ Jill Putman
	 	Name:	 Jill Putman
	 	Title:	Chief Financial Officer and Treasurer



 


SIGNATURE
PAGE TO JAMF CREDIT AGREEMENT


 






    	 		 



     


    

 


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


 





	 	BORROWER:
	 	 
	 	JAMF HOLDINGS, INC.,
	 	a Minnesota corporation
	 	 
	 	 
	 	By:	
	 	Name:	Jill Putman
	 	Title:	Chief
Financial Officer
	 	 
	 	GUARANTORS:
	 	 
	 	JUNO INTERMEDIATE, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	 /s/ Michael E. Fosnaugh
	 	Name:	Michael E. Fosnaugh
	 	Title:	President
	 	 
	 	JUNO PARENT, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Michael E. Fosnaugh
	 	Name:	Michael E. Fosnaugh
	 	Title:	President
	 	 
	 	JAMF SOFTWARE, LLC,
	 	a Minnesota limited liability company
	 	 
	 	 
	 	By:	 
	 	Name:	Jill Putman
	 	Title:	Chief Financial Officer and Treasurer
	 	 



 


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



 


SIGNATURE
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	 	GOLDMAN SACHS BANK USA,
	 	individually as a Lender and as Issuing
Bank
	 	 
	 	By:	/s/ Rebecca Kratz
	 	 	Name:	Rebecca
Kratz 
	 	 	Title:	 Authorized Signatory



 


SIGNATURE
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	 	BANK OF AMERICA, N.A.,
	 	individually as a Lender and as Issuing
Bank
	 	 
	 	By:	/s/ Chad Kardash
	 	 	Name:	Chad Kardash
	 	 	Title:	 Vice President



 


SIGNATURE
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	 	BARCLAYS BANK PLC,
	 	individually as a Lender and as
an Issuing Bank
	 	 
	 	By:	/s/ Martin Corrigan
	 	 	Name:	Martin Corrigan
	 	 	Title:	Vice President



 


SIGNATURE
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	 	ROYAL BANK OF CANADA,
	 	individually as a Lender and as
Issuing Bank
	 	 
	 	By:	/s/ Karnran Khan
	 	 	Name:	Karnran Khan
	 	 	Title:	Authorized Signatory






 


SIGNATURE
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	 	Mizuho Bank, Ltd.,
	 	Individually
as a Lender
	 	 
	 	By:	/s/ Raymond Ventura
	 	 	Name:	Raymond Ventura
	 	 	Title:	Managing Director



 


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COMMITMENT SCHEDULE


 


	Lender	 	Revolving

 Commitment	 	 	Letter of Credit

 Sublimit 

Allocation	 	 	Revolving

 Commitment

 Percentage	 	 	Letter of Credit

 Sublimit

 Percentage	 
	JPMorgan Chase Bank, N.A.	 	$	40,000,000.00	 	 	$	9,166,666.67	 	 	 	26.67	%	 	 	36.67	%
	Goldman Sachs Bank USA	 	$	30,000,000.00	 	 	$	5,000,000.00	 	 	 	20.00	%	 	 	20.00	%
	Bank of America, N.A.	 	$	25,000,000.00	 	 	$	4,166,666.67	 	 	 	16.67	%	 	 	16.67	%
	Barclays Bank PLC	 	$	25,000,000.00	 	 	$	4,166,666.67	 	 	 	16.67	%	 	 	16.67	%
	Royal Bank of Canada	 	$	15,000,000.00	 	 	$	2,500,000.00	 	 	 	10.00	%	 	 	10.00	%
	Mizuho Bank Ltd	 	$	15,000,000.00	 	 	$	0.00	 	 	 	10.00	%	 	 	0.00	%
	Total:	 	$	150,000,000	 	 	$	25,000,000.00	 	 	 	100.00	%	 	 	100.00	%